Keeson Technology Corporation Limited(603610)
Financing and external guarantee management system
Chapter I General Provisions
Article 1 in order to standardize the financing management of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”), effectively control the financing risks of the company and protect the financial safety of the company and the legitimate rights and interests of shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the civil code of the people’s Republic of China (hereinafter referred to as “the civil code”) This system is formulated in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules of Shanghai Stock Exchange) and the Keeson Technology Corporation Limited(603610) articles of Association (hereinafter referred to as the articles of association).
Article 2 the term “financing” as mentioned in this system refers to the company’s indirect financing to financial institutions dominated by banks, mainly including comprehensive credit, working capital loans, technical transformation and fixed asset loans, letter of credit financing, bill financing and issuance of letter of guarantee.
The system is not applicable to the direct financing of the company.
Article 3 the term “external guarantee” as mentioned in this system refers to the guarantee, mortgage, pledge or other forms of guarantee provided by the company to others as a third party.
This system is not applicable to the guarantee provided by the company for its own debts.
Article 4 the company’s financing shall follow the principles of prudence, equality, mutual benefit, voluntariness and good faith. The controlling shareholder and other related parties shall not force the company to provide guarantee for others.
Article 5 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters, and may employ an accounting firm to verify the company’s accumulated and current external guarantee conditions when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced. In the annual report, the independent directors of the company shall make a special explanation on the external guarantee that has not been fulfilled at the end of the reporting period and occurred in the current period and the implementation of the above provisions, and express independent opinions.
Chapter II examination and approval of corporate financing
Article 6 as the management department of financing matters, the Finance Department of the company shall uniformly accept the financing applications of all departments of the company, and report the matter to the competent department of the company for approval according to the authority specified in Articles 7 to 9 of this system after preliminary examination.
Article 7 according to the authorization of the general meeting of shareholders and the board of directors, if the asset liability ratio indicated in the latest audited financial statements of the company does not exceed 70%, and the cumulative amount of the company in a fiscal year does not exceed 10% (including 10%) of the latest audited net asset value of the company, it shall be deliberated and approved by the general manager’s office meeting of the company and reported to the chairman of the company for approval.
Article 8 where the asset liability ratio indicated in the latest audited financial statements of the company does not exceed 70%, the single working capital financing amount of the company or the cumulative financing amount in an accounting year will exceed 10% but not more than 50% (including 50%) of the latest audited net asset value of the company, it shall be reported to the board of directors for approval.
When the asset liability ratio indicated in the latest audited financial statements of the company exceeds 70%, the financing matters of the company must be reported to the general meeting of shareholders for deliberation and approval.
Article 9 if the company’s single financing amount or cumulative financing amount in an accounting year will exceed 30% of the company’s latest audited net asset value, or financing is carried out after meeting the above standards, it shall be reviewed and approved by the board of directors and reported to the general meeting of shareholders for approval.
Article 10 when applying for financing, the company shall submit the financing application report, which must be complete and at least include the following contents:
(I) name of financial institution to provide financing;
(II) the amount and term of the proposed financing;
(III) purpose of funds obtained through financing;
(IV) repayment source and repayment plan;
(V) guarantee institutions providing guarantee for financing;
(VI) description of the company’s assets and liabilities;
(VII) other relevant contents.
Detailed feasibility study report must also be submitted when applying for technical transformation or fixed asset loan.
Article 11 when reviewing the financing application report submitted by the company according to the above authority, the relevant departments of the company shall carefully review the business plan and financing purpose involved in the financing matters. For projects requiring the approval of the government or relevant competent departments, relevant approval documents shall be checked; If the board of directors or the general meeting of shareholders deems it necessary, it may employ external financial or legal professional institutions to provide professional opinions on such financing matters as the basis for the decision-making of the board of directors and the general meeting of shareholders.
When examining and approving the financing application, the relevant departments of the company shall fully consider the asset liability status of the applicant at the same time. For the application with too high asset liability ratio, the financing party shall carefully examine and approve the new financing application.
When applying for financing, a branch or holding subsidiary of the company shall also submit a financing application report and approve it in accordance with the authority of Articles 5 to 9 above.
Chapter III conditions for the company to provide external guarantee
Article 12 when providing external guarantee, the company must review the credit of the guaranteed object, and the guaranteed object shall meet the following requirements:
(I) have independent legal personality;
(II) strong solvency;
(III) comply with the relevant provisions of the articles of association.
Article 13 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 14 If the company considers that it is necessary to develop its business and cooperative relationship with the guarantor who does not meet the conditions listed in Article 13 of this system and the risk is small, the guarantor can be provided with the consent of more than two-thirds of the company attending the meeting of the board of directors or after the deliberation and approval of the general meeting of shareholders.
Article 15 before deciding to provide guarantee for others or submitting it to the shareholders’ meeting for voting, the board of directors of the company shall master the credit status of the debtor and fully analyze the interests and risks of the guarantee. Article 16 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. The counter guarantee or other effective risk prevention measures provided by the guarantor must correspond to the amount of guarantee. 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.
Chapter IV approval of external guarantee provided by the company
Article 17 without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee.
Article 18 as the management department of external guarantee matters, the Finance Department of the company shall uniformly accept the application for external guarantee of the company, conduct preliminary examination on the matter, and submit it to the competent department of the company for approval according to the authority specified in Article 20 of this system.
If the company provides external guarantee, the Finance Department of the company shall apply to the competent department.
