Elite Color Environmental Resources Science&Technology Co.Ltd(002998)
External guarantee management system
Chapter I General Provisions
Article 1 in order to protect the legitimate rights and interests of investors and the financial security of Elite Color Environmental Resources Science&Technology Co.Ltd(002998) (hereinafter referred to as “the company”), strengthen the management of the company’s Bank credit and guarantee, and effectively control the company’s business risks, in accordance with the company law of the people’s Republic of China, the civil code of the people’s Republic of China and other laws and regulations and the relevant provisions of Elite Color Environmental Resources Science&Technology Co.Ltd(002998) articles of Association (hereinafter referred to as “the articles of association”), These measures are hereby formulated.
Article 2 the term “external guarantee” as mentioned in this system refers to the guarantee provided by the company for others, including the guarantee provided by the company to its holding subsidiaries.
Article 3 the company shall, in accordance with relevant laws and regulations and the relevant provisions of the exchange, clarify in the articles of association the approval authority of the general meeting of shareholders and the board of directors on the provision of guarantees, as well as the accountability mechanism for violation of the approval authority and review procedures, and strictly implement the review procedures for the provision of guarantees. The company’s external guarantee is under unified management. Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide guarantee, and no one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the company.
The general meeting of shareholders and the board of directors of the company shall comply with the provisions of these measures when deliberating and approving external guarantees. Article 4 the directors and senior managers of the company shall prudently treat and strictly control the debt risk arising from the guarantee, and bear joint and several liabilities for the losses arising from the illegal or improper external guarantee according to law.
Article 5 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 6 when providing external guarantee, 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 7 in the annual report, the independent directors of the company shall make special explanations on the company’s accumulated and current external guarantees and implementation of the above-mentioned conditions, and express independent opinions.
Chapter II examination of external guarantee objects
Article 8 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) units with control and shareholding relationship with the company.
The above units must have strong solvency and comply with the relevant provisions of this system.
Article 9 Where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, it shall require the other party to provide counter guarantee.
Article 10 where the company provides guarantee for a holding subsidiary or a joint-stock company, other shareholders of the holding subsidiary or the joint-stock company shall provide risk control measures such as the same guarantee according to the proportion of capital contribution. If the shareholder fails to provide risk control measures such as the same guarantee to the holding subsidiary or the joint-stock company according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons and, on the basis of analyzing the operation and solvency of the guarantee object, Fully explain whether the guarantee risk is controllable and whether it damages the interests of the company.
The company provides guarantees to its holding subsidiaries. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can estimate the total amount of new guarantees for the two types of subsidiaries with asset liability ratio of more than 70% and less than 70% in the latest financial statements in the next 12 months and submit them to the general meeting of shareholders for deliberation. When the aforesaid guarantee matters actually occur, the company shall disclose them in time. The guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 11 the company provides guarantee to joint ventures or associated enterprises and meets the following conditions at the same time. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can reasonably predict the specific objects to be guaranteed and the corresponding new guarantee amount in the next 12 months and submit them to the general meeting of shareholders for deliberation:
(I) the guaranteed person is not a director, supervisor, senior manager, shareholder holding more than 5%, actual controller and legal person or other organization under its control;
(II) each shareholder of the guaranteed shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time, and the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
If the company estimates the guarantee amount to its joint venture or associated enterprise and meets the following conditions, it can adjust the guarantee amount between its joint venture or associated enterprise, but the total amount of adjustment shall not exceed 50% of the total estimated guarantee amount:
(I) the single adjustment amount of the transferred party shall not exceed 10% of the company’s latest audited net assets; (II) for the guarantee object with asset liability ratio exceeding 70% at the time of adjustment, the guarantee amount can only be obtained from the guarantee object with asset liability ratio exceeding 70% (when the guarantee amount is considered by the general meeting of shareholders);
(III) when the transfer occurs, the transferred party does not have overdue liabilities;
(IV) each shareholder of the transferred party shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
The company shall disclose the aforesaid adjustment in a timely manner when it actually occurs.
Article 12 before considering the external guarantee proposal, the directors shall actively understand the basic information of the guaranteed party, such as operation and financial status, credit status, tax payment, etc. When considering the external guarantee proposal, the directors shall make a prudent judgment on the compliance and rationality of the guarantee, the ability of the guaranteed party to repay the debt and the effectiveness of the counter guarantee measures.
Before deciding to provide guarantee for others or submitting it to the shareholders’ meeting for voting, the board of directors of the company shall master the credit status of the debtor and fully analyze the interests and risks of the guarantee.
Article 13 the information on the credit status of an applicant for a guarantor shall at least include the following contents:
(I) basic information of the enterprise, including business license, copy of articles of association, identity certificate of legal representative, relevant information reflecting the relationship with the company and other relationships, etc;
(II) guarantee application, including but not limited to guarantee method, term, amount, etc;
(III) audited financial reports and analysis of repayment ability in recent three years;
(IV) copies of the main contract related to the loan;
(V) conditions and relevant materials for applying for the guarantor to provide counter guarantee;
(VI) there is no potential and ongoing major litigation, arbitration or administrative punishment; (VII) other important information.
Article 14 according to the basic information provided by the guarantor, the company shall organize the investigation and verification of the operation and financial status, project status, credit status and industry prospect of the guarantor, review in accordance with the contract approval procedures, and submit the relevant information to the board of directors or shareholders’ meeting of the company for approval.
