Hbis Company Limited(000709) external guarantee management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to standardize the external guarantee management of Hbis Company Limited(000709) (hereinafter referred to as “the company”), strictly control the debt risk caused by the company’s external guarantee and protect the legitimate rights and interests of the company, all shareholders and other stakeholders, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the civil code of the people’s Republic of China (hereinafter referred to as “the civil code”) This system is hereby formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board, and the provisions of Hbis Company Limited(000709) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 this system is applicable to the company and its wholly-owned and holding subsidiaries.
Article 3 the external guarantee 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, pledge and other forms.
Article 4 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 5 the company’s external guarantee management adopts a multi-level review system. The relevant principals and departments of the company include: the financial principal and the operation finance department are the preliminary review and daily management departments of the company’s external guarantee, which are responsible for collecting and preliminary reviewing the guarantee applications submitted by the guaranteed, as well as the daily management and continuous risk control of external guarantee; The Secretary of the board of directors and the office of the board of directors are the responsible departments for the compliance review and information disclosure of the company’s external guarantees, responsible for the compliance review of the company’s external guarantees, organizing the implementation of the approval procedures of the board of directors or the general meeting of shareholders and information disclosure.
Chapter II provisions to be observed for external guarantee
Article 6 without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee.
Article 7 the external guarantee that should be approved by the board of directors must be reviewed and approved by more than two-thirds of all directors and signed by more than two-thirds of the directors present at the board of directors.
Article 8 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 that need to be approved by 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 latest audited net assets;
(II) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(III) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(IV) guarantees provided to shareholders, actual controllers and their related parties;
(V) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(VI) the guarantee amount of the company within 12 consecutive months exceeds 30% of the company’s latest audited total assets.
When the general meeting of shareholders deliberates the guarantee matters in paragraph (IV) of this article, regardless of the amount, it must be reviewed and approved by the board of directors and submitted to the general meeting of shareholders for approval.
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.
When the general meeting of shareholders deliberates the guarantee matters in paragraph (V) of this article, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 9 for external guarantee, the company shall require the other party to provide counter guarantee, carefully judge the actual guarantee ability and enforceability of the counter guarantee provider, and strictly control the guarantee risk. If the company provides guarantee for subsidiaries within the scope of consolidated statements, it may not require them to provide counter guarantee.
Article 10 in principle, subsidiaries of the company are not allowed to provide external guarantee. If a subsidiary needs to provide external guarantee, it shall be approved by the company and perform relevant procedures. If a subsidiary provides external guarantee without authorization in violation of regulations, resulting in significant economic losses to the company, the company will investigate the legal responsibility of the relevant responsible person.
After the resolution of the board of directors or the shareholders’ meeting is made, the subsidiaries of the company shall timely report to the company and submit relevant documents to the company for filing.
Article 11 the company shall conscientiously perform the obligation of information disclosure of external guarantees in accordance with the relevant provisions of the stock listing rules and the articles of association.
Chapter III acceptance and examination procedures of external guarantee application
Article 12 the company’s external guarantee application shall be uniformly accepted by the company’s operation and finance department, and the guaranteed shall submit the guarantee application and attachments within the required time limit. The materials to be submitted include:
(I) guarantee application (the content of the guarantee application shall at least include: the basic information of the guaranteed, the description of the guaranteed main debt, the guarantee type and guarantee period, the main terms of the guarantee agreement, the description of the guaranteed’s repayment plan and source of the guaranteed debt, and the counter guarantee scheme);
(II) a copy of the business license of the enterprise legal person of the guaranteed;
(III) the audited financial statements of the guarantor for the latest year and another period;
(IV) guaranteed main debt contract;
(V) the format text of the guarantee contract provided by the creditor;
(VI) other materials required by the operation and finance department;
Article 13 After accepting the application of the guaranteed, the operation and finance department shall timely investigate the credit status of the guaranteed and evaluate the risk of providing guarantee to them, form a written report, and submit it to the Secretary of the board of directors and the office of the board of directors together with the relevant materials of the guarantee application after being approved by the person in charge of finance.
