360 Security Technology Inc(601360)
Foreign guarantee decision-making system
Chapter I General Provisions
Article 1 in order to strengthen the management of external guarantee of 360 Security Technology Inc(601360) (hereinafter referred to as “the company” or “the company”), control and reduce the guarantee risk and ensure the safety of the company’s assets, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the civil code of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws, regulations and normative documents, as well as the relevant provisions of 360 Security Technology Inc(601360) articles of Association (hereinafter referred to as the articles of association), and in combination with the actual situation of the company, This system is hereby formulated.
Article 2 the term “external guarantee” as mentioned in this system refers to the guarantee, mortgage, pledge or other forms of guarantee provided by the company and its holding subsidiaries to others as a third party, including the guarantee provided by the company for its holding subsidiaries. The “total amount of external guarantees of the company and its holding subsidiaries” refers to the sum of the total amount of external guarantees of the company, including the guarantee of the company to its holding subsidiaries, and the total amount of external guarantees of the company’s holding subsidiaries.
Article 3 the company shall follow the principles of prudence, equality, mutual benefit, voluntariness and good faith in providing external guarantees. The controlling shareholder and other related parties shall not force the company to provide guarantee for others.
All directors and senior managers of the company shall carefully treat and strictly control the risk of external guarantee of the company. Article 4 the financial center of the company is the daily management department of the company’s external guarantee. When the company finds evidence proving that the guaranteed has lost or may lose the ability to perform its debts, or major events such as the dissolution and division of the guaranteed occur, the relevant responsible person of the financial center shall report to the board of directors in a timely manner. The board of directors shall take necessary measures in time to effectively control risks; If it is found that creditors and debtors collude maliciously to damage the interests of the company, measures shall be taken immediately to confirm that the guarantee contract is invalid; If economic losses are caused due to the breach of contract by the guaranteed, it shall recover from the guaranteed in time.
Article 5 the independent directors of the company shall make a special explanation on the accumulated and current external guarantees of the company every year and express independent opinions. If necessary, an accounting firm may be hired to check the company’s accumulated and current external guarantees. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Chapter II Conditions for external guarantee
Article 6 the company’s external guarantee shall comply with the following requirements:
(1) To guarantee for others, a written contract shall be concluded;
(2) The guarantee contract shall be legal, reasonable and compliant;
(3) The guarantee contract shall clearly stipulate the scope and limit of creditor’s rights, guarantee method and guarantee period in accordance with the guarantee law;
(4) In principle, the company only provides general guarantee and strictly controls the guarantee of joint and several liability;
(5) In addition to providing mutual guarantee between the company and its holding subsidiaries, other external guarantees of the company and its holding subsidiaries shall require the other party to provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity. Article 7 before deciding to guarantee, the company shall at least master the following credit status of the guaranteed object and fully analyze the interests and risks of the guarantee:
(I) it is an enterprise legal person established and effectively existing according to law, and there is no possibility of termination;
(II) good operating and financial conditions, with stable cash flow or good development prospects;
(III) where a guarantee has been provided, there shall be no case where the creditor requires the company to bear joint and several guarantee liability;
(IV) have assets that can be mortgaged (pledged) and have corresponding counter guarantee ability;
(V) the financial information provided is true, complete and effective;
(VI) the company can take risk prevention measures against it;
(VII) there are no other legal risks.
Chapter III approval of external guarantee provided by the company
Article 8 the external guarantee of the company must be deliberated by the board of directors or the general meeting of shareholders; The guarantee shall be submitted to the general meeting of shareholders for approval before it is approved by the general meeting of shareholders. When a subsidiary of the company intends to provide external guarantee, it shall report to the company for approval in accordance with the provisions of this system before the resolution of its board of directors or shareholders’ meeting.
Article 9 the highest decision-making body of the company’s external guarantee is the general meeting of shareholders, and the board of directors exercises the right to approve the external guarantee in accordance with the articles of association and the provisions of this system. If the approval authority of the board of directors specified in the articles of association is exceeded, the board of directors shall report to the general meeting of shareholders for deliberation after deliberation and approval. The board of directors shall organize, manage and implement the external guarantee matters approved by the general meeting of shareholders.
Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee.
Article 10 when the board of directors deliberates on the guarantee, it shall not only be approved by more than half of all directors, but also be approved by more than two-thirds of the directors attending the meeting of the board of directors. When the related directors avoid voting, so that the number of directors with voting rights is less than two-thirds of all members of the board of directors, such external guarantee matters shall be submitted to the general meeting of shareholders for deliberation in accordance with the provisions of the articles of association.
Article 11 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed party before considering the external guarantee proposal, carefully consider and analyze the financial status, operation status, industry prospect and credit status of the guaranteed party, and make a prudent decision according to law. The company may, when necessary, hire an external professional institution to assess the guarantee risk as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 12 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters, and can hire an accounting firm to check the accumulated and current external guarantee of the company when necessary. If any abnormality is found, it shall be reported to the board of directors in time.
Article 13 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, and shall not exercise their voting rights on behalf of other directors. The Secretary of the board of directors shall record in detail the discussion and voting of the board meeting and the general meeting of shareholders.
Article 14 the external guarantee 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, except that the resolution of the board of directors cannot be formed due to the withdrawal of affiliated directors. External guarantees subject to the approval of the general meeting of shareholders include but are not limited to the following circumstances:
(1) The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(2) Any guarantee provided after the total external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the company’s latest audited net assets;
(3) Any guarantee provided after the total amount of guarantee provided by the listed company and its holding subsidiaries exceeds 30% of the total audited assets of the listed company in the latest period;
(4) According to the principle of cumulative calculation of guarantee amount within 12 consecutive months, the guarantee amount reaches or exceeds 30% of the company’s latest audited total assets;
(5) The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(6) Guarantees provided to shareholders, actual controllers and their related parties;
(7) Other guarantees stipulated by the stock exchange 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 two-thirds of the voting rights held by the shareholders attending the meeting.
