Mengshi new energy technology (Henan) Co., Ltd
External guarantee management system
Chapter I General Provisions
Article 1 in order to safeguard the interests of shareholders, standardize the guarantee behavior of Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as "the company"), control the asset operation risk of the company and promote the healthy and stable development of the company, according to the company law of the people's Republic of China (hereinafter referred to as "the company law"), the civil code of the people's Republic of China (hereinafter referred to as "the civil code") and other laws and regulations This system is formulated in accordance with the relevant provisions of administrative rules, normative documents and the articles of association.
Article 2 the term "external guarantee" as mentioned in this system refers to the guarantee, mortgage or pledge provided by the company and its subsidiaries for others as a third party. The guarantee provided by the company for its subsidiaries is regarded as external guarantee. The specific types include loan guarantee, bank guarantee for issuing letter of credit and bank acceptance bill, guarantee for issuing letter of guarantee, etc.
Article 3 the term "subsidiaries" as mentioned in this system refers to wholly-owned subsidiaries, holding subsidiaries and joint-stock companies in which the company has actual control.
Article 4 all external guarantees shall be uniformly managed by the company. Without the approval of the board of directors or the general meeting of shareholders, the company and its subsidiaries shall not provide external guarantees.
Article 5 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. The company shall carefully judge the actual guarantee ability of the counter guarantee provider and the enforceability of the counter guarantee.
The company provides guarantee for the holding subsidiary and joint-stock company, and other shareholders of the holding subsidiary and joint-stock company shall provide the same guarantee and other risk control measures according to the proportion of capital contribution. If the shareholder fails to provide the same guarantee and other risk control measures to the company's holding subsidiary or joint-stock company 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 6 all guarantees of the company shall be approved by the board of directors or the general meeting of shareholders in accordance with the procedures.
When the general meeting of shareholders or the board of directors makes a resolution on the guarantee, the shareholders who have an interest in the guarantee or
Chapter II Guarantee and management
Section 1 guarantee object
Article 7 the company may provide guarantee for units with independent legal personality and one of the following conditions:
（1） Mutual insurance units required by the company's business;
（2） Units with actual or potential important business relationship with the company;
（3） Although it does not meet the conditions listed above, but the company believes that it needs to develop its business and cooperative relationship with the applicant guarantor, and the risk is small, it can provide guarantee with the consent of the board of directors or the general meeting of shareholders of the company.
(IV) subsidiaries of the company and other units with control relationship.
The above units must have strong solvency at the same time.
Section II guarantee management functional departments and approval procedures
Article 8 for the guarantee provided by the company for others, the financial department of the company is the guarantee management functional department.
If a subsidiary provides guarantee for others due to business needs, the subsidiary and the company's finance department are the guarantee management functional departments. Article 9 before the company decides to guarantee, the guarantee management functional department shall master the credit status of the guaranteed, fully analyze the benefits and risks of the guarantee, and issue clear opinions.
The credit status of the guarantor shall at least include the following contents:
（1） Basic information of the enterprise (including enterprise name, registered address, legal representative, business scope, affiliated relationship with the company and other relationships);
（2） Recent audited financial reports and analysis of repayment ability;
（3） The name of the creditor;
（4） Guarantee method, term, amount, etc;
（5） Copies of major contracts related to the loan;
（6） Other important information.
Article 10 if the company provides guarantee for others, the financial department of the company, as the functional management department, shall submit an application report after verifying and analyzing the basic situation of the guaranteed unit, and the application report must clearly indicate the verification opinions. After the application report is submitted to the financial director of the company for approval and signed comments, it shall be submitted to the president of the company for approval. After the approval of the president of the company, it shall be forwarded to the securities affairs department and reported to the board of directors or the general meeting of shareholders for deliberation and decision.
Article 11 in principle, a subsidiary shall not provide guarantee for others. If it does provide guarantee for others due to business needs, the subsidiary must review and submit an application report. The application report must clearly indicate the verification opinions. After being signed and approved by the legal representative of the subsidiary, it shall be reported to the Finance Department of the company, and the financial person in charge shall sign the opinions, and after being approved by the president of the company, Forward to the securities affairs department and report to the board of directors or the general meeting of shareholders for deliberation and decision.
The resolutions made by the board of directors on guarantee matters must be adopted by more than half of all directors and reviewed and approved by more than two-thirds of the directors present at the board of directors. The decision-making authority of guarantee matters shall be in accordance with the provisions of the articles of association.
Section III Review and guarantee authority
Article 12 the board of directors shall carefully examine the financial status, industry prospect, business status, credit and reputation of the applicant for guarantee according to the relevant materials provided by the functional management department. If the materials provided are insufficient or the applicant for guarantee has one of the following circumstances, the company shall not provide guarantee for it.
（1） Not in conformity with the provisions of Article 7 of the system;
（2） The property right is unknown or the establishment does not comply with national laws and regulations or national industrial policies;
（3） Providing false financial statements and other materials to defraud the company of guarantee;
（4） The company provided guarantee for it for the previous time, and the bank loan is overdue or the interest is in arrears;
（5） Enterprises whose business conditions have deteriorated and whose reputation is poor;
（6） Failure to implement effective property for counter guarantee or provide mutual insurance.
