Leyard Optoelectronic Co.Ltd(300296)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as “the company”) and control the business risks, This system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”) and the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the external guarantee mentioned in this system refers to the act that the company provides guarantee for the debtor’s debt to the creditor as a third party. When the debtor fails to perform the debt, the company performs the debt or assumes responsibility according to the agreement.
The external guarantee mentioned in this system includes the guarantee of the company to its holding subsidiaries. The forms of guarantee include guarantee, mortgage and pledge.
The 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 amount of external guarantee of the company’s holding subsidiaries.
Article 3 this system is applicable to the company and its holding subsidiaries (hereinafter referred to as “subsidiaries”), and the external guarantee of subsidiaries shall be implemented in accordance with this system.
Article 4 before the external guarantee matters are submitted to the board of directors or shareholders’ meeting for deliberation, the subsidiary shall make a written declaration to the company five working days in advance, and notify the Securities Department of the company in writing on the day when the board of directors or shareholders’ meeting makes a resolution to perform the relevant information disclosure obligations.
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 for external guarantee, the company must require the other party to provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity and the counter guarantee shall be enforceable.
Chapter II decision-making authority of external guarantee
Article 7 the general meeting of shareholders and the board of directors of the company are the examination and approval authorities for external guarantees. All external guarantees of the company must be approved by the general meeting of shareholders or the board of directors of the company in accordance with legal procedures. Without the approval of the general meeting of shareholders or the board of directors, the company shall not provide external guarantee.
Article 8 when the board of directors deliberates on external guarantees, it shall be deliberated and approved by more than two-thirds of the directors present at the meeting.
The board of directors has the right to review and approve external guarantees other than those listed in Article 9 of the system. Article 9 the following external guarantees must be approved by the general meeting of shareholders:
(I) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(V) the guarantee amount of the company within 12 consecutive months exceeds 30% of the company’s latest audited total assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees stipulated by Shenzhen Stock Exchange and the articles of association.
If the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which belongs to items 1 to 3 of paragraph 1 of this article, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
Article 10 when the general meeting of shareholders considers the external guarantee, it must be approved by more than half of the voting rights held by the shareholders attending the general meeting of shareholders. When considering the external guarantee in Item 5 of paragraph 1 of Article 9 of this system, it must be approved by more than 2 / 3 of the voting rights held by all shareholders attending the general meeting of shareholders.
Article 11 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.
Article 12 when the board of directors or the general meeting of shareholders of the company votes on more than two external guarantees at the same meeting, they shall vote on each guarantee item by item.
Chapter III acceptance and review procedures of the company’s external guarantee application
Article 13 before deciding to guarantee, the company shall master the credit status of the guaranteed object and carefully evaluate the interests and risks of the guarantee, including but not limited to:
(I) it is an enterprise legal person legally established and existing, and there is no need to terminate;
(II) good operating and financial conditions, stable cash flow and good development prospects; (III) where a guarantee has been provided, there shall be no case where the creditor requires the company to bear joint and several guarantee liability;
(IV) the materials provided are true, complete and effective;
(V) the company has control over it.
Article 14 the company’s external guarantee management adopts a multi-level review system, and the relevant departments of the company include:
(I) the financial management center is the preliminary examination and daily management department of the company’s external guarantee, which is responsible for accepting and preliminary examining the guarantee applications submitted by all the guaranteed persons, as well as the daily management and continuous risk control of external guarantee;
(II) the securities department is responsible for the compliance review of the company’s external guarantee and organizing the implementation of the approval procedures of the board of directors or the general meeting of shareholders.
Article 15 the company’s external guarantee application shall be uniformly accepted by the financial management center. The guaranteed shall submit the guarantee application and attachments to the financial management center at least 30 working days in advance. The guarantee application shall at least include the following contents:
(I) basic information of the guaranteed;
(II) description of the guaranteed main debt;
(III) guarantee type and guarantee period;
(IV) main terms of the guarantee agreement;
(V) the guarantor’s description of the repayment plan and source of the guaranteed debt;
(VI) counter guarantee scheme.
Article 16 when submitting the guarantee application, the guaranteed shall also attach the materials related to the guarantee, which shall include but not limited to:
(I) a copy of the business license of the enterprise legal person of the guaranteed;
(II) the latest audited financial statements of the guaranteed for the previous year and the latest period;
(III) main contract guarantee;
(IV) the format text of the guarantee contract provided by the creditor;
(V) description that there is no major litigation, arbitration or administrative punishment;
(VI) other materials deemed necessary by the financial management center.
Article 17 after accepting the application of the guaranteed, the financial management center shall, together with relevant departments, timely investigate the credit status of the guaranteed and conduct risk assessment, and submit a written report (together with the copy of the guarantee application and annex) to the securities department.
Article 18 the securities department shall conduct compliance review after receiving the written report of the financial management center and relevant materials of the guarantee application.
Article 19 after the guarantee application has passed the compliance review, the securities department shall organize the implementation of the approval procedures of the board of directors or the general meeting of shareholders in accordance with the relevant provisions of the articles of association.
