Beijing New Building Materials Public Limited Company(000786)
External guarantee management system
(reviewed and approved by the 2021 annual general meeting of shareholders of the company)
April 12, 2022
catalogue
Chapter I General Provisions Chapter II object of external guarantee Chapter III approval authority of external guarantee Chapter IV Examination of external guarantee Chapter V handling department and responsibilities of external guarantee Chapter VI conclusion of guarantee contract Chapter VII risk management of guarantee Chapter VIII information disclosure of external guarantee Chapter IX accountability 9 Chapter X Supplementary Provisions nine
Chapter I General Provisions
Article 1 in order to regulate the external guarantee behavior of Beijing New Building Materials Public Limited Company(000786) (hereinafter referred to as the company or the company) according to law, prevent financial risks and ensure the steady operation of the company, in accordance with the company law of the people’s Republic of China, the notice of China Securities Regulatory Commission and China Banking Regulatory Commission on regulating the external guarantee behavior of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations This system is formulated in accordance with the relevant provisions of normative documents and Beijing New Building Materials Public Limited Company(000786) articles of Association (hereinafter referred to as the articles of association).
Article 2 the term “external guarantee” as mentioned in this system refers to the guarantee, asset mortgage, pledge and other guarantee matters provided by the company for any other unit with its own assets or reputation. This system is not applicable to the guarantee provided by the company for its own debts.
Article 3 the guarantee provided by the company for subsidiaries included in the consolidated statements of the company (hereinafter referred to as subsidiaries) shall be regarded as external guarantee.
Article 4 the company shall implement unified management of guarantee, and its branches shall not provide guarantee to others. It is required to provide guarantee to wholly-owned subsidiaries and subsidiaries.
Article 5 for external guarantee, the company shall require the guaranteed to provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity. The counter guarantee provided by the guaranteed must correspond to the amount of guarantee provided by the company. The company shall refuse to provide a guarantee if the property of the guaranteed party that has set a counter guarantee is prohibited from circulation or non transferable by laws and regulations. External guarantees must be approved by the board of directors and the general meeting of shareholders of the company in accordance with the prescribed procedures. Article 6 this system is applicable to the company, its wholly-owned subsidiaries and holding subsidiaries.
Chapter II object of external guarantee
Article 7 in principle, the company can only provide guarantee for subsidiaries included in the company’s consolidated statements or joint-stock companies not included in the company’s consolidated statements (hereinafter referred to as joint-stock companies), and it is strictly prohibited to provide any form of guarantee for companies or individuals without equity relationship with the company.
Article 8 the company shall not directly or indirectly provide guarantee for unincorporated units and individuals (including those whose shareholders, actual controllers and affiliates are natural persons).
Article 9 the company strictly controls the provision of guarantees in excess of the shareholding ratio. In principle, it provides guarantees to subsidiaries and joint-stock companies in accordance with the shareholding ratio. In principle, it is strictly prohibited to provide guarantees to joint-stock companies in excess of the shareholding ratio.
Article 10 the company shall provide counter guarantee for the guarantee amount exceeding the shareholding proportion by other shareholders or a third party through mortgage, pledge and other means.
Chapter III Examination and approval authority of external guarantee
Article 11 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders, and other guarantees shall be approved by the board of directors of the company.
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
(IV) the latest financial statement data of the guaranteed object shows that the asset liability ratio exceeds 70%;
(V) within 12 consecutive months, the accumulative amount of guarantee exceeds 30% of the company’s latest audited total assets;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
The above-mentioned “total amount of external guarantee of the company and its holding subsidiaries” refers to the sum of the total amount of external guarantee of the company including the guarantee of the company to its holding subsidiaries and the total amount of external guarantee of the company’s holding subsidiaries.
Article 12 when the board of directors deliberates the guarantee matters, it shall be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors.
When the board of directors deliberates the proposal to provide guarantee for shareholders, actual controllers and their affiliates, the affiliated directors shall withdraw, and shall not exercise the voting right on the resolution, nor exercise the voting right on behalf of other directors. The board meeting can be held only when more than half of the unrelated directors are present. The resolutions made at the board meeting can be adopted only with the consent of more than two-thirds of the unrelated directors and more than two-thirds of all the independent directors attending the board meeting. If the number of unrelated directors attending the board of directors is less than 3, the board of directors shall not continue to consider the related matter this time, but shall submit the matter to the general meeting of shareholders for consideration.
