Vanfund Urban Investment&Development Co.Ltd(000638)
Comparison table for revision of external guarantee management system
In order to further improve the level of corporate governance, according to the relevant provisions of the latest company law of the people’s Republic of China, the civil code of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the stock listing rules of Shenzhen Stock Exchange and Vanfund Urban Investment&Development Co.Ltd(000638) articles of association, the company plans to revise some provisions of the external guarantee management system, See the table below for details.
Before and after revision
Article 1 in order to safeguard the legitimate rights and interests of Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as the “company”) and investors and standardize the company’s guarantee to Vanfund Urban Investment&Development Co.Ltd(000638) (external guarantee behavior, ensure the safety of the company’s assets, effectively control the company’s legitimate rights and interests to the “company”) and investors, standardize the company’s external guarantee risk and promote the healthy and stable development of the company, According to the Chinese and foreign guarantee behavior, ensure the safety of the company’s assets, effectively control the company’s company law of the people’s Republic of China, the guarantee law of the people’s Republic of China and the risk of external guarantee, and promote the healthy and stable development of the company, according to the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Hua company law of the people’s Republic of China, civil code of the people’s Republic of China, Fa [2005] No. 120) Relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 8 – Several Issues Concerning Capital and financial transactions of listed companies and external guarantees of listed companies (regulatory requirements for external guarantees of securities), Shenzhen Stock Exchange Stock Shang Jian Fa [2003] No. 56, Shenzhen Stock Exchange Stock Listing rules, and the general principles This system is formulated in accordance with relevant laws, regulations, normative documents and the articles of association of the company. This system is formulated in accordance with the provisions of the articles of association.
Article 5 the company shall implement unified management of external guarantee. Article 5 the company shall implement unified management of external guarantee. Branches and functional departments of the company shall not provide external guarantees without authorization. The branches and functional departments of the shall not provide external guarantees without authorization. Without the approval of the board of directors or the general meeting of shareholders, and without the approval of the board of directors or the general meeting of shareholders, the company and its subsidiaries shall not provide external guarantee or mutual guarantee. The controlling company of the company shall not provide external guarantee or mutual guarantee. Where a joint-stock subsidiary provides a guarantee, it shall be deemed that the company provides a guarantee, and the company shall implement it in accordance with the provisions of this system.
Article 7 when providing external guarantee, the company shall require the guaranteed to provide counter guarantee or other effective measures to prevent guarantee risks. The counter guarantee provider shall have the ability to actually bear the debt, and the counter guarantee provided by it must be equal to the amount guaranteed by the company.
Article 7 when providing external guarantee, the company shall require the guaranteed company to provide counter guarantee or other effective measures to prevent guarantee risks for the controlling shareholders, actual controllers and their related parties. In case of counter guarantee, the controlling shareholder, actual controller and their related parties shall provide guarantee, and the provider shall have the ability to actually bear the debt and provide counter guarantee. The counter guarantee provided must be equal to the amount guaranteed by the company. If the company provides guarantee for its holding subsidiary or joint-stock company, and the holding company provides guarantee for the subsidiary, the company may not require other shareholders of the subsidiary or joint-stock company to provide counter guarantee according to the proportion of capital contribution. Provide risk control measures such as equivalent guarantee. If the shareholder fails to provide risk control measures such as equivalent guarantee to the company’s holding subsidiary or joint-stock company according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons and analyze the operation of the guarantee object On the basis of solvency, fully explain whether the guarantee risk is controllable and whether it damages the interests of the company.
Before and after revision
Article 8 when providing external guarantee, the company shall take necessary measures to verify the credit status of the guaranteed party with independent legal personality and strong repayment ability. The company can decide whether to provide guarantee on the basis of carefully judging the debt repayment ability of the guaranteed party and meeting one of the following conditions: debt repayment ability.
(I) mutual insurance units required by the company’s business; The company can be a unit with strong solvency and meeting the following conditions (II) having a real or potential important business relationship with the company. 1. Guarantee provided by the company:
(I) mutual insurance units required by the company’s business;
(II) units with actual or potential important business relationship with the company.