Article 15 the board of directors or the general meeting of shareholders of the company shall review and vote on the submitted materials, and record the voting results. No guarantee shall be provided for any of the following circumstances or insufficient information:
(I) the investment of funds does not comply with national laws and regulations or national industrial policies;
(II) there are false records or false information provided in the financial and accounting documents in the last three years;
(III) the company has provided guarantee for it, and there have been overdue bank loans and interest arrears, which have not been repaid or effective treatment measures cannot be implemented by the time of this guarantee application;
(IV) the business condition has deteriorated, the reputation is bad, and there is no sign of improvement;
(V) failing to implement the effective property used for counter guarantee;
(VI) other circumstances in which the board of Directors considers that the guarantee cannot be provided.
Article 16 the counter guarantee or other effective risk prevention measures provided by the applicant for guarantee must correspond to the amount of guarantee. If the property of the guarantor applying for the creation of a counter guarantee is prohibited from circulation or non transferable by laws and regulations, the guarantor shall refuse the guarantee.
Chapter III Procedures for examination and approval of external guarantees
Article 17 the general meeting of shareholders of the company is the highest decision-making body of the company’s external guarantee.
Article 18 the board of directors of the company shall exercise the decision-making power of external guarantee in accordance with the provisions of the articles of association on the approval authority of the board of directors for external guarantee. If the approval authority of the board of directors specified in the articles of association is exceeded, the board of directors shall put forward a plan and submit it to the general meeting of shareholders for approval. The board of directors shall organize, manage and implement the external guarantee matters approved by the general meeting of shareholders.
Article 19 the guarantee matters within the authority of the board of directors 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.
Article 20 external guarantees that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors. External guarantees subject to the approval of the general meeting of shareholders include but are not limited to the following circumstances: (I) guarantees with a single guarantee amount exceeding 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) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company’s total assets audited in the latest period;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
When the general meeting of shareholders of the company deliberates the guarantee matters in Item (V) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
Article 21 when the general meeting of shareholders deliberates the guarantee proposal 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.
Article 22 If the guarantee amount of the company within one year exceeds 30% of the latest audited total assets of the company, a special resolution shall be made by the general meeting of shareholders and approved by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The provisions of this article shall apply to the external guarantee of the company within 12 months according to the principle of cumulative calculation.
Article 23 the board of directors shall exercise the decision-making power of external guarantees other than the external guarantees listed in Article 17 that must be approved by the general meeting of shareholders in accordance with the provisions of the articles of association on the approval authority of the board of directors for external guarantees.
Article 24 the company may, when necessary, hire an external professional institution to assess the risk of external guarantee, which shall be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 25 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters, and may employ an accounting firm to check the accumulated and current external guarantee of the company when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 26 for external guarantee, the company must conclude a written guarantee contract and counter guarantee contract. A guarantee contract and a counter guarantee contract shall meet the requirements of the civil code of the people’s Republic of China and other laws and regulations. Article 27 a guarantee contract shall at least include the following contents:
(I) type and amount of principal creditor’s rights guaranteed;
(II) the time limit for the debtor to perform its obligations;
(III) guarantee method;
(IV) scope of guarantee;
(V) guarantee period;
(VI) other matters that the parties consider necessary to be agreed.
Article 28 when a guarantee contract is concluded, the company must comprehensively and carefully examine the signing subject and relevant contents of the main contract, guarantee contract and counter guarantee contract. In case of violation of laws and regulations, the articles of association, relevant resolutions of the board of directors or the general meeting of shareholders, as well as clauses that impose unreasonable obligations on the company or cannot predict risks, the other party shall be required to modify them. If the other party refuses to modify, the company shall refuse to provide guarantee for it and report to the board of directors or the general meeting of shareholders.
Article 29 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. No one shall sign a guarantee contract on behalf of the company without the approval and authorization of the general meeting of shareholders or the board of directors.
Article 30 when accepting counter guarantee mortgage and counter guarantee pledge, the financial department of the company shall, together with the legal department of the company, improve the relevant legal procedures, especially the registration of mortgage or pledge in time.
Article 31 If the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed by it, it shall be used as a new external guarantee and re perform the guarantee approval procedure.
Chapter IV administration of external guarantees
Article 32 the financial department of the company shall be responsible for the specific affairs of external guarantee.
Article 33 the main responsibilities of the Finance Department of the company are as follows:
(I) conduct credit investigation and evaluation on the guaranteed unit;
(II) handle guarantee procedures;
(III) track, inspect and supervise the guaranteed unit after the external guarantee takes effect; (IV) earnestly do a good job in the filing and management of documents related to the guaranteed enterprise;
(V) timely and truthfully provide all external guarantees of the company to the audit institution of the company in accordance with the regulations;
(VI) handle other matters related to guarantee.
Article 34 the company shall properly manage the guarantee contract and relevant original materials, timely clean up and inspect them, and regularly check with banks and other relevant institutions to ensure that the archived materials are complete, accurate and effective, and pay attention to the limitation period of the guarantee. In the process of contract management, any abnormal contract not approved by the deliberation procedures of the board of directors or the general meeting of shareholders shall be reported to the board of directors and the board of supervisors in time.
Article 35 the company shall assign special personnel to continuously pay attention to the situation of the guaranteed, collect the latest financial data and audit report of the guaranteed, regularly analyze its financial status and solvency, and pay attention to its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc.
If it is found that the business condition of the guaranteed is seriously deteriorated or major events such as dissolution and division of the company occur, the relevant responsible person shall report to the board of directors in time. The board of directors is obliged to take effective measures to minimize the loss. After the debt guaranteed is due, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time. If the guaranteed fails to perform his obligations on time, the company shall take necessary remedial measures in time.
Article 36 when the company provides guarantee for others, it shall
