Beijing Ctrowell Technology Corporation Limited(300455)
Notes on the revision of the measures for the administration of external guarantees
No. after modification of the original clause
1. System name: Beijing Beijing Ctrowell Technology Corporation Limited(300455) technology system name: external guarantee management system of Beijing Beijing Ctrowell Technology Corporation Limited(300455) Technology Co., Ltd. and external guarantee management measures of Beijing Beijing Ctrowell Technology Corporation Limited(300455) Technology Co., Ltd
Article 1 in order to further strengthen the external guarantee management of Beijing kangtuohong Beijing Ctrowell Technology Corporation Limited(300455) Technology Co., Ltd. (hereinafter referred to as foreign technology Co., Ltd. (hereinafter referred to as “the company”) and regulate the external guarantee management, standardize the company’s guarantee behavior and control the company’s guarantee behavior, To control the operation risk of the company, in accordance with the company law of the people’s Republic of China, the company law of the people’s Republic of China (hereinafter referred to as the “company law”), 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”) Shenzhen Stock Exchange GEM Listing Protection Law), Shenzhen Stock Exchange gem rules (revised in 2020) (hereinafter referred to as “Listing 2 stock listing rules (revised in 2020)” (based on the rules) The articles of association of the company, the relevant regulations of the CSRC (hereinafter referred to as the “Listing Rules”), the articles of association of the company on regulating the capital exchanges between listed companies and related parties, and the notice on Several Issues Concerning Regulating the external guarantees of listed companies (capital exchanges between listed companies and related parties and listed company dufa [2003] No. 56) issued by the CSRC The notice on Several Issues concerning the regulation of external guarantees of listed companies (the notice on the issuance of external guarantees by CSRC (zjf [2005] 120 [2003] No. 56), the notice on the regulation of listed companies) and other relevant laws and regulations are formulated in accordance with the provisions of the company’s external guarantees (the notice on the issuance of external guarantees by CSRC).
[2005] No. 120) and other relevant laws
This system is formulated in accordance with the provisions of laws and regulations.
Article 2 the guarantee referred to in this system or the guarantee or external guarantee referred to in this administrative measures refers to the external guarantee of the company or its holding subsidiaries, which refers to the agreement between the company or its holding subsidiaries (with the company (hereinafter referred to as the “subsidiary”) as the guarantor and the creditor, and the guarantor and the creditor, When the debtor (i.e. the agreement, when the debtor (i.e. the guaranteed, the same below) 3 the guaranteed, the same below) fails to perform or cannot perform the debt, and the company is the guarantor, the company shall perform the debt or bear the responsibility according to the agreement if the guarantor performs the debt or assumes the responsibility according to the agreement, The legal forms of guarantee include guarantee, mortgage and pledge, and the legal forms of guarantee include guarantee, mortgage and pledge. The company provides mortgage and pledge to creditors for its own debts. The management measures are not applicable to the company’s guarantee of its own debts.
If the obligee provides guarantee, this system shall not apply.
Article 3 the system is applicable to the company Article 3 the management measures are applicable to the company and its subsidiaries. Its holding subsidiaries.
Article 4 the guarantee provided by the company for its subsidiaries and the affiliated units of 5 companies provided by the company for its holding subsidiaries shall be deemed as external guarantee.
External guarantee.
Article 7 when the company provides external guarantee, this article shall be deleted, and the following serial numbers shall be postponed successively. Require the guaranteed to provide counter guarantee to the company,
And the provider of counter guarantee shall have actual
Affordability.
Article 8 any external guarantee made by the company to the company in Article 7 shall be subject to the approval of the board of directors, and shall be subject to the approval of more than two-thirds of the shareholders or the approval of the general meeting of shareholders.
Approved by the general meeting of shareholders.
Chapter III Organization and responsibilities
Article 8 the company’s external guarantee adopts the management mode of unified leadership 8 guidance, centralized management and hierarchical responsibility. This chapter and this article are added, and the following serial numbers are incremented in turn.
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 9 evaluation on the guarantee object;
(III) handle guarantee procedures;
(IV) after external guarantee, track, inspect and supervise the guarantee object.
Add this item, and the following serial numbers will increase in turn.
Article 10 the Securities Affairs Department of the company is responsible for the information disclosure of external 10 guarantee.
Add this item, and the following serial numbers will increase in turn.
