Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
External guarantee management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to regulate the external guarantee behavior of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”), effectively control the external guarantee risk of the company and safeguard the legitimate rights and interests of the majority of shareholders, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is hereby formulated in accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws and regulations, as well as the relevant provisions of the Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the articles of association).
Article 2 the external guarantee (hereinafter referred to as “guarantee”) mentioned in this system refers to the guarantee, asset mortgage, pledge and other guarantee matters provided by the company for other units or individuals with its own assets or reputation.
Article 3 this system is applicable to the external guarantee of the company and its wholly-owned and holding subsidiaries. The external guarantee of the company’s subsidiaries shall be implemented in accordance with this system.
Article 4 the company shall implement unified management of guarantee matters, and its branches shall not provide guarantee to others. The subsidiary has no authority to provide external guarantee, and the external guarantee matters shall be deliberated and decided by the board of directors or the general meeting of shareholders of the company.
Article 5 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Chapter II object, decision-making authority and deliberation procedure of external guarantee
Article 6 the company may provide guarantee for units with independent legal personality and one of the following conditions:
(I) mutual insurance units required by the company’s business;
(II) units with important business relations with the company;
(III) units with potentially important business relations with the company;
(IV) subsidiaries of the company and other units with control relationship.
The above units must have strong solvency and comply with the relevant provisions of this system.
Article 7 if the company considers that it is necessary to develop its business and cooperative relationship with the guarantor who does not meet the conditions listed in Article 6 of this system and the risk is small, the guarantor can be provided with the consent of more than two-thirds of the members of the board of directors or after the deliberation and approval of the general meeting of shareholders. Article 8 the company’s authority for external guarantee:
(I) the external guarantee of the company must be deliberated by the board of directors or the general meeting of shareholders.
(II) the following external guarantees of the company shall also be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
1. The amount of a single guarantee exceeds 10% of the latest audited net assets of the listed company;
2. Any guarantee provided after the total amount of guarantee provided by the listed company and its holding subsidiaries exceeds 50% of the latest audited net assets of the listed company;
3. Any guarantee provided after the total amount of guarantee provided by the listed company and its holding subsidiaries exceeds 30% of the total audited assets of the listed company in the latest period;
4. According to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeding 30% of the latest audited total assets of the listed company;
5. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
6. Guarantees provided to shareholders, actual controllers and their affiliates;
7. Other guarantees stipulated by laws and regulations.
When the general meeting of shareholders considers the guarantee scheme provided for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. Among them, the guarantee in Item 4 of paragraph (II) of this article shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
If the company’s obligations have not been performed within 12 months, they shall be included in the cumulative scope of the relevant obligations in accordance with the provisions of this article.
Article 9 all external guarantees except those required to be approved by the general meeting of shareholders shall be approved by the board of directors of the company.
Article 10 when the board of Directors considers the external guarantee, it shall not only be approved by more than half of all directors, but also be approved by more than two-thirds of the directors attending the meeting of the board of directors. If a director is related to the matter under consideration, the director shall withdraw from voting. The meeting of the board of directors can be held only when more than half of the unrelated directors are present. The resolutions made at the meeting of the board of directors shall be approved by more than two-thirds of all the unrelated directors. If the number of unrelated directors attending the board of directors is less than three, the guarantee shall be submitted to the general meeting of shareholders for deliberation. Article 11 in the annual report, the independent directors of the company shall make special explanations on the company’s accumulated and current external guarantees and the implementation of this system, and express independent opinions.
Article 12 the chairman of the board of directors or other persons legally authorized shall sign the guarantee contract on behalf of the company in accordance with the resolutions of the board of directors or the general meeting of shareholders of the company. Without the approval and authorization of the general meeting of shareholders or the board of directors, no one shall sign any guarantee contract on behalf of the company in the name of the company. Chapter III Examination of external guarantees
Article 13 after the company receives the guarantee application from the guaranteed party, the securities management center shall cooperate with the finance department to strictly examine and assess the credit status of the guaranteed party, and submit relevant materials to the company’s management for approval before submitting them to the company’s board of directors for deliberation. The board of directors shall carefully examine the situation of the guarantor according to relevant materials, and shall not provide guarantee for those who do not meet the conditions of the company’s external guarantee.
