Huasi Holding Company Limited(002494) external guarantee management system
Chapter I Preface
Article 1 in order to ensure the external guarantee management of Huasi Holding Company Limited(002494) (hereinafter referred to as “the company” or “the company”), standardize the company’s guarantee behavior and control business risks, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the civil code of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as “the Listing Rules”) This system is formulated in accordance with the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “standardized operation”) and Huasi Holding Company Limited(002494) articles of Association (hereinafter referred to as “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). 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 office of the board of directors of the company in writing on the day when the board of directors or shareholders’ meeting makes a resolution to fulfill 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 external guarantees must be deliberated by the board of directors or the general meeting of shareholders.
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 and by more than two-thirds of all independent directors.
The board of directors has the right to review and approve external guarantees other than those listed in Article 11 of the system. Article 9 external guarantees that should be deliberated and approved by the general meeting of shareholders must be deliberated and approved by the board of directors in the form of special resolution before they can be submitted to the general meeting of shareholders for deliberation.
Article 10 when the general meeting of shareholders deliberates on the external guarantee, it shall be approved by more than half of the voting rights held by the shareholders attending the general meeting of shareholders. When deliberating on the external guarantee in Item (V) of Article 11 of the system, it shall be approved by more than two-thirds of the voting rights held by all shareholders attending the general meeting of shareholders.
Article 11 the following external guarantees must be approved by the general meeting of shareholders:
(I) 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;
(II) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 30% of the company’s total audited assets in the latest period;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70% according to the data of the latest financial statements;
(IV) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(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 and the articles of association.
Article 12 when the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliated enterprises, 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 13 Where 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.
Article 14 If the general meeting of shareholders and the board of directors of the company violate the relevant examination and approval authority and deliberation procedures in the process of external guarantee, they shall not only correct and rectify in time, but also pursue the responsibilities of the relevant responsible persons. Accountability for relevant responsible persons, including criticism and education, reducing salary standards, withholding due bonuses, dismissal, etc.
Article 15 when a listed company provides guarantee for a holding subsidiary or a joint-stock company, other shareholders of the holding subsidiary or 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 joint-stock company of the listed company according to the proportion of capital contribution, it shall fully explain whether the guarantee risk is controllable and whether it damages the interests of the listed company.
Article 16 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 listed company can estimate the total amount of new guarantees for the two types of subsidiaries with an 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 listed 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 17 where it is difficult for the joint venture to enter into a guarantee agreement and its corresponding conditions to be reviewed by the shareholders’ meeting in the future, or if it is expected that there are a large number of new guarantee objects to be listed within 10 months, and it is difficult to submit the following guarantee agreements and their corresponding conditions to the shareholders’ meeting each year:
(I) the guaranteed person is not a director, supervisor, senior manager, shareholder holding more than 5%, actual controller and legal person or other organization controlled by the listed company;
(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 listed 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.
Article 18 If a listed company estimates the guarantee amount to its joint venture or associated enterprise and meets the following conditions, it may 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 latest audited net assets of the listed company;
(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 listed company shall disclose in a timely manner when the aforesaid adjustment actually occurs.
Chapter III acceptance and review procedures of the company’s external guarantee application
Article 19 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) holding subsidiaries of the company and other units with control relationship.
The above units must have strong solvency and comply with the relevant provisions of this system.
Article 20 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 21 the company’s external guarantee management adopts a multi-level review system, and the relevant departments of the company include:
(I) the finance department 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 office of the board of directors 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 22 the company’s external guarantee application shall be uniformly accepted by the finance department. The guaranteed shall submit the guarantee application and attachments to the finance department 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 23 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 finance department.
Article 24 After accepting the application of the guaranteed, the finance department shall timely investigate the credit status of the guaranteed and conduct risk assessment together with relevant departments, and submit the written report (together with the copy of the guarantee application and annex) to the office of the board of directors.
Article 25 the office of the board of directors shall conduct compliance review after receiving the written report of the finance department and relevant materials of the guarantee application.
Article 26 after the guarantee application has passed the compliance review, the office of the board of directors 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 27 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 28 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 29 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 30 the office of the board of directors shall record in detail the discussion and voting of the guarantee matters considered at the meeting of the board of directors and the general meeting of shareholders, and shall timely perform the obligation of information disclosure.
Article 31 in the 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 this system, and express independent opinions.
Chapter IV daily management and continuous risk control of external guarantee
Article 32 when providing external guarantee, the company shall conclude a written contract. The guarantee contract shall comply with the provisions of the civil code and other relevant laws and regulations, and the main terms shall be clear and unambiguous.
Article 33 The finance department 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 34 The finance department 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 finance department, other departments of the company, the board of directors or the general meeting of shareholders, the signed guarantee contract, etc.), and shall 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 35 the finance department 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 finance department shall timely report to the board of directors of the company. The following work shall be done: (I) timely understand and master 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 36 after the debts guaranteed to others are due, the company shall urge the guaranteed party to change the repayment effectiveness within a limited time. If the guaranteed fails to perform his obligations on time, the company shall take necessary remedial measures in time.
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 herein.
Article 37 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 38 The People’s court accepts the debtor