Article 13 when the general meeting of shareholders deliberates the guarantee matters in Item (V) of Article 11, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Chapter IV Examination of external guarantees
Article 14 before deciding to provide guarantee, the company shall master the credit status of the unit applying for guarantee. The financial department of the company is the main unit, and relevant units assist in the investigation and evaluation of the credit status of the unit applying for guarantee. After fully analyzing the benefits and risks of the guarantee, a written report shall be submitted to the board of directors for consideration.
The Finance Department of the company shall require the applicant to provide, but not limited to, the following materials for review and analysis: (1) basic materials of the applicant (including business license, articles of association, business scope, affiliated relationship with the company and other relationships);
（2） Recent audited financial reports and analysis of repayment ability, asset quality, financial status, operation, industry prospect and credit status of the applicant;
（3） Guarantee method, term, amount, etc;
（4） The legality of the application for the guarantee project, the feasibility study of the guarantee project, and copies of the contract related to the guarantee contract;
（5） Materials for comprehensively evaluating the ownership of real estate, movable property and rights guaranteed by the guarantee unit and the third party;
（6） Other important information.
Article 15 when a secured application occurs, the Finance Department of the company shall designate a special person to be responsible for the review, that is, to investigate and analyze the data provided by the guarantor, confirm the authenticity of the data, and put forward a guarantee business evaluation report, which shall be submitted to the board of directors after being signed by the person in charge of the relevant interest unit and the general financial supervisor, and approved by the general manager.
When the guaranteed project changes, it shall be reorganized for review and evaluation.
Article 16 the board of directors shall carefully examine the financial status, industry prospect, business status, credit and reputation of the applicant for guarantee according to the guarantee business evaluation report. In case of any of the following circumstances, the applicant for guarantee or the information provided is insufficient, it shall not provide guarantee for it:
（1） The property right is unknown, the transformation has not been completed or the establishment is not in line with national laws, regulations or national industrial policies;
（2） Providing false financial statements and other materials;
（3） Overdue debts, arrears of interest, etc. have occurred;
（4） The business condition has deteriorated and the reputation is bad;
（5） The board of Directors considers that the guarantee may have other damages to the interests of the company or shareholders;
（6） Other circumstances identified in the articles of association that cannot provide guarantee for it.
Article 17 If the applicant provides counter guarantee or takes other effective risk prevention measures, it must be commensurate with the amount to be guaranteed. Where an application for a guaranty or a counter negotiable property is not permitted by law or regulation, it shall be the property that is not allowed to be transferred.
Chapter V handling department and responsibilities of external guarantee
Article 18 the handling department of external guarantee is the Department responsible for investment and financing business of the company, and the assisting department is the relevant department. If necessary, legal counsel can be hired to assist in handling.
Article 19 in the process of external guarantee, the main responsibilities of the Department responsible for investment and financing business of the company are as follows: (I) handle specific external guarantee procedures;
(II) after providing external guarantee, timely track and supervise the guaranteed;
(III) do a good job in the filing and management of documents related to the guaranteed;
(IV) handle other matters related to external guarantee.
Article 20 in the process of external guarantee, the main responsibilities of legal counsel are as follows:
(I) cooperate with the finance department in the qualification examination of the guaranteed and provide legal feasibility suggestions to the board of directors of the company;
(II) be responsible for drafting or legally reviewing all documents related to external guarantee;
(III) be responsible for handling legal disputes arising in the process of guarantee;
(IV) after the company actually assumes the guarantee liability, it shall be responsible for handling the recovery of the guaranteed and other matters;
(V) handle other legal matters related to external guarantee.
Chapter VI conclusion of guarantee contract
Article 21 for the guarantee that meets the relevant standards of this system, after the resolution is made by the board of directors or the general meeting of shareholders, the chairman or the authorized representative of the chairman shall sign the guarantee contract.
Article 22 a guarantee contract must comply with the relevant legal norms and the contract matters must be clear. Legal advisers or experts shall be consulted for the conclusion of guarantee business contracts.
Article 23 when concluding a standard guarantee contract, all obligatory terms shall be strictly examined in combination with the credit status of the guaranteed. When the mandatory terms may cause unpredictable risks to the company, it shall refuse to provide guarantee.
