Jiangsu Bide Science And Technology Co.Ltd(605298)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company”), prevent financial risks and ensure the safety of the company’s assets, in accordance with the company law of the people’s Republic of China, the civil code of the people’s Republic of China and the rules for stock listing of Shanghai Stock Exchange The Jiangsu Bide Science And Technology Co.Ltd(605298) external guarantee system (hereinafter referred to as “the system”) is hereby formulated in accordance with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws, regulations and departmental rules, as well as the relevant provisions of the Jiangsu Bide Science And Technology Co.Ltd(605298) 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 provides guarantee for the debtor’s debt to the creditor as a third party. When the debtor fails to perform the debt, the company shall perform the debt or bear the responsibility according to the agreement. The forms of guarantee include guarantee, mortgage and pledge.
Article 3 when providing external guarantee, the company shall take necessary measures to check the credit status of the guaranteed party, and decide whether to provide guarantee on the basis of prudent judgment of the guaranteed party’s ability to repay its debts. All directors and senior managers of the company shall prudently treat and strictly control the debt risk arising from external guarantee, and bear joint and several liabilities for the losses arising from illegal or improper external guarantee according to law.
Article 4 this system is applicable to the company and its holding or participating subsidiaries (hereinafter referred to as “subsidiaries”). The external guarantee of the company’s subsidiaries shall be implemented in accordance with this system.
Article 5 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Chapter II examination and approval authority of external guarantee
Article 6 the transaction of “providing guarantee” in the company shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors, and shall be disclosed in time.
Article 7 the following guarantees beyond the authority of the board of directors shall be submitted to the general meeting of shareholders of the company for deliberation after being signed and approved by more than two-thirds of the directors attending the meeting:
(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) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
(IV) according to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeding 30% of the latest audited total assets of the listed company;
(V) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
(VII) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
When the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph, it shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
For the guarantee that meets the disclosure standard, if the guaranteed fails to fulfill the repayment obligation within 15 trading days after the maturity of the debt, or the guaranteed goes bankrupt, liquidates or other situations that seriously affect its repayment ability, the company shall disclose it in time.
Article 8 where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, it shall require the other party to provide counter guarantee. The board of directors of the company shall establish a regular verification system to verify all guarantee acts of listed companies every year, verify whether the company has illegal guarantee acts, and disclose the verification results in time.
Article 9 the company provides guarantees to its holding subsidiaries. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can estimate the total amount of new guarantees for the two types of subsidiaries with an asset liability ratio of more than 70% and an asset liability ratio of less than 70% in the next 12 months and submit it to the general meeting of shareholders for deliberation.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time. The guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 10 the company provides guarantee to its joint venture or associated enterprise, and the guaranteed person is not a director, supervisor, senior manager, shareholder holding more than 5%, controlling shareholder or affiliate of the actual controller of the company. If there are a large number of guarantee agreements every year and it is necessary to conclude guarantee agreements frequently, so it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, The company can reasonably predict the specific objects to be guaranteed and the corresponding new guarantee amount in the next 12 months, and submit them to the general meeting of shareholders for deliberation.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time, and the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Chapter III object of external guarantee and handling procedures
Article 11 the guaranteed party shall meet the following conditions:
(I) the operation and finance are normal, and there is no relatively large operation risk and financial risk;
(II) the guaranteed party or a third party provides effective counter guarantee with its legally owned assets.
Article 12 after receiving the guarantee application from the guaranteed party, the company’s general manager shall designate the company’s financial department to strictly review and evaluate the credit status of the guaranteed party, and may employ legal or financial advisers to assist in handling it when necessary. The review and evaluation materials shall be submitted to the board of directors of the company for deliberation after being approved by the general manager of the company.
