Vanfund Urban Investment&Development Co.Ltd(000638)
External guarantee management system
Chapter I General Provisions
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, standardize the company’s external guarantee behavior, ensure the safety of the company’s assets, effectively control the company’s external guarantee risk and promote the healthy and stable development of the company, according to the company law of the people’s Republic of China This system is formulated in accordance with 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 other relevant laws, regulations, normative documents and the articles of association.
Article 2 this system is applicable to the company and its wholly-owned and holding subsidiaries (hereinafter referred to as “subsidiaries”). Article 3 the guarantee, pledge or other forms of guarantee provided by the company or its subsidiaries to the outside refers to the system of external guarantee, personal pledge or other assets of the company.
The types of guaranteed debts include but are not limited to applying for bank credit line, bank loan, opening letter of credit, bank acceptance bill, bank guarantee, etc.
Article 4 when providing external guarantee, the company shall follow the principles of equality, voluntariness, fairness, integrity and mutual benefit.
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. 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. If the holding subsidiary of the company 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 6 the directors and senior managers of the company shall prudently treat and strictly control the possible debt risks arising from external guarantee, and shall be liable for the losses arising from illegal guarantee according to law.
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.
If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
The company provides guarantees for its holding subsidiaries and joint-stock companies, and other shareholders of such holding subsidiaries and joint-stock companies shall provide risk control measures such as equivalent guarantees in proportion to their capital contributions. If such shareholders fail to provide risk control measures such as equivalent guarantees to the company’s holding subsidiaries or joint-stock companies in proportion to their capital contributions, the board of directors of the company shall disclose the main reasons, and on the basis of analyzing the operation and solvency of the guaranteed objects, Fully explain whether the guarantee risk is controllable and whether it damages the interests of the company.
Chapter II examination and approval of guarantee
Section 1 conditions of the guaranteed
Article 8 when providing external guarantee, the company shall take necessary measures to check the credit status of the guaranteed party, and decide whether to provide guarantee on the basis of prudent judgment of the guaranteed party’s ability to repay its debts.
The company can provide guarantee for units with strong solvency and meeting one of the following conditions:
(I) mutual insurance units required by the company’s business;
(II) units with actual or potential important business relationship with the company.
Article 9 although the company does not meet the conditions specified in Article 8 of this system, but the company believes that the application guarantor (including units and individuals) who needs to develop business contacts and cooperative relations with it has small guarantee risk, the company can provide guarantee with the consent of the board of directors or the general meeting of shareholders.
Section 2 examination of guarantee
Article 10 the company’s external guarantee application shall be uniformly accepted by the company’s chief financial officer. The application guarantor shall submit the guarantee application and attachments to the chief financial officer at least 15 working days in advance. The guarantee application shall at least include the following contents:
(I) basic information of the guarantor (such as company name or individual name, domicile address, legal representative name, business scope, business term, main business actually engaged in, total assets, net assets, operating income, net profit and other financial information of the latest year and the latest period);
(II) description of the guaranteed main debt;
(III) the repayment plan or repayment plan of the guarantor for the main debt and the description of the source of repayment funds;
(IV) main terms of the guarantee contract (or letter of guarantee) (such as guarantee method, guarantee amount, guarantee scope, guarantee period, etc.);
(V) basic information of the counter guarantor, counter guarantee scheme and main terms of the counter guarantee contract (or letter of guarantee) (such as guarantee method, guarantee amount, guarantee scope, guarantee period, etc.).
Article 11 when submitting an application for guarantee, the applicant for guarantee shall also provide relevant materials related to guarantee, which shall at least include:
(I) copies of business license of enterprise legal person, qualification certificate of social organization legal person and personal identity certificate of the guarantor and counter guarantor;
(II) the original of the audit report and financial report (financial statement) of the applicant guarantor and the counter guarantor in the latest year or the latest period;
(III) the main debt contract to be signed or already signed by the guarantor;
(IV) text of guarantee contract (or letter of guarantee) and counter guarantee contract (or letter of guarantee) to be signed; (V) if the counter guarantor provides mortgage or pledge counter guarantee with real estate, land use right, motor vehicles, trademarks, patents and other properties, it shall provide the ownership certificate of relevant properties;
(VI) description of whether there are pending or foreseeable major litigation, arbitration or administrative punishment cases against the guarantor and the counter guarantor;
(VII) other materials deemed necessary by the company.
Article 12 after accepting the application of the guarantor, the chief financial officer of the company shall timely transfer the relevant materials to the finance department, which shall, together with the legal personnel of the company, investigate the financial status and credit status of the guarantor and the counter guarantor, and assess the risk of the guarantee provided by the company.
When investigating and verifying the financial status and credit status of the applicant guarantor and the counter guarantor, the financial department and legal personnel of the company shall at least include the following contents:
(I) whether the business license of enterprise legal person, qualification certificate of social organization legal person or personal identity certificate are true and valid;
(II) whether the main debt contract, guarantee contract and counter guarantee contract (or guarantee letter) applying for guarantee are legal and compliant;
(III) explanation and analysis of the audit report, financial report (financial statement) and solvency of the applicant guarantor and the counter guarantor in the latest year or period;
(IV) whether the counter guarantee provided by the application guarantor is sufficient and whether the property ownership used as counter guarantee is defective;
(V) whether the applicant guarantor has good credit and whether he has a record of non-performing loans in the deposit bank;
(VI) other materials that are helpful to analyze the financial status and credit status of the guarantor.
After the financial department and the legal personnel form a written report through investigation, they shall submit the written report together with the guarantee application and copies of attachments and other relevant materials to the chief financial officer for review. After approval, the chief financial officer shall submit it to the Secretary of the board of directors and the securities affairs department for compliance review.