Article 9 the guarantee object shall meet the following credit conditions for the guarantee object of Article 11: the company, the company shall not provide mutual guarantee or disguised guarantee with units with equity relationship (I) for legally established and effective existence. The guarantee object shall be an independent enterprise legal person with good commercial credit and the following credit conditions:
Reputation and economic strength, and there is no need to terminate (I) an independent enterprise established and effectively existing according to law; Establish an enterprise as a legal person with good business reputation and economic (II) clear property right relationship; Strength, and there is no need to terminate;
11 (III) if the company has provided guarantee (II) the property right relationship is clear;
(III) if the company has provided a guarantee for it and has not been required by the creditor to bear the guarantee liability, the debt is overdue, the interest is in arrears and the creditor is; Requirements for undertaking guarantee liability, etc;
(IV) the financial information provided is true, (IV) the financial information provided is true, complete, complete and effective; Effective;
(V) provide counter indemnity approved by the company
And the counter guarantee provider shall have (V) no other legal risks.
International affordability;
(VI) there are no other legal risks.
Article 10 although it is not in conformity with the above article, this article shall be deleted, and the following serial numbers shall be postponed successively. Credit conditions, but the company believes that it needs to develop and
The application for business dealings and cooperative relations shall be approved by the board of directors of the company if the risk is small
More than three quarters of all members signed and agreed,
Or, with the approval of the general meeting of shareholders, it may
Provide guarantee.
Article 12 requirements for credit investigation Article 13 for applying for guarantee, the guarantee unit shall provide the following materials: the unit shall provide the following materials:
(I) basic information of the enterprise; (I) basic information of the enterprise;
(II) recent enterprise audit reports and financial statements (II) recent enterprise audit reports and financial statements; Table;
(III) main contract and information related to the main contract (III) main contract and information related to the main contract; Material;
(IV) counter guarantee scheme and basic assets (IV) there are no major lawsuits, arbitrations or materials; Description of administrative punishment;
(V) there is no major litigation or arbitration; (V) other explanations of or administrative penalties that the Company deems necessary; Relevant information.
(VI) other information that the Company deems necessary
He the relevant information.
Article 15 without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee. The policy-making institution is the general meeting of shareholders without the approval of the general meeting of shareholders. Upon approval, the company shall not provide external guarantee.
Article 16 the company shall undertake the following external guarantees Article 17 the company’s external guarantees that need to be fully guaranteed must be deliberated and approved by the general meeting of shareholders: the following conditions shall be met:
1. (I) external guarantee of the company and its holding subsidiaries can only provide guarantee for the holding subsidiaries whose total amount of external guarantee reaches or exceeds the most subsidiary of the company in principle;
After 50% of the audited net assets in the recent period, (II) any guarantee that may not be provided with units with equity relations; Mutual guarantee or disguised guarantee;
15 2. The amount of (III) guarantee for the asset liability ratio exceeding 70% shall not exceed the guarantee provided by the company’s latest primary guarantee object; 40% of the audited consolidated net assets in the current period;
3. The amount of a single guarantee shall not exceed 10% of the company’s latest audited net assets in the latest period (IV); 50% of the audited consolidated net assets.
4. Within 12 consecutive months, the amount of guarantee and guarantee matters shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors and exceeding the latest audited net assets of the company. When the general meeting of shareholders considers 50% of the guarantee and the absolute amount exceeds 50 million yuan, any guarantee in RMB held by the shareholders attending the meeting shall be obtained; More than half of the right to pass.
5. Guarantee amount within 12 consecutive months
Exceeding the total audited assets of the company in the latest period
30% of the guarantee;
6. Shareholders, actual controllers and their related
The guarantee provided by the joint party;
7. Seal of Shenzhen Stock Exchange and company
Other guarantee situations specified in the procedure.
The shareholders’ meeting deliberates item 5 of the preceding paragraph
The matters to be insured must be approved by the shareholders present at the meeting
Passed by more than two-thirds of the voting rights held;
In addition to item 5 of the preceding paragraph, the shareholders’ meeting deliberates
The guarantee matters shall be approved by the shareholders attending the meeting
Adopted by more than half of the voting rights held.
Article 17 this article shall be deleted from Article 16 of the system, and the following serial numbers shall be postponed successively. External guarantees other than those specified shall be decided by the board of directors
Yes.
16. When the board of Directors considers the external guarantee, it shall
The meeting can be held only when more than two-thirds of the directors are present,
And the external guarantee must be obtained from all directors
More than two-thirds of the matter were considered and agreed.
Article 18 the shareholders’ meeting or the board of directors Article 18 when the shareholders’ meeting or the board of directors makes a resolution on the guarantee, and when it makes a resolution on the guarantee, the shareholders or directors who have an interest in the guarantee shall withdraw from voting. Voting shall be avoided. When the board of Directors considers external guarantees within its scope of authority, due to
Joint directors’ avoidance of voting makes them have voting rights
If there are less than 3 directors, they shall be in accordance with the articles of association
The guarantee shall be directly submitted to the unit
The Eastern Conference.
second