Where a listed company provides a guarantee for a connected person, it shall not only be deliberated and approved by more than half of all non connected directors, but also be deliberated and approved by more than two-thirds of the non connected directors attending the board meeting, and make a resolution, which shall be submitted to the general meeting of shareholders for deliberation. Where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, the controlling shareholder, actual controller and their affiliates shall provide counter guarantee.
If the guaranteed party becomes an affiliate of the company due to a transaction or connected transaction, while implementing the transaction or connected transaction, the company shall perform corresponding review procedures and information disclosure obligations on the existing connected guarantee. If the board of directors or the general meeting of shareholders fails to consider and approve the related guarantee matters specified in the preceding paragraph, all parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 15 the financial center of the company, as the management department of external guarantee matters, uniformly accepts the application for external guarantee of the company, and investigates and verifies the materials provided. After passing the preliminary review, it shall be reported to the general manager of the company for review. After the approval of the general manager, it shall be approved and implemented by the board of directors in accordance with the provisions of Article 14 of the system, or submitted to the general meeting of shareholders of the company for deliberation after being approved by the board of directors.
Article 16 when submitting the application for guarantee matters to the board of directors, the financial center of the company shall submit the materials related to such guarantee matters as annexes, which include but are not limited to:
(I) the basic information of the guaranteed and the copy of the business license of the enterprise legal person that has been inspected annually;
(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) the text of the guarantee contract to be signed;
(V) 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;
(VI) other relevant materials.
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 17 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 IV Implementation and risk management of external guarantee
Article 18 the responsible department for the management of guarantee contract is the company’s financial center, whose main responsibilities are:
(1) Be responsible for the custody of guarantee contracts and counter guarantee contracts.
(2) Strengthen the management of contracts, eliminate loopholes in contract management and resolve guarantee risks in time.
(3) Effectively keep and strictly manage the copies of the main contract, guarantee contract, counter guarantee contract, mortgage right, pledge right certificate and other relevant original materials, and check and clean up the guarantee contract every half a year.
(4) In the process of contract management, if it is found that there is evidence that the guaranteed person has lost or may lose the ability to perform its debts, necessary solutions shall be taken; If it is found that the creditor and the debtor maliciously collude to damage the interests of the guarantor, measures such as requesting confirmation of the invalidity of the guarantee contract shall be taken; If no counter guarantee contract is signed, if it is found that the guaranteed may lose the ability to repay, the counter guarantee measures shall be implemented with the guaranteed; If the guarantor’s economic liability is caused by the guaranteed party’s breach of contract, the guarantor shall recover from the guaranteed party in time.
Article 19 after the company’s external guarantee matters are approved by the competent authority of the company specified in the articles of association and this system, the chairman of the company or his authorized person shall sign the guarantee contract on behalf of the company.
The external guarantee of the company’s holding subsidiary shall be implemented in accordance with the provisions of this system. After the 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 guarantee contract on behalf of the company.
Article 20 the guarantee contract concluded by the company shall be submitted to the board of directors of the company for registration within 7 days from the date of signing.
Article 21 if the company finds any abnormal guarantee contract that has not been deliberated and approved by the board of directors or the general meeting of shareholders in the process of contract management, it shall timely report to the board of directors and the board of supervisors.
Article 22 for the external guarantee matters that have been approved in accordance with the authority specified in Chapter III of this system, if no relevant guarantee contract is signed within the validity period after approval, and the guarantee formalities are handled after the time limit is exceeded, it shall be regarded as a new guarantee matter, and the approval formalities shall be handled again in accordance with the provisions of this system.
Article 23 the financial center of the company shall assign special personnel to continuously pay attention to the situation of the guaranteed, collect the latest financial data and audit reports of the guaranteed, regularly analyze their financial status and solvency, pay attention to their production and operation, assets and liabilities, external guarantee, separation and merger, change of legal representative, etc., establish relevant financial files and regularly report to the board of directors.
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 of the financial center shall report to the board of directors in time. The board of directors shall take effective measures to minimize the loss.
Article 24 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. Article 25 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. If the guaranteed fails to perform his obligations on time, the company shall take necessary remedial measures in time.
Article 26 If the main debt contract guaranteed by the company is changed, which is subject to the deliberation and approval of the board of directors according to the system, the board of directors shall decide whether to continue to bear the guarantee liability; If it is required by this system to be deliberated and approved by the general meeting of shareholders, the general meeting of shareholders shall decide whether to continue to bear the guarantee liability.
Article 27 the financial center of the company shall strengthen the risk management of the guaranteed debt and urge the guaranteed to repay in time.
Article 28 If the company as the guarantor assumes the guarantee liability due to the failure of the guaranteed to perform its obligations at the expiration of the debt performance period, the company shall recover from the guaranteed in time after assuming the guarantee liability.
Article 29 the board of supervisors of the company shall regularly inspect the guarantee behavior of the company.
Chapter V Information Disclosure of external guarantee
Article 30 when providing external guarantee, the company shall perform the obligation of information disclosure in accordance with relevant laws and regulations, relevant normative documents issued by the CSRC and relevant provisions of the stock exchange.
The Secretary of the board of directors of the company shall be responsible for the specific information disclosure. Participate in the company’s external guarantee