Article 19 when each department or branch of the company submits an application for external guarantee to the Finance Department of the company, and the Finance Department of the company submits such an application to the board of directors, it shall submit the materials related to such guarantee matters as an application annex, which includes but is not limited to:
(I) copies of the basic information of the guaranteed and the business license of the enterprise legal person;
(II) the audited financial statements and business analysis report of the guaranteed for the latest year and period;
(III) the text of the main debt contract to be signed between the main debtor and the creditor;
(IV) relevant data of the main debt involved in this guarantee (analysis report of expected economic effect, etc.); (V) the text of the guarantee contract to be signed;
(VI) description of the counter guarantee contract to be signed and the basic information of the real estate, chattel or right to be used as the collateral of the counter guarantee and copies of relevant right certificates;
(VII) description that the guaranteed has no potential and ongoing major litigation, arbitration or administrative punishment;
(VIII) other relevant data.
If the board of directors or the general meeting of shareholders deems it necessary, it may employ external financial or legal professional institutions to provide professional opinions on such external guarantee matters as the basis for the decision-making of the board of directors and the general meeting of shareholders.
Article 20 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation and approval after being adopted by the resolution of the board of directors.
(I) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the total audited assets of the company in the latest period;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) according to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeding 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 Shanghai Stock Exchange.
The guarantee in Item (V) of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. 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.
The external guarantee matters deliberated by the general meeting of shareholders must be deliberated and approved by the board of directors before they can be submitted to the general meeting of shareholders for deliberation. In addition, the general meeting of shareholders authorizes the board of directors to review and approve the external guarantee.
When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors, except that it shall be approved by more than half of all directors.
Article 21 when the board of directors or the general meeting of shareholders of the company votes on the external guarantee, the directors or shareholders associated with the guarantee shall withdraw from voting.
The meeting of the board of directors to consider the guarantee can be held with the presence of more than half of the directors who are not related to the guarantee. If the number of unrelated directors attending the board of directors is less than three, all directors (including affiliated directors) shall make resolutions on procedural issues such as submitting such external guarantees to the general meeting of shareholders for deliberation in accordance with the provisions of the articles of association, and the general meeting of shareholders shall make relevant resolutions on such external guarantees.
Article 22 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 V Implementation and risk management of corporate financing and external guarantee
Article 23 after the financing or external guarantee of each department and branch of the company is approved by the competent department of the company, the chairman of the company or his authorized person shall sign the financing contract or guarantee contract on behalf of the company. If the holding subsidiary of the company provides guarantee for the legal person or other organization within the scope of the company’s consolidated statements, the company shall disclose it in time after the holding subsidiary performs the deliberation procedures, except for the guarantee matters that should be submitted to the general meeting of shareholders of the company for deliberation in accordance with the stock listing rules of Shanghai Stock Exchange.
Except for the circumstances in the preceding paragraph, after the financing or external guarantee of the company’s holding subsidiary is approved by the competent department of the company, the chairman of the holding subsidiary or his authorized person shall sign the financing contract or guarantee contract on behalf of the company.
Article 24 a guarantee contract shall at least include the following contents:
(I) type and amount of principal creditor’s rights guaranteed;
(II) the time limit for the debtor to perform its obligations;
(III) guarantee method;
(IV) scope of guarantee;
(V) guarantee period;
(VI) other matters that the parties consider necessary to be agreed.
Article 25 when a guarantee contract is concluded, the responsible person 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 and its holding subsidiaries shall refuse to provide guarantee and report to the board of directors or the general meeting of shareholders of the company.
Article 26 when accepting counter guarantee mortgage and counter guarantee pledge, the financial department of the company, together with the office of the board of directors of the company, shall improve the relevant legal procedures, especially the registration of mortgage or pledge in time. Article 27 the financing contract or guarantee contract concluded by the company shall be submitted to the Finance Department of the company and the office of the board of directors of the company for registration within 7 days from the date of signing.
Article 28 If the financing matters and external guarantee matters that have been approved in accordance with the authority specified in Chapter II and Chapter IV of this system fail to sign relevant financing contracts or guarantee contracts within 30 days after the approval, and the financing or guarantee procedures are handled after the time limit is exceeded, they shall be regarded as new financing or guarantee matters, and the approval procedures shall be handled again in accordance with the provisions of this system; If there are different provisions in the resolution of the board of directors or the resolution of the general meeting of shareholders, such provisions shall prevail.
Article 29 If the guaranteed debt needs to be extended after maturity and the company needs to continue to provide guarantee, it shall be regarded as a new external guarantee, and the examination and approval procedures of guarantee application must be performed in accordance with the procedures specified in this system.
If the main debt contract guaranteed by the company is changed but does not involve the company’s guarantee liability, the board of directors of the company shall decide whether to continue to bear the guarantee liability; If the main debt contract is changed and involves the change of the company’s guarantee liability, the review and approval procedure of guarantee application shall be performed in accordance with the relevant provisions of this system.
Article 30 when using the funds obtained through financing, they shall be used in accordance with the purpose of the funds specified in the financing contract. If it is necessary to change the purpose, the fund using department shall submit an application and perform the approval procedures in accordance with the relevant authorities specified in Articles 7 to 9 of this system.
Article 31 If the Finance Department of the company is expected to be unable to repay the loan at maturity, it shall timely understand the reasons for the overdue repayment and jointly formulate an emergency plan with relevant departments.
If the financing period needs to be extended at the expiration of the financing period, the Finance Department of the company shall timely report to the board of directors and explain the reasons and repayment period.
Article 32 the company shall appoint the finance department to strictly follow the financing contract
