Beijing Ctrowell Technology Corporation Limited(300455)
Measures for the administration of external guarantees
Chapter I General Provisions
Article 1 in order to further strengthen the external guarantee management of Beijing Ctrowell Technology Corporation Limited(300455) (hereinafter referred to as “the company”), standardize the company’s guarantee behavior and control the company’s business risks, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the guarantee law of the people’s Republic of China (hereinafter referred to as “the guarantee law”) The Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the “Listing Rules”), the articles of association and the notice of China Securities Regulatory Commission on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies (zjf [2003] No. 56) These measures are formulated in accordance with the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and other relevant laws and regulations.
Article 2 the term “guarantee or external guarantee” as mentioned in these Administrative Measures refers to the act that the company, as the guarantor, and the creditor agree that when the debtor (i.e. the guaranteed, the same below) fails to perform or cannot perform the debt, the company, as the guarantor, shall perform the debt or bear the responsibility according to the agreement. The legal forms of guarantee include guarantee, mortgage and pledge. Where the company provides guarantee to creditors for its own debts, these administrative measures shall not apply.
Article 3 these measures are applicable to the company and its holding subsidiaries.
Article 4 the guarantee provided by the company for the holding subsidiary shall be regarded as external guarantee.
Chapter II principles to be followed for external guarantee
Article 5 external guarantees shall comply with the provisions of relevant laws and regulations of the state and disclose information in accordance with relevant provisions; The principle of “safety, voluntariness, fairness, integrity and mutual benefit” shall be followed, and any act of forcing them to provide guarantee for others shall be rejected.
Article 6 external guarantee shall be uniformly managed by the company. Without the approval of the company, subsidiaries shall not provide external guarantee or mutual guarantee.
Article 7 any external guarantee made by the company shall be approved by the general meeting of shareholders after deliberation and approval of the board of directors.
Chapter III Organization and responsibilities
Article 8 the company’s external guarantee adopts the management mode of unified leadership, centralized management and hierarchical responsibility. Article 9 the Finance Department of the company is the management department of the company’s external guarantee. Main responsibilities:
(I) organize the company’s external guarantee management;
(II) conduct credit investigation and evaluation on the guarantee object;
(III) handle guarantee procedures;
(IV) after external guarantee, track, inspect and supervise the guarantee object.
Article 10 the Securities Affairs Department of the company shall be responsible for the information disclosure of external guarantee.
Chapter IV guarantee object
Article 11 the guarantee object is the holding subsidiary of the company, and the company shall not provide mutual guarantee or disguised guarantee with units with equity relationship. The guarantee object shall have the following credit conditions:
(I) it is an independent enterprise legal person established and effectively existing according to law, has good business reputation and economic strength, and there is no need to terminate;
(II) clear property right relationship;
(III) if the company has provided guarantee for it, there is no overdue debt, default in interest, demand for guarantee liability by creditors, etc;
(IV) the financial information provided is true, complete and effective;
(V) there are no other legal risks.
Chapter V investigation of guarantee objects
Article 12 before deciding to provide guarantee, the company shall master the credit status of the unit applying for guarantee. The Finance Department of the company is responsible for evaluating its credit status, and submitting it to the board of directors for deliberation after fully analyzing the benefits and risks of the guarantee.
Article 13 the credit investigation requires the applicant to provide the following materials:
(I) basic information of the enterprise;
(II) recent enterprise audit reports and financial statements;
(III) main contract and data related to the main contract;
(IV) description of no major litigation, arbitration or administrative punishment;
(V) other relevant information deemed necessary by the company.
Article 14 the responsible unit shall determine and judge whether the above information is true or not, so as to prevent both parties of the main contract from maliciously colluding or taking other deceptive means to defraud the company’s guarantee.
Article 15 the responsible unit shall also investigate its business status and reputation through the deposit bank and business unit of the guarantee object, and provide an investigation report to the board of directors and the general meeting of shareholders. For other materials required by the board of directors or the general meeting of shareholders, the responsible unit shall request from the guaranteed object. Chapter VI examination and approval of guarantee
Article 16 the highest decision-making body of the company’s external guarantee is the general meeting of shareholders. The company shall not provide external guarantee without the approval of the general meeting of shareholders.
Article 17 the company’s external guarantee shall meet the following conditions:
(I) in principle, external guarantee can only provide guarantee for holding subsidiaries;
(II) it is not allowed to provide mutual guarantee or disguised guarantee with units with equity relationship;
(III) the guarantee amount shall not exceed 40% of the company’s latest audited consolidated net assets;
(IV) it shall not exceed 50% of the audited consolidated net assets of the company in the latest period.
The guarantee matters shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. When the general meeting of shareholders deliberates the guarantee matters, it must be approved by more than half of the voting rights held by the shareholders present at the meeting.