Article 13 in the process of implementing external guarantee, the main responsibilities of the company’s financial department are as follows:
(I) carefully carry out the qualification examination of the guaranteed enterprise, such as investigation, credit analysis and risk prediction, and issue financial feasibility suggestions;
(II) handle specific procedures for external guarantee;
(III) follow up and supervise the guaranteed enterprise in time after providing external guarantee;
(IV) earnestly do a good job in the filing and management of documents related to the guaranteed enterprise;
(V) handle other matters related to external guarantee.
The person in charge of financial work of the company is responsible for the review of daily guarantee matters.
Article 14 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.
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 15 the company’s external guarantee and counter guarantee contract documents shall be signed by the chairman or authorized representative of the company. Article 16 if the debts guaranteed by the company need to be extended after maturity and continue to be guaranteed by it, it shall be used as a new external guarantee to re perform the review procedures and information disclosure obligations.
Article 17 for the external guarantee of the holding subsidiary, the relevant guarantee business information shall be submitted to the financial department of the company for review. After there is no objection, the board of directors or shareholders’ meeting of the holding subsidiary shall make a resolution.
Chapter IV counter guarantee
Article 18 when providing external guarantee, the company shall require the guaranteed object to provide counter guarantee approved by the board of directors of the company, and the provider of counter guarantee shall have actual bearing capacity.
The counter guarantee or other effective risk prevention measures provided by the guarantor must correspond to the amount guaranteed by the company.
Article 19 the company does not accept the property and rights of the guaranteed enterprise that have set guarantees or other rights restrictions as collateral or pledge.
Article 20 when signing the counter guarantee contract with the guaranteed enterprise, the company shall, in accordance with the relevant provisions of the guarantee law, go through the registration of collateral, pledge or pledge of rights at the same time, or go through the necessary notarization procedures as the case may be.
Chapter V Information Disclosure of external guarantee
Article 21 the company shall conscientiously perform the relevant information disclosure obligations in accordance with the provisions of laws and regulations and the stock listing rules of Shanghai Stock Exchange. The external guarantees reviewed and approved by the board of directors or the general meeting of shareholders of the company must be timely disclosed in the information disclosure newspapers and periodicals designated by the CSRC. 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 holding subsidiaries as of the date of information disclosure, the total amount of guarantees provided by the company to its holding subsidiaries, and the opinions of independent directors.
The company’s independent directors shall give relevant opinions on the company’s independent guarantee and implementation in the annual special report, and shall give relevant opinions on the company’s independent guarantee and implementation in the current period.
Article 22 the financial department of the company shall truthfully provide all guarantees to the certified public accountant responsible for the audit of the company in accordance with the provisions.
Article 23 the external guarantee of the company’s holding subsidiaries shall be implemented in accordance with the above provisions. 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 general meeting of shareholders.
Chapter VI risk management of external guarantee
Article 24 the relevant departments of the company shall track and supervise the operation and debt repayment of the guaranteed party during the guarantee period, and do the following work:
(I) the financial department of the company shall timely understand and master the use and withdrawal of the guaranteed party’s funds; Regularly learn about the debt repayment from the secured party and creditors; Once it is found that the financial situation of the guaranteed party has deteriorated, it shall report to the company in time and provide countermeasures and suggestions; Once it is found that the guaranteed party has the behavior of evading debts such as transferring property, it shall cooperate with the Legal Affairs Department of the company to take risk prevention measures in advance; The guaranteed party shall be notified two months in advance to pay off the debts (if the guarantee period is half a year, one month in advance).
(II) the financial department of the company shall timely understand and master the operation of the guaranteed party; Once it is found that the operation of the guaranteed party has deteriorated, it shall report to the company in time and provide countermeasures and suggestions.
Article 25 If the guaranteed party fails to perform the contract and the secured creditor claims against the company, the company shall immediately start the counter guarantee recovery procedure.
Article 26 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the relevant responsible person shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.
Chapter VII supplementary provisions
Article 27 the system shall come into force from the date of adoption by the general meeting of shareholders, and the same shall apply to modification.
Article 28 the board of directors of the company shall be responsible for the interpretation of this system and timely submit for amendment in accordance with relevant laws, regulations or the articles of association.
