Baoding Lucky Innovative Materials Co.Ltd(300446)
External guarantee management system
Chapter I General Provisions
Article 1 in order to protect the legitimate rights and interests of investors, regulate the external guarantee behavior of Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as "the company"), effectively prevent the external guarantee risk of the company and ensure the safety of the company's assets, according to the company law of the people's Republic of China, the guarantee law of the people's Republic of China and the notice on regulating the external guarantee behavior of listed companies This system is hereby formulated in combination with the actual situation of the company in accordance with the relevant provisions of laws, regulations, normative documents such as the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the articles of association of the company.
Article 2 the term "external guarantee" as mentioned in this system refers to the guarantee provided by the company for others, including the guarantee of the company to its holding subsidiaries.
Article 3 the external guarantee of the company is subject to unified management. Without the approval of the board of directors or the general meeting of shareholders, no one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the company.
Article 4 the directors and senior managers of the company shall prudently treat and strictly control the debt risks arising from the guarantee, and bear joint and several liabilities for the losses arising from the illegal or improper external guarantee according to law.
Article 5 the external guarantee of a subsidiary controlled or actually controlled by the company shall be regarded as the act of the company, and its external guarantee shall be subject to this system. The holding subsidiary of the company shall timely notify the company to perform relevant information disclosure obligations after the resolution is made by its board of directors or shareholders' meeting.
Article 6 the company's external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 7 when providing guarantee for others, the company shall take necessary measures such as counter guarantee to prevent risks. The counter guarantee shall be enforceable, and the provider of counter guarantee shall have actual bearing capacity.
Article 8 the independent directors of the company shall make special explanations on the company's accumulated and current external guarantees in the annual report, and express independent opinions.
Chapter II examination of external guarantee objects
Article 9 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 10 a guarantor who does not meet the conditions listed in Article 9 of this system, but the company believes that it needs to develop its business and cooperative relationship and has low risk, can provide guarantee for it with the consent of more than two-thirds of the members of the board of directors or after the deliberation and approval of the general meeting of shareholders.
Article 11 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 12 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 business license, copy of articles of association, identity certificate of legal representative, relevant information reflecting the relationship with the company and other relationships, etc;
(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 13 the responsible person in charge of handling shall investigate and verify the operation and financial status, project status, credit status and industry prospect of the guarantor according to the basic information provided by the guarantor, report to the relevant departments for review according to the contract approval procedures, and submit the relevant information to the board of directors or the general meeting of shareholders for approval after being approved by the leader in charge and the general manager.
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) the company has provided guarantee for it, and there have been overdue bank loans and interest arrears, which have not been repaid or effective treatment measures cannot be implemented by the time of this guarantee application;
(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 in which the board of Directors considers that the guarantee cannot be provided.
Article 15 the counter guarantee or other effective risk prevention measures provided by the applicant for guarantee 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 III Procedures for examination and approval of external guarantees
Article 16 the highest decision-making body of the company's external guarantee is the general meeting of shareholders. The board of directors exercises 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 proposal 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 17 the guarantee matters within the authority of the board of directors shall be approved by more than two-thirds of the directors attending the meeting of the board of directors.
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. External guarantees subject to the approval of the general meeting of shareholders include but are not limited to the following circumstances: (I) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries exceeds 50% of the company's latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the company's latest audited net assets;
(V) the guarantee amount exceeds 30% of the company's latest audited total assets within 12 consecutive months;
(VI) guarantee with an amount exceeding 50% of the company's latest audited net assets and an absolute amount exceeding 50 million yuan within 12 consecutive months;
(VII) guarantees provided to shareholders, actual controllers and their related parties;
(VIII) other guarantees stipulated by laws and regulations or the articles of association.
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.
Among them, if the guarantee amount of the company within one year exceeds 30% of the latest audited total assets of the company, a resolution shall be made by the general meeting of shareholders and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. The provisions of this article shall apply to the external guarantee of the company within 12 months according to the principle of cumulative calculation. For other external guarantees other than those listed in items (I) to (V) above that must be approved by the general meeting of shareholders, the board of directors shall exercise the decision-making power of external guarantees in accordance with the provisions of the articles of association on the approval authority of the board of directors for external guarantees.