Article 20 when examining the guarantee application of the guaranteed, the board of directors of the company shall carefully treat and strictly control the debt risk arising from the external guarantee. When necessary, the board of directors 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 21 when examining and approving two or more external guarantee applications (including two) at the same board meeting, the board of directors of the company shall vote on each external guarantee item by item, and shall obtain the consent of more than two-thirds of the directors attending the board meeting. If the number of directors participating in the voting of a certain external guarantee is less than two-thirds of all members of the board of directors due to the avoidance of voting by directors, the external guarantee shall be submitted to the general meeting of shareholders for voting. Article 22 when the board of directors or the general meeting of shareholders of the company makes a resolution on the guarantee, the directors or shareholders who have an interest in the guarantee shall withdraw from voting.
Article 23 the securities department shall record in detail the discussion and voting of the board meeting and the general meeting of shareholders on the guarantee matters, and shall timely perform the obligation of information disclosure.
Chapter IV daily management and continuous risk control of external guarantee
Article 24 when providing external guarantee, the company shall conclude a written contract. The guarantee contract shall comply with the provisions of the guarantee law and other relevant laws and regulations, and the main terms shall be clear and unambiguous.
Article 25 the financial management center is the daily management department of the company’s external guarantee, which is responsible for the unified registration and filing management of the external guarantee matters of the company and its holding subsidiaries.
Article 26 the financial management center shall properly keep and manage all documents and materials related to the external guarantee of the company (including but not limited to the guarantee application and its attachments, the review opinions of the financial management center, other departments of the company, the board of directors or the general meeting of shareholders, the signed guarantee contract, etc.), fill in the form of external guarantee of the company on a quarterly basis and send a copy to the general manager and the Secretary of the board of directors of the company.
Article 27 the financial management center shall track and supervise the operation and financial situation of the guaranteed during the guarantee period for continuous risk control. In case of significant adverse changes to the debt repayment ability of the guaranteed during the guarantee period, the financial management center shall timely report to the board of directors of the company. Do the following work:
(I) timely understand and grasp the use and withdrawal of funds of the guaranteed party;
(II) regularly learn about the debt repayment from the secured party and creditors;
(III) in case of any deterioration in the financial situation of the guaranteed party, report to the company in time and put forward suggestions; (IV) if the guaranteed party is suspected of transferring property to avoid debts, immediately report to the company and cooperate with the company’s legal counsel to prevent risks;
(V) notify the guaranteed party two months in advance to pay off the debt and follow-up work.
Article 28 If the guaranteed debt needs to be extended after maturity and needs to continue to be guaranteed by the company, it shall be regarded as a new external guarantee, and the procedures for examining and approving the guarantee application must be performed in accordance with the procedures specified in these provisions.
Article 29 If the guaranteed party fails to perform the contract and the creditor claims against the company, the company shall immediately start the counter guarantee recovery procedure.
Article 30 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the financial management center and the company’s legal adviser shall request the company to participate in the distribution of bankruptcy property and exercise the right of recovery in advance.
Article 31 Where there are two or more guarantors in a suretyship contract and it is agreed with the creditor to bear the suretyship liability according to the share, the company refuses to bear the suretyship liability beyond the company’s share.
Article 32 If the relevant audit departments and personnel or other senior managers of the company involved in this system fail to sign the external guarantee contract without authorization or delay in performing their duties in accordance with the prescribed procedures, resulting in actual losses to the company, the company shall investigate the responsibilities of the relevant responsible personnel.
Chapter V Information Disclosure of external guarantee
Article 33 after the board of directors or the general meeting of shareholders has made a resolution on the external guarantee of the company, the board of directors of the company shall timely submit relevant documents to Shenzhen Stock Exchange and disclose information in accordance with the requirements of the listing rules.
Article 34 for the disclosed guarantee matters, the relevant responsible departments and personnel shall timely inform the securities department in case of the following circumstances, so that the company can perform the obligation of information disclosure in time:
(I) the guaranteed fails to perform the repayment obligation within 15 trading days after the maturity of the debt;
(II) bankruptcy, liquidation and other situations seriously affecting the repayment ability of the guaranteed.
Article 35 in the semi annual report and 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 the above provisions, and express independent opinions. If necessary, they can hire an accounting firm to check.
Chapter VI accountability
Article 36 all directors of the company shall prudently treat and strictly control the debt risk arising from external guarantee, and the personnel directly responsible for the illegal or improper external guarantee shall be jointly and severally liable for the losses caused by the wrong guarantee according to law.
Article 37 any guarantee contract signed by any unit or individual of the company without examination and approval shall be null and void, and shall be liable for compensation if it causes damage to the company; Those suspected of committing a crime shall be investigated for legal responsibility according to law.
Article 38 If the management department of the company’s guarantee matters and relevant personnel provide guarantee to the outside world in violation of relevant examination and approval authority or procedures, resulting in losses to the company, they shall be subject to punishment and administrative sanctions according to the specific circumstances; Those suspected of committing a crime shall be investigated for legal responsibility according to law.
Chapter VII supplementary provisions
Article 39 “more than” and “more than” in this system include this number.
Article 40 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. In case of any conflict between the provisions of this system and the provisions of relevant laws, regulations, normative documents and the articles of association, or with the mandatory provisions of future laws, regulations and normative documents, the provisions of laws, regulations, normative documents and the articles of association shall prevail.
Article 41 the board of directors shall be responsible for the interpretation of this system.
Article 42 the system shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company, and the same is true for modification.
Leyard Optoelectronic Co.Ltd(300296) April 2022