Article 13 the Secretary of the board of directors and the Securities Affairs Department of the company shall timely review the compliance after receiving the relevant materials of the guarantee application submitted by the chief financial officer. After review and approval, the Secretary of the board of directors shall timely organize and perform the approval procedures of the board of directors or the general meeting of shareholders in accordance with relevant laws, regulations, normative documents, the articles of association and the system.
Article 14 when examining the guarantee application of the guarantor, the board of directors of the company shall carefully treat and strictly control the debt risk that may arise from the external guarantee. When the board of directors deems it necessary, it may hire an external professional institution to evaluate the risk of the implementation of the external guarantee as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 15 the company shall not provide guarantee for the applicant under any of the following circumstances:
(I) the subject qualification of the guarantor applied for is illegal;
(II) there are false, misleading statements or major omissions in the materials provided by the guarantor;
(III) the debts applied for company guarantee are in violation of laws and regulations;
(IV) the company has provided guarantee for the guarantor, but the guaranteed debt is overdue and / or in arrears of principal and interest, resulting in losses to the company;
(V) the business condition and financial condition of the applicant guarantor have deteriorated or will deteriorate, and may not be able to pay off the debts on schedule;
(VI) the guarantor has incurred significant losses in the previous year, or is expected to incur significant losses in the current year;
(VII) the applying guarantor commits fraud when applying for guarantee, or there is malicious collusion between the applying guarantor, the counter guarantor and the creditor;
(VIII) the counter guarantee is insufficient or the ownership of the property used as counter guarantee is defective, or the property used as counter guarantee is prohibited or restricted from circulation or non transferable by laws and regulations;
(IX) the application guarantor has pending or foreseeable major litigation, arbitration or administrative punishment cases, which will affect its ability to pay off its debts;
(x) other circumstances in which the board of directors of the company considers that the guarantee cannot be provided.
Section III approval authority and procedures of guarantee
Article 16 the external guarantee of the company must be deliberated by the board of directors or the general meeting of shareholders.
Article 17 Where the company provides guarantee for related parties, it shall seek the opinions of independent directors. Independent directors shall express independent opinions in accordance with relevant laws, regulations and normative documents.
Article 18 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.
Article 19 the following external guarantees of the company must be implemented after being deliberated and approved by the general meeting of shareholders:
(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 subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) the latest financial statement data of the guaranteed object shows that the asset liability ratio exceeds 70%;
(IV) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company’s latest audited total assets;
(V) any guarantee provided after the total external guarantee of the company exceeds 30% of the total audited assets of the company in the latest period;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees stipulated by the exchange or the articles of association.
When the general meeting of shareholders of the company deliberates the guarantee matters in Item (IV) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 20 external guarantees other than those listed in Article 19 of the system shall be implemented after deliberation and approval by the board of directors of the company.
Article 21 the external guarantee that should be examined and approved by the board of directors must be approved by more than half of all directors, and a resolution can be made only with the deliberation and consent of more than two-thirds of the directors attending the meeting of the board of directors and more than two-thirds of all independent directors.
If a director is related to the guarantee matters considered by the board of directors, he shall not exercise the right to vote on the resolution, nor shall he exercise the right to vote on behalf of other directors. The meeting of the board of directors can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 22 when the general meeting of shareholders deliberates on the guarantee provided by the company for shareholders, actual controllers and their related parties, such shareholders or shareholders controlled by actual controllers shall not participate in the voting on the matter. The voting shall be adopted by more than half of the voting rights held by other shareholders attending the shareholders’ meeting.
Where the company provides guarantee for shareholders holding less than 5% of the company’s shares, the provisions of the preceding paragraph shall apply, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders.
Chapter III conclusion of guarantee contract and counter guarantee contract
Article 23 when providing guarantee or accepting counter guarantee, the company shall conclude a written contract (including letter of guarantee, the same below).
Article 24 guarantee contracts and counter guarantee contracts shall be signed by the chairman of the company or his authorized agent, and no other person shall sign external guarantee contracts on behalf of the company without authorization.
No one may sign external guarantee contracts on behalf of the company without the resolution of the board of directors or the general meeting of shareholders. Article 25 the contents of a guarantee contract and a counter guarantee contract shall comply with the relevant laws and regulations of China, and the main terms shall be clear and unambiguous.
Article 26 a guarantee contract and a counter guarantee contract shall at least specify the following terms:
(I) type and amount of secured creditor’s rights;
(II) the time limit for the debtor to perform its obligations;
(III) guarantee method, guarantee amount, guarantee scope and guarantee period;
(IV) rights, obligations and liabilities for breach of contract of each party;
(V) applicable laws and dispute resolution methods;
(VI) other matters that the parties consider necessary to be agreed.
Article 27 when the company provides external guarantee (such as mortgage and pledge) or accepts counter guarantee, the Finance Department of the company shall properly handle the relevant legal procedures together with the legal personnel of the company, especially when accepting counter guarantee, it must timely go through the registration procedures of asset mortgage or pledge with the relevant government departments.
Chapter IV daily management and risk control of guarantee
Article 28 the Finance Department of the company is the functional management department of guarantee matters, which is responsible for the registration and cancellation of guarantee matters.
The finance department shall set up an account to record the external guarantee truthfully, accurately and completely. Before the debt guaranteed by the company is due, the finance department shall actively urge the guaranteed to pay off the debt on time.
The finance department shall properly keep and manage all documents related to the external guarantee of the company (including but not limited to the guarantee application and its attachments, the review opinions of the finance department, legal personnel, chief financial officer, Secretary of the board of directors and other departments of the company, the resolutions of the board of directors or the general meeting of shareholders, and the signed documents)