The guaranteed enterprise shall provide the following materials, including but not limited to:
(I) the establishment of the guaranteed enterprise (including the business license, the copy of the articles of association of the enterprise, the identity certificate of the legal representative, the information on the affiliated relationship of the enterprise and other basic information);
(II) audited financial reports and other financial materials of the guaranteed enterprise in recent three years;
(III) credit rating evaluation report and repayment ability analysis report of the guaranteed enterprise (including capital operation analysis, accounts receivable analysis, liability composition analysis, main products and operation analysis, etc.);
(IV) the original of the main contract signed between the guaranteed enterprise and the creditor;
(V) conditions and relevant materials for the guaranteed enterprise to provide counter guarantee.
Based on the collected data, the finance department evaluates the credit status of the guaranteed enterprise and the assets related to counter guarantee, and writes an evaluation report on the basis of comprehensively considering the acceptable risk level of guarantee business. The guarantee risk assessment report mainly includes:
(I) the economic background of the guaranteed enterprise’s application for guarantee;
(II) analysis of advantages and disadvantages of accepting guarantee business;
(III) analysis of advantages and disadvantages of refusing guarantee business;
(IV) evaluation conclusions and suggestions on guarantee business.
Article 14 the counter guarantee or other effective risk prevention measures provided by the application guarantor must correspond to the amount guaranteed by the company. If the property of the guarantor applying for the creation of counter guarantee is prohibited from circulation or non transferable by laws and regulations, it shall not be guaranteed.
Chapter IV signing of guarantee contract
Article 15 a guarantee contract must comply with the relevant legal norms and the contract matters must be clear. The guarantee contract shall be reviewed by the company’s legal counsel and, if necessary, submitted to the law firm hired by the company for review or legal opinion.
Article 16 when the company accepts counter guarantee mortgage and counter guarantee pledge, the legal adviser of the company shall improve the relevant legal procedures, especially the procedures for mortgage or pledge registration in time. Article 17 the guarantee contract and counter guarantee contract shall be signed by the chairman or authorized representative of the company. During the guarantee period, if the guaranteed enterprise and the beneficiary need to modify the contents of the guarantee contract due to changes in the terms of the main contract, they shall report to the board of directors or the general meeting of shareholders for approval according to the approval authority of re signing the guarantee contract. The extension of the guarantee contract shall be regarded as a new guarantee business and shall be implemented in accordance with the approval procedures of the new guarantee business and the contract signing procedures. If the guaranteed debt needs to be extended after maturity and the company needs to continue to provide guarantee, it shall be implemented in accordance with the approval procedures of new guarantee business and contract signing procedures.
Article 18 The Finance Department of the company shall be responsible for the registration and cancellation of guarantee matters and report to the securities management center of the company for the record. After the relevant contract is signed, the finance department shall submit the contract to the archives for filing. During the implementation of guarantee business, the guarantee business handling personnel are responsible for recording the account of guarantee business matters and making detailed and comprehensive records of guarantee related matters, including:
(I) the name of the guaranteed enterprise;
(II) type of guarantee business, guarantee period, loan period and amount;
(III) counter guarantee matters and the name and amount of the mortgaged property;
(IV) guarantee contract items, numbers and important contents;
(V) change of guarantee matters and disclosure of guarantee information.
Chapter V risk management of external guarantee
Article 19 the relevant departments of the company shall track and supervise the operation and debt repayment of the guaranteed party during the guarantee period, and do the following work:
(I) the Finance Department of the company shall timely understand and master the use and withdrawal of funds of the guaranteed party; Regularly learn about the debt repayment from the secured party and creditors; Once it is found that the financial situation of the guaranteed party has deteriorated, it shall report to the company in time and provide countermeasures and suggestions; Once it is found that the guaranteed party has the behavior of avoiding debts such as transferring property, it shall cooperate with the Legal Affairs Department of the company to take risk prevention measures in advance; The guaranteed party shall be notified two months in advance to pay off the debts (if the guarantee period is half a year, one month in advance).
(II) the securities management center and Finance Department of the company shall timely understand and master the operation of the guaranteed party; Once it is found that the operation of the guaranteed party has deteriorated, it shall report to the company in time and provide countermeasures and suggestions.
(III) for the guarantee business (excluding subsidiaries) with a guarantee period of less than one year or high risk, the guarantee business handling personnel shall conduct tracking inspection once a month; For the guarantee business with a guarantee period of more than one year, the guarantee business handling personnel shall conduct follow-up inspection at least once a quarter. The guarantee agent shall report the inspection to the chief financial officer within three working days after the follow-up inspection.
