Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
External guarantee management system
Chapter I General Provisions
Article 1 in order to strengthen the risk management of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) (hereinafter referred to as “the company”) and standardize the external guarantee behavior of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the guarantee law of the people’s Republic of China (hereinafter referred to as “the guarantee law”) This system is formulated in accordance with relevant laws and regulations such as the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the relevant provisions of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 “external guarantee” mentioned in this system refers to the guarantee provided by the company for others, including the guarantee provided by the company to 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 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 the obligation of information disclosure in accordance with the provisions after the resolution is made by its board of directors or general meeting of shareholders. Chapter II specific rules
Article 4 except for the mutual guarantee between the company and its holding subsidiaries, the company and its holding subsidiaries shall not provide any form of guarantee to the outside world: for enterprises with close business relations, if they borrow from banks and other financial institutions due to difficulties in their operating funds, they must fully investigate and understand the credit status, performance ability On the premise of financial status and compliance with the guarantee policy, after the study of the board of directors and other authorities of the company, put forward opinions or plans and submit them to the company for approval or the general meeting of shareholders of the company for deliberation and approval. Before signing the guarantee agreement, the relevant units must require the guaranteed party to provide counter guarantee, sign the counter guarantee agreement, mortgage the corresponding property, and provide and pledge valid property right certificates. The value of the counter guarantee collateral must be higher than the guarantee amount, and the mortgaged assets must be effective assets without repeated mortgage. If necessary, they must hire an asset evaluation agency with corresponding qualification for evaluation.
The above-mentioned units that have approved and agreed to provide guarantee shall not sign a long-term guarantee contract or agreement for more than one year. No revolving guarantee shall be provided. It is not allowed to provide external business units with any form of guarantee for loans other than banks and non bank financial institutions. It is not allowed to provide any form of loan guarantee to non operating units, various institutions, groups and individuals.
Article 5 authorization and approval authority of external guarantee
The following external guarantees must be approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(V) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other external guarantees that must be deliberated and approved by the general meeting of shareholders in accordance with the provisions of laws and normative documents. When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in paragraph 5 of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, 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 6 external guarantee must be subject to strict risk assessment by the project proposal department in conjunction with the financial department. The business license, audited recent financial report and other basic materials of the guaranteed unit must be obtained; Must master the fund use plan or project data of the guarantee project; We must strictly examine the credit status and repayment ability of the invested unit, fully predict various risks, and put forward suggestions on whether to provide guarantee.
The company may, when necessary, hire an external professional organization to assess the risk of implementing external guarantee, which can be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 7 external guarantee must be approved by the board of directors or the general meeting of shareholders, and no other department or individual of the company has the right to provide guarantee on behalf of the company.
Article 8 the company’s independent directors and the recommendation institution (if applicable) shall, when the board of directors deliberates the external guarantee matters (except the guarantee provided to the subsidiaries within the scope of merger), express independent opinions on their legality and compliance, impact on the company and existing risks, and may hire an accounting firm to check the company’s accumulated and current external guarantee when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 9 the company provides guarantees for its holding subsidiaries and joint-stock companies. In principle, other shareholders of the holding subsidiaries and joint-stock companies shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution. If the relevant shareholders fail to provide the same proportion of guarantee or counter guarantee and other risk control measures to the company’s holding subsidiaries or joint-stock companies according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons, and fully explain whether the guarantee risk is controllable and whether it damages the interests of the company on the basis of analyzing the operation and solvency of the guarantee object.
Article 10 the company must strictly comply with the relevant provisions of the articles of association, earnestly perform the obligation of information disclosure of external guarantees, and truthfully provide all external guarantees to certified public accountants in accordance with the provisions. Article 11 the company shall properly manage the guarantee contract and relevant original materials, timely clean up and inspect them, and regularly check with banks and other relevant institutions to ensure that the archived materials are complete, accurate and effective, and pay attention to the limitation period of the guarantee. In the process of contract management, once any abnormal contract not approved by the deliberation procedures of the board of directors or the general meeting of shareholders is found, it shall be reported to the board of directors and the board of supervisors in time and announced.
Article 12 within the validity period of external guarantee, the relevant responsible departments must strictly monitor the relevant guarantee matters, collect the latest financial data and audit reports 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 regularly. 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 shall report to the board of directors in time. The board of directors is obliged to take effective measures to minimize the loss.
Article 13 after the debts guaranteed to the outside are due, the company shall urge the guaranteed to fulfill the debt repayment obligations on time. If the guaranteed fails to perform its obligations on time, the company shall take necessary remedial measures in time.
Article 14 the company, as the guarantor, shall take effective measures to recover from the debtor and the counter guarantor after performing the obligation of paying off within the scope of guarantee.
Article 15 if the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed by it, it shall be used as a new external guarantee and re perform the guarantee approval procedures and information disclosure obligations.
Chapter III supplementary provisions
Article 16 matters not covered in this system shall be implemented in accordance with relevant Chinese laws, regulations, normative documents and the articles of association.
Article 17 The term “more than” in this system includes the number, and the term “more than” does not include the number.
Article 18 the management system shall come into force on the date when it is deliberated and adopted by the general meeting of shareholders of the company.
Article 19 the management system shall be interpreted by the board of directors.