Article 19 the company may, when necessary, hire an external professional institution to assess the risk of implementing external guarantee, which shall be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 20 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 check 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.
Article 21 for external guarantee, the company must conclude a written guarantee contract and counter guarantee contract. Guarantee contracts and counter guarantee contracts shall meet the requirements of the guarantee law of the people's Republic of China, the contract law of the people's Republic of China and other laws and regulations.
Article 22 a guarantee contract shall at least include the following contents: (I) the type and amount of the principal creditor's right 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 23 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. For the clauses 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, the other party shall be required to modify. If the other party refuses to modify, the responsible person shall refuse to provide guarantee for it and report to the board of directors or the general meeting of shareholders of the company.
Article 24 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. The responsible person shall not sign the guarantee contract beyond his authority or sign or seal as the guarantor in the main contract.
Article 25 the company may sign a mutual insurance agreement with an enterprise legal person that meets the conditions specified in this system. The responsible person shall timely require the other party to truthfully provide relevant financial and accounting statements and other materials that can reflect its solvency.
Article 26 when accepting counter guarantee mortgage and counter guarantee pledge, the financial department of the company, together with the legal department of the company, shall improve the relevant legal procedures, especially the registration of mortgage or pledge in time.
Article 27 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 procedures and information disclosure obligations.
Chapter IV administration of external guarantee
Article 28 external guarantees shall be handled by the financial department and assisted by the Department in charge of legal affairs. Article 29 the main responsibilities of the company's financial department are as follows:
(I) conduct credit investigation and evaluation on the guaranteed unit;
(II) handle guarantee procedures;
(III) follow up, inspect and supervise the guaranteed unit after external guarantee;
(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 30 in the process of external guarantee, the main responsibilities of the Department in charge of legal affairs are as follows:
(I) cooperate with the financial department in the credit investigation and evaluation of the guaranteed unit;
(II) be responsible for drafting or legally reviewing all documents related to guarantee;
(III) be responsible for handling legal disputes related to external guarantee;
(IV) after assuming the guarantee responsibility, the company shall be responsible for handling the recovery of the guaranteed unit;
(V) handle other matters related to guarantee.
Article 31 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 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 32 the company shall assign special personnel to continuously pay attention to the situation of the guaranteed, collect the latest financial information and audit report of the guaranteed, regularly analyze its financial status and solvency, pay attention to its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc., establish relevant financial files and report to the board of directors regularly.
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 33 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. When the company provides guarantee for others, when the guaranteed fails to perform the repayment obligation in time after the debt is due, or the guaranteed goes bankrupt, liquidates, or the creditor claims that the company performs the guarantee obligation, the handling department of the company shall timely understand the debt repayment of the guaranteed, prepare to start the counter guarantee recovery procedure after knowing it, and notify the Secretary of the board of directors, who shall report it to the board of directors of the company immediately.
Article 34 after performing the guarantee obligation for the debtor, the company shall take effective measures to recover from the debtor. The handling department of the company shall notify the Secretary of the board of directors of the recovery at the same time, and the Secretary of the board of directors shall immediately report to the board of directors of the company.
Article 35 the company shall take necessary measures in time to effectively control risks when it finds evidence that the guaranteed has lost or may lose the ability to perform its debts; If it is found that creditors and debtors collude maliciously to damage the interests of the company, they shall immediately take measures such as requesting confirmation of the invalidity of the guarantee contract; If economic losses are caused due to the breach of contract by the guaranteed, it shall recover from the guaranteed in time.
Article 36 the financial department and the Department in charge of legal affairs shall, according to other risks that may arise, put forward corresponding treatment measures and submit them to the leader in charge for approval. The leader in charge shall submit them to the general manager's office meeting, the board of directors and the board of supervisors of the company according to the situation.
Article 37 If the company, as the guarantor, has two or more guarantors for the same debt and has agreed to undertake the guarantee liability according to the share, it shall refuse to undertake the guarantee
