Guangdong Kitech New Material Holding Co.Ltd(300995)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as “the company”), effectively control the external guarantee risk of the company and ensure the safety of the company’s assets, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the civil code of the people’s Republic of China (hereinafter referred to as “the civil code”) and other laws and regulations The system is formulated in accordance with the relevant provisions of normative documents and Guangdong Kitech New Material Holding Co.Ltd(300995) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “external guarantee” as mentioned in this system refers to the act that the company and its wholly-owned and holding subsidiaries (hereinafter referred to as “subsidiaries”) provide a certain way of guarantee to the guaranteed and bear the corresponding legal liabilities according to the principles of fairness, voluntariness and mutual benefit in accordance with the civil code and the guarantee contract or agreement, including the guarantee of the company to the subsidiaries.
Article 3 the general meeting of shareholders and the board of directors of the company are the decision-making bodies 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 procedures. Without the approval of the general meeting of shareholders or the board of directors, the company shall not provide external guarantee.
Article 4 in establishing and implementing the internal control of guarantee, the company shall strengthen the risk control of key links and take corresponding control measures to achieve the following objectives:
(I) ensure the standardization of guarantee business and prevent and control the risk of contingent liabilities;
(II) ensure the authenticity, completeness and accuracy of the guarantee business and meet the needs of information disclosure;
(III) comply with relevant national guarantee regulations and the requirements of regulatory authorities;
(IV) relevant contracts and agreements must comply with the provisions of national laws and regulations such as the civil code and the articles of association.
Article 5 when providing guarantee for others, the company shall take necessary measures such as counter guarantee to prevent risks, and the provider of counter guarantee shall have actual bearing capacity.
Chapter II object of external guarantee
Article 6 the company can 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 actual or potential important business relationship with the company;
(III) 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 7 if the application guarantor does not meet the conditions listed in Article 6, but the company believes that it needs to develop its business and cooperative relationship with it, the operation and finance of the application guarantor are normal, there is no relatively large operation risk and financial risk, and the application guarantor or a third party can provide effective counter guarantee for its legally owned assets. If the risk is small, it can provide guarantee after deliberation by the board of directors or the general meeting of shareholders of the company.
Article 8 the counter guarantee and other effective risk prevention measures provided by the applying guarantor must correspond to the amount to be guaranteed, and the provider of the counter guarantee shall have the actual ability to bear the risk. 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.
Article 9 the company shall follow the principle of equal amount in providing guarantee for the mutual insurance unit, and the other party shall require it to provide corresponding counter guarantee for the excess part.
Chapter III Examination and approval of external guarantee
Article 10 the company shall investigate the operation and reputation of the guaranteed. The board of directors shall carefully consider and analyze the financial status, operation status, industry prospect and credit situation of the guaranteed party, and make decisions prudently according to law. The company may, when necessary, hire an external professional organization to assess the risk of implementing external guarantee, which can be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 11 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 but not limited to business license, copy of articles of association, identity certificate of legal representative, relevant information reflecting the relationship with the company and other relationships;
(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 12 at the same time, the company shall investigate its business status and reputation through the opening bank and business unit of the applicant guarantor, and shall not provide guarantee for the applicant guarantor with deteriorating business status or bad reputation. Article 13 according to the basic information provided by the guarantor applicant, the company shall organize the investigation and verification of the operation and financial status, project status, credit status and industry prospect of the guarantor applicant, conduct risk assessment on the guarantee business, ensure that the guarantee business complies with national laws and regulations and the guarantee policy of the enterprise, review in accordance with the contract approval procedures, and submit the relevant information to the board of directors or the general meeting of shareholders for approval.
Article 14 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) if the bank has failed to implement the guarantee measures until the loan is overdue, it is the case that the bank has failed to repay the interest;
(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 where the board of Directors considers that the guarantee cannot be provided.
Article 15 the company shall not provide external guarantee without the approval of the board of directors or the general meeting of shareholders. The following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(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 holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(V) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other circumstances stipulated by laws, regulations, normative documents and the articles of association.
When the general meeting of shareholders deliberates the guarantee matters in Item (V) of this article, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Where 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 4 of paragraph 1 of this article, it may be exempted from being submitted to the general meeting of shareholders for deliberation, unless otherwise stipulated in the articles of association.
The provisions of this article shall apply to the external guarantee of the company within 12 months in accordance with the principle of cumulative calculation. If the obligations have been performed in accordance with the relevant provisions, it will not be included in the relevant cumulative calculation scope.
Article 16 Where the company provides guarantee for related parties, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. 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.
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 17 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 18 external guarantees other than those listed in Article 15 of the system shall be implemented after deliberation and approval by the board of directors of the company.
The external guarantee to be approved by the board of directors must be reviewed and approved by more than two-thirds of the directors present at the board of directors and a resolution must be made.
Article 19 the company’s independent directors and the recommendation institution (if applicable) shall, when the board of directors deliberates on the external guarantee (except the guarantee provided to the subsidiaries within the scope of merger), express independent opinions on its legality and compliance, impact on the company and existing risks. If necessary, they may hire an accounting firm to check the company’s accumulated and current external guarantee. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Chapter IV external guarantee contract
Article 20 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 21 a guarantee contract and a counter guarantee contract shall at least specify the following terms:
(I) type and amount of principal creditor’s rights guaranteed;
(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 22 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. The other party shall be required to amend the provisions that violate laws, regulations, the articles of association, the relevant resolutions of the board of directors or the general meeting of shareholders and impose unreasonable obligations or unpredictable risks on the company. 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 23 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 24 when accepting counter guarantee mortgage and counter guarantee pledge, the Finance Department of the company shall, together with the hired legal counsel, improve the relevant legal procedures, especially the registration of mortgage or pledge in time.
Article 25 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 V Administration of external guarantee
Article 26 The Finance Department of the company is responsible for the registration, cancellation and daily management of guarantee matters.
Article 27 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 28 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 29 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. Article 30 after the debts guaranteed to others are due, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time. If the guaranteed fails to pay off its debts within the time limit, or the guaranteed goes bankrupt, dissolves, liquidates, or the creditor claims that the guarantor should bear the guarantee liability, the company shall timely understand the operation, financial status and debt repayment of the guaranteed, disclose relevant information according to law, and take remedial measures and start recovery procedures in time. Article 31 the independent directors of the company shall, in the annual report, make a special description of the company’s accumulated and current external guarantees, and express independent opinions.
Chapter VI disclosure of external guarantee information
Article 32 the company shall conscientiously perform the obligation of information disclosure of external guarantees in accordance with the Listing Rules of the stock exchange, the articles of association, the information disclosure management system and other relevant provisions.
Article 33 the external guarantees reviewed and approved by the board of directors or the general meeting of shareholders of the company must be timely disclosed on the information disclosure newspapers and websites designated by the company. The contents of disclosure include the resolutions of the board of directors or the general meeting of shareholders, the total amount of external guarantees provided by the company and its subsidiaries as of the date of information disclosure, the total amount of guarantees provided by the company to its subsidiaries, and the proportion of the above amounts in the latest audited net assets of the company, etc.
Article 34 a subsidiary shall timely notify the Secretary of the board of directors of the company to perform relevant information disclosure obligations after the resolution is made by its board of directors or general meeting of shareholders.
Article 35 when it is found that the guaranteed fails to perform the repayment obligation within 15 working days after the maturity of the debt, or the guaranteed goes bankrupt, liquidates, or the creditor claims that the guarantor performs the guarantee obligation, the company shall timely understand the debt repayment of the guaranteed