Article 18 when the general meeting of shareholders or the board of directors makes a resolution on the guarantee, the shareholders or directors who have an interest in the guarantee shall withdraw from voting.
Chapter VII examination and conclusion of guarantee contracts
Article 19 a written guarantee contract must be concluded for external guarantee. The guarantee contract must comply with relevant laws and regulations, and the matters agreed in the contract must be clear.
Article 20 the company’s external guarantee contract shall be subject to legal review. For mandatory clauses or clauses that are obviously detrimental to the interests of the company and clauses that may have unpredictable risks, the other party shall be required to modify or refuse to provide guarantee.
Article 21 after the resolution of the general meeting of shareholders of the company is approved, the chairman or his authorized representative shall sign the guarantee contract. Without the resolution of the company’s general meeting of shareholders, directors, managers and branches of the company shall not sign guarantee contracts on behalf of the company without authorization.
Chapter VIII information disclosure of guarantee
Article 22 the company shall, in accordance with relevant regulations, earnestly perform the obligation of information disclosure on external guarantees, and truthfully provide all external guarantees of the company.
Article 23 when 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 and disclose relevant information in a timely manner.
Article 24 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 these management measures, and express their opinions.
Chapter IX daily risk management of guarantee
Article 25 after a guarantee contract is concluded, it shall be timely notified to the board of supervisors, the Secretary of the board of directors and the finance department, and the contract text shall be properly kept in accordance with the company’s internal management regulations.
Article 26 The Finance Department of the company shall pay close attention to the production and operation, changes in assets and liabilities, external guarantees or other liabilities, division, merger, changes in legal representative and changes in business reputation of the guaranteed, and actively prevent risks.
Article 27 the Finance Department of the company is the daily management department of the company’s external guarantee. The finance department shall designate a special person to establish a separate account for the borrowing enterprise providing external guarantee, timely track the economic operation of the borrowing enterprise, and regularly report the implementation of external guarantee to the general manager of the company.
Article 28 one month before the maturity of the debts guaranteed by the company, the finance department shall actively urge the guaranteed to repay on schedule.
(I) in case that the guaranteed fails to fulfill the repayment obligation when the debt is due, the Finance Department of the company shall timely report to the chairman, general manager and Secretary of the board of directors of the company, and the company shall disclose relevant information in time;
(II) if there is evidence indicating that the other party of the mutual insurance agreement has suffered serious losses, or major events such as dissolution and division of the company occur, the finance department shall timely report to the general manager and submit it to the board of directors of the company to propose to terminate the mutual insurance agreement; (III) for the continuous creditor’s rights guarantee without an agreed guarantee period, if the financial department of the company finds that there is a great risk in the continuous guarantee, it shall timely report the risk to the general manager of the company and submit it to the board of directors for deliberation and termination of the guarantee contract;
(IV) for the creditor’s rights guarantee during the agreed guarantee period, after the guarantee period is exceeded, the company shall not sign any written reply, commitment and other written replies related to the performance of obligations to the creditors, and shall timely submit the creditor’s written request documents requiring the company to bear the guarantee responsibility to the relevant departments of the company for review and filing;
(V) in the process of capital operation such as acquisition and foreign investment, the company shall review the external guarantee of the acquiree as an important basis for the resolution of the board of directors;
(VI) after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare the creditor’s rights, the Finance Department of the company shall request the company to declare the creditor’s rights and exercise the right of recourse in advance;
(VII) in case of litigation and other emergencies in the company’s external guarantee, the relevant departments (personnel) and subsidiaries of the company shall report the situation to the general manager and financial department of the company within the first working day after learning the situation. If necessary, the general manager of the company may assign relevant departments (personnel) to assist in handling.
Article 29 as a general guarantor, the company shall not assume the guarantee liability to the debtor before the dispute over the main contract has not been tried or arbitrated and the debtor’s property has been enforced according to law.
Article 30 after performing the guarantee obligations for the debtor, the company shall take effective measures to recover from the debtor and disclose the recovery in time.
Chapter X responsibilities of directors, managers, other managers and relevant responsible units
Article 31 Where the directors, general manager and other management personnel of the company sign the guarantee contract without authorization according to the procedures specified in the management measures, which causes damage to the company, the parties shall be investigated for legal responsibility.
Article 32 If the responsible unit violates the provisions of the law or these management measures, guarantees without risk or neglects to exercise its duties, resulting in losses to the company, it shall bear corresponding legal liabilities.
Chapter XI supplementary provisions
Article 33 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between the management measures and the laws and regulations issued by relevant national departments or institutions in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the board of directors shall revise them in time.
Article 34 The board of directors reserves the right to interpret these management measures.
Article 35 the management measures shall be implemented from the date of deliberation and adoption by the general meeting of shareholders of the company.
Beijing Ctrowell Technology Corporation Limited(300455) January 2022