Article 14 the Secretary of the board of directors and the office of the board of directors shall, after receiving the written report of the operation and finance department and the relevant materials of the guarantee application, conduct the compliance audit and the control audit of the cumulative total amount of external guarantee. After the audit, it shall be submitted to the board of directors of the company for deliberation.
Article 15 when considering the guarantee application of the guaranteed party, the board of directors of the company shall carefully treat and strictly control the debt risk caused by external guarantee. 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 a decision prudently according to law. The board of directors may, when necessary, hire an external professional institution to assess the risk of the implementation of external guarantee as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 16 when the board of directors of the company reviews two or more external guarantees at the same meeting of the board of directors, it shall vote on each external guarantee item by item, which shall be deliberated and approved by more than two-thirds of all directors and signed by more than two-thirds of the directors attending the meeting of the board of directors.
Article 17 the independent directors of the company shall express their independent opinions on the legality, compliance, impact on the company and existing risks when the board of Directors considers the external guarantee matters (except the guarantee provided to the subsidiaries within the scope of merger), and may employ 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 and regulatory authorities in time and announced as required.
Chapter IV daily management and continuous risk control of external guarantee
Article 18 when providing external guarantee, the company shall conclude a written contract. The guarantee contract shall comply with the provisions of the civil code and other relevant laws and regulations, and the main terms shall be clear and unambiguous.
Article 19 the operation and Finance Department of the company is the daily management department of external guarantee, which is responsible for the unified registration and filing management of external guarantee matters of the company and its holding subsidiaries.
Article 20 the operation and finance department shall properly manage the guarantee contract and relevant original materials, timely clean up and inspect them, regularly check with banks and other relevant institutions, ensure that the archived materials are complete, accurate and effective, pay attention to the timeliness and duration of the guarantee, fill in the company’s external guarantee form quarterly and send a copy to the company’s general manager and the Secretary of the board of directors.
If the operation and finance department 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 notify the board of directors and the board of supervisors to report and make an announcement.
Article 21 the operation and Finance Department of the company shall investigate the operation and reputation of the guaranteed, and track and supervise the operation and financial situation of the guaranteed during the guarantee period, so as to carry out continuous risk control. The finance department 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 on a quarterly basis. If it is found that the business condition of the guaranteed person has seriously deteriorated or major events such as dissolution and division of the company and other situations that have or may have significant adverse changes to its debt repayment ability, 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 22 the operation and finance department shall truthfully provide all external guarantees of the company to the certified public accountant in charge of the company’s financial audit in accordance with the regulations.
Article 23 after the external guaranteed debt is due, the operation and finance department shall urge the guaranteed to perform the debt repayment obligation within a limited time. If the guaranteed fails to perform its obligations on time, the company shall take necessary remedial measures in time.
Article 24 If the guaranteed debt needs to be extended after maturity and continues to be guaranteed by the company, it shall be regarded as a new external guarantee, and the procedures such as examination and approval of guarantee application must be performed in accordance with the procedures specified in this management system.
Chapter V Legal Liability
Article 25 all directors of the company shall review the external guarantees of the company in strict accordance with the provisions of this system and relevant laws, regulations and normative documents, and shall be liable for the losses caused by illegal or improper external guarantees according to law.
Article 26 If the relevant departments and personnel or other senior managers of the company involved in this system do not approve or sign external guarantee contracts without authority or delay in performing their duties in accordance with the prescribed procedures, resulting in actual losses to the company, the company shall investigate the responsibilities of the relevant personnel and give sanctions according to the specific circumstances.
Chapter VI supplementary provisions
Article 27 the system shall be interpreted and revised by the board of directors of the company.
Article 28 this system shall be implemented from the date of deliberation and approval by the board of directors of the company.