Article 24 a guarantee contract shall specify the following terms:
（1） Creditors and debtors;
（2） The type and amount of the creditor’s rights of the guaranteed;
（3） The agreed time limit for the debtor and the creditor to perform their debts;
（4） The way of guarantee;
（5） Scope of guarantee;
（6） Guarantee period;
（7） Other matters deemed necessary to be agreed by all parties.
If the guarantee applicant applies for guarantee from multiple parties at the same time, the company shall clearly stipulate the guarantee share and corresponding responsibilities of the company in the guarantee contract.
Article 25 when accepting counter guarantee mortgage or counter guarantee pledge, the Finance Department of the company shall go through the mortgage or pledge registration procedures in time together with the legal adviser.
Chapter VII risk management of guarantee
Section I management before creditors claim creditor’s rights against the company
Article 26 the investment and financing business department of the company shall designate personnel to be responsible for the management, keep the relevant guaranteed property and certificate of rights in a centralized and proper manner, regularly review the existence and value of the guaranteed property, and deal with problems in a timely manner. Establish a guarantee business record system to comprehensively record the guarantee object, amount, term, mortgage or pledge object and other related matters. Before the debt guaranteed by the company is due, the person in charge of handling shall actively urge the guaranteed to fulfill the repayment obligation within a fixed time.
Article 27 the responsible person in charge of handling shall pay attention to the production and operation, changes in assets and liabilities, external guarantees and other debts, division, merger, changes in legal representative and changes in foreign business reputation, especially the return when due, analyze the possible risks, and report in time according to the actual situation and procedures. For the continuous creditor’s rights guarantee without an agreed guarantee period, if the person in charge finds that there is a great risk in the continuous guarantee and it is necessary to terminate the guarantee contract, he shall report in time.
Article 28 If the main debt contract guaranteed by the company has major changes, it shall be regarded as a new guarantee. If it is required by the system to be deliberated and approved by the board of directors, the board of directors shall decide whether to continue to bear the guarantee liability; If it is required by this system to be deliberated and approved by the general meeting of shareholders, the general meeting of shareholders shall decide whether to continue to bear the guarantee liability.
Article 29 monitor the guaranteed person and the guaranteed project. The investment and financing business department of the company can adopt the following methods according to the actual situation:
(I) participate in meetings, talks and meetings related to the guaranteed person or the guaranteed project;
(II) review the implementation progress and finance of the guaranteed project;
(III) if necessary, send personnel to work in the guaranteed unit, and the guaranteed shall provide convenience and support. The investment and financing business department of the company shall take effective measures according to the above situation, put forward corresponding treatment measures for possible risks, and report to the board of directors. In case of any abnormal situation, the guarantor shall be required to take effective measures to resolve the risk in time.
Article 30 when the guarantee contract expires, the company shall comprehensively check the property and certificates of rights used for guarantee, and timely terminate the guarantee relationship in accordance with the contract.
The company shall properly keep the guarantee contract, the main contract related to the guarantee contract, the counter guarantee letter or counter guarantee contract, as well as the certificate of rights of mortgage and pledge and relevant original materials, timely clean up and inspect them, and regularly check with banks and other relevant institutions to ensure that the archives of guarantee business are complete. In the process of contract management, any abnormal contract not approved by the board of directors or the general meeting of shareholders shall be reported to the board of directors and the board of supervisors in a timely manner.
Article 31 when it is found that the guaranteed fails to perform the repayment obligation within 15 working days after the maturity of the debt, or the guaranteed goes bankrupt, liquidates, and the creditor claims that the company performs the guarantee obligation, the company shall timely understand the debt repayment of the guaranteed and disclose relevant information in time.
Article 32 If the debt guaranteed by the company needs to be extended after maturity and the company continues to provide guarantee, it shall be used as a new external guarantee and re perform the guarantee approval procedure.
Section II management when creditors claim claims against the company
Article 33 If the guaranteed is really unable to pay its debts or perform relevant contractual obligations, the company shall perform its obligations in accordance with the guarantee contract, take legal means to claim the right of recourse against the guaranteed, dispose of the guaranteed’s counter guarantee property according to law, and try its best to reduce the economic losses of the company. At the same time, the company shall start the post guarantee business evaluation and strictly implement it