Article 19 the following external guarantees of the company must be approved by the general meeting of shareholders
Article 19 the following external guarantee acts of the company must be implemented after the shareholder’s (I) single guarantee amount exceeds the latest audited net assets meeting:
10% guarantee; (I) the amount of a single guarantee exceeds the latest audited net capital of the company (II) the total amount of external guarantees of the company and its subsidiaries, reaching 10% of the company’s assets or assets; The total amount of external guarantees provided by any (II) Company and its subsidiaries after exceeding 50% of the latest audited net assets exceeds the company’s guarantee; Any guarantee provided after 50% of the latest audited net assets (III) guarantee provided for the guarantee object with an asset liability ratio of more than 70%;
Guarantee; (III) the data of the latest financial statements of the guaranteed object shows that (IV) the guaranteed amount exceeds the company’s latest asset liability ratio by more than 70% within 12 consecutive months;
30% of the total audited assets; (IV) the accumulative amount of guarantee in the last 12 months exceeds the company’s (V) the amount of guarantee in consecutive 12 months exceeds 30% of the company’s latest audited total assets in the latest period;
50% of the audited net assets and the absolute amount exceeds 50 million yuan (V) the total amount of external guarantee of the company exceeds the civil currency of the company in the latest period; Any guarantee provided after 30% of the audited total assets;
(VI) guarantee provided to shareholders, actual controllers and their related parties (VI) guarantee provided to shareholders, actual controllers and their related parties; protect;
(VII) other guarantees stipulated by the exchange or the articles of association.
(VII) other guarantees stipulated by the exchange or the articles of association.
When the general meeting of shareholders considers that the amount of external guarantee of the company within one year exceeds the guarantee in Item (IV) of the preceding paragraph, any guarantee provided by the company after 30% of the total audited assets in the latest period shall be guaranteed by more than two-thirds of the voting rights held by the shareholders attending the meeting and approved by two-thirds of the voting rights held by the shareholders attending the meeting. The above is approved.
Article 35 an independent director shall give a special description of the company’s accumulated and current external guarantees and the implementation of this system in the annual report, and give independent opinions on the outstanding external guarantees at the end of the reporting period and the current period. Make a special explanation on the implementation of this system and give independent opinions.
Before and after revision
Article 43 for matters not covered in this system, the company shall comply with the company law of the people’s Republic of China and the guarantee of the people’s Republic of China. Article 43 for matters not covered in this system, the company shall comply with the China law, the notice on regulating the external guarantee behavior of listed companies, the company law of the people’s Republic of China, the civil law of the people’s Republic of China (Zheng Jian Fa [2005] No. 120), the code on regulating listed companies and Guidelines for the supervision of listed companies No. 8 – supervision requirements for capital transactions of related parties of listed companies and external guarantees of listed companies, Shenzhen Securities notice (zjf [2003] No. 56), listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and rules regulating the listing of stocks The provisions of the small and medium-sized enterprise documents of Shenzhen Stock Exchange shall be implemented. If the contents of this system conflict with the mandatory provisions of relevant laws, regulations, rules and normative documents such as relevant laws and guidelines for the protection of the rights and interests of board investors, the provisions of the company’s normative documents shall be implemented. If the contents of this system conflict with the mandatory provisions of relevant laws, regulations and normative documents, the provisions shall be implemented. The company shall comply with the requirements of relevant laws, regulations and normative documents. After the relevant laws, regulations and normative documents are modified, the institutional provisions of this system shall be implemented. If the matters specified conflict with the provisions of the system after the amendment of relevant laws, regulations and normative documents, the company shall implement the provisions of the amended laws, regulations and normative documents in accordance with the provisions of the amended laws, regulations and normative documents.
The modified normative documents of the company shall be implemented in accordance with the provisions of laws and regulations.
Article 45 this system shall come into force after being deliberated and approved by the board of directors of the company. Article 45 this system shall come into force after being deliberated and approved by the general meeting of shareholders of the company, and the same shall apply when it is revised. It shall come into force, and the same shall apply to the amendment
It is hereby announced that other parts remain unchanged.
Vanfund Urban Investment&Development Co.Ltd(000638) board of directors April 13, 2002