Article 20 if the guaranteed party fails to perform the contract and the secured creditor claims against the company, the company shall immediately start the counter guarantee recovery procedure.
Article 21 when the company is the general guarantor, the company shall not assume the guarantee liability to the debtor before the dispute over the guarantee contract has not been tried or arbitrated, and the debtor’s property has been enforced according to law.
Article 22 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the relevant responsible person shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance. Article 23 Where there are two or more guarantors in a suretyship contract and the company has agreed with the creditor to bear the suretyship liability in proportion to the share, the company shall refuse to bear additional suretyship liability in excess of the company’s share. Article 24 advance payment for guarantee business
During the guarantee period, after receiving the beneficiary’s written claim notice, the finance department shall check whether the written claim notice is valid, whether the signature and seal are valid, whether the claim is within the guarantee validity period, and whether the amount of claim and the evidence of claim are consistent with the provisions of the guarantee contract. After verification, it shall be submitted to Fajin consultant for review. After review, the finance department shall prepare the payment application form, and the advance payment can be made only after it is signed and approved by the chief financial officer and the chairman of the board.
The capital source of advance payment is to use the current funds between the guaranteed enterprise and the company for external performance and advance payment. If it is still insufficient to pay, the company shall make an advance payment for the guaranteed enterprise and collect the advance payment from the guaranteed enterprise and counter guarantee enterprise.
The guarantee business handling personnel shall issue the advance notice to the guaranteed enterprise on the date of advance or within the second working day, send the notice of performance of guarantee liability to the counter guarantee enterprise, and require the other party to sign for confirmation. The guarantee business handling personnel shall strengthen the inspection and recover the advance payment in time and in full.
Article 25 the audit department is the supervision and inspection department of the company’s external guarantee, which is responsible for checking whether the internal control system of the guarantee business is perfect and whether all regulations are effectively implemented.
Chapter VI counter guarantee management
Article 26 when providing guarantee for others, the company shall take necessary measures such as counter guarantee to prevent risks, and the provider of counter guarantee shall have actual bearing capacity.
Article 27 the counter guarantee established by the company is generally based on the mortgage (pledge) of the tangible assets of the guaranteed enterprise, supplemented by the pledge of intangible assets, rights (interests) and other guarantee methods.
Article 28 the establishment of counter guarantee by the company shall follow five principles:
(I) the principle of legality and compliance, that is, the counter collateral is an asset that is allowed to be secured by national law;
(II) the principle of liquidity, that is, the counter collateral is accepted by the market, has wide liquidity and can be realized through the market;
(III) market pricing principle, that is to determine the true value of counter collateral through the market; (IV) implement the operational principle, that is, set the counter collateral in the form specified in relevant laws and regulations to ensure the smooth disposal of the counter collateral;
(V) the principle that the interests of the debtor can be touched, that is, the creation of counter collateral must be able to touch the vital interests of the debtor to force the debtor to perform in good faith.
Article 29 the counter guarantee mortgagor must be a legal person or other organization that enjoys the ownership or management right of the mortgaged property according to law.
Article 30 real estate is used for counter guarantee mortgage
(I) the following real estate can be used for counter guarantee Mortgage:
1. State owned land that has obtained the right to use according to law;
2. Houses on state-owned land that have obtained ownership according to law.
If the house on the state-owned land obtained according to law is mortgaged, the state-owned land use right within the occupied scope of the house shall be mortgaged at the same time; If the right to the use of state-owned land obtained by means of transfer is mortgaged, the houses on the state-owned land shall be mortgaged at the same time.
(II) the following real estate shall not be used for counter guarantee Mortgage:
1. The allocated land without paying the land transfer fee;
2. Real estate with disputed ownership;
3. Rented residential houses;
4. The real estate to be requisitioned within the scope of demolition in the national construction plan;
5. Real estate used for public welfare undertakings such as education, medical treatment, municipal administration and employee housing of enterprises and institutions;
6. Ancient buildings listed as cultural relics under protection;
7. The real estate that has been sealed up, seized or taken other litigation preservation measures according to law;
8. Collectively owned land.
(III) when establishing counter guarantee mortgage with real estate, the mortgagor shall be required to provide the original of the following real estate ownership certificates:
1. The state owned land use right certificate and the invoice for paying the land transfer fee;