Article 13 the counter guarantee or other effective risk prevention measures provided by the guarantor must correspond to the amount to be guaranteed and be approved by the Finance Department of the company. If the property of the guarantor applying for the creation of a counter guarantee is prohibited from circulation or non transferable by laws and regulations, the guarantor shall refuse the guarantee.
Article 14 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.
Interested shareholders include the following shareholders or shareholders under any of the following circumstances:
（1） Is the guaranteed object;
（2） Is the direct or indirect controller of the guaranteed object;
（3） Directly or indirectly controlled by the guaranteed object;
（4） Directly or indirectly controlled by the same legal person or natural person as the guaranteed object;
（5） Shareholders whose voting rights are restricted and affected due to the unfulfilled equity transfer agreement or other agreements with the guaranteed object or its affiliates;
（6） Other shareholders who cause the interests of the company to be inclined to them.
Interested directors include the following directors or directors under any of the following circumstances:
（1） Is the guaranteed object;
（2） Is the direct or indirect controller of the guaranteed object;
（3） Work in the guaranteed object, or in the legal entity that can directly or indirectly control the guaranteed party or the legal entity directly or indirectly controlled by the counterparty;
（4） Close family members of the guaranteed object or its direct or indirect controller;
（5） Close family members of directors, supervisors or senior managers of the guaranteed object or its direct or indirect controllers;
（6） Other directors whose independent business judgment may be affected.
Article 15 Where the guarantee provided by the company falls into the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
（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 exceeds 50% of the company's latest audited net assets;
（3） The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
（4） The guarantee amount in the last 12 months exceeds 30% of the company's latest audited total assets;
（5） Guarantees provided to shareholders, actual controllers and their affiliates;
（6） Any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period; （7） Other external guarantees required by laws, regulations, rules or relevant normative documents to be submitted to the general meeting of shareholders for deliberation and approval.
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 Item (4) 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 considers the guarantee in Item (5), the shareholder or the shareholder controlled by the actual controller shall not participate in the voting, and the voting shall be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. Article 16 the company provides guarantee to the 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 guarantee for the two types of subsidiaries with asset liability ratio of more than 70% and less than 70% in the latest financial statements 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 17 the company provides guarantee to its joint venture or associated enterprise and meets the following conditions at the same time. 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 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:
(I) the guaranteed person is not a director, supervisor, senior manager, shareholder holding more than 5%, actual controller and legal person or other organization under its control;
(II) each shareholder of the guaranteed shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution. 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.
Article 18 If the company estimates the guarantee amount to its joint venture or associated enterprise and meets the following conditions, it can adjust the guarantee amount between its joint venture or associated enterprise, but the total amount of adjustment shall not exceed 50% of the total estimated guarantee amount:
(I) the amount of the company's net assets transferred in the latest period does not exceed 10%;
(II) for the guarantee object with asset liability ratio exceeding 70% at the time of adjustment, the guarantee amount can only be obtained from the guarantee object with asset liability ratio exceeding 70% (when the guarantee amount is considered by the general meeting of shareholders);
(III) when the transfer occurs, the transferred party does not have overdue liabilities;
(IV) each shareholder of the transferred party shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
The company shall disclose the aforesaid adjustment in a timely manner when it actually occurs.
Article 19 those who violate the authority of the general meeting of shareholders and the board of directors to examine and approve External Guarantees specified in the articles of association shall be investigated for the corresponding legal and economic responsibilities of the responsible person.
Article 20 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters, and may employ an accounting firm to check the company's accumulated and current external guarantee conditions when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 21 those who violate the authority of the general meeting of shareholders and the board of directors to examine and approve External Guarantees specified in the articles of association shall be investigated for corresponding legal liabilities.
Section 4 conclusion of guarantee contract
Article 22 after the external guarantee of the company is reviewed and approved by the board of directors or the general meeting of shareholders, the chairman or the person authorized by the chairman shall sign the guarantee contract.
Article 23 a guarantee contract must comply with the relevant legal norms and the contract matters must be clear. All guarantee contracts shall be reviewed by the office of the board of directors of the company and, if necessary, by the legal counsel hired by the company.
Article 24 when concluding a standard guarantee contract, all obligatory terms shall be strictly examined in combination with the credit status of the guaranteed. When mandatory terms may cause unpredictable risks to the company, the guaranteed shall provide corresponding counter guarantee or refuse to provide guarantee for it, and report to the board of directors.
Article 25 the following clauses shall be specified in a guarantee contract (taking a guarantee contract as an example):
（1） Creditors and debtors;
（2） The type and amount of the creditor's rights of the guaranteed;
（3） The agreed time limit for the debtor and the creditor to perform their debts;
（4） Means of guarantee;
（5） Scope of guarantee;
（6） Warranty period;
（7） Other matters deemed necessary to be agreed by all parties.
Mortgage and pledge contracts shall also determine the main terms of the contract in accordance with the provisions of the civil code.
Article 26 when accepting counter guarantee mortgage and counter guarantee pledge, the Finance Department of the company, together with the office of the board of directors or the legal consultant hired by the company, shall improve the relevant legal procedures, especially handle the mortgage or pledge registration procedures in time (if there are legal requirements), and take necessary measures to reduce the guarantee risk before the counter guarantee approval and registration procedures.
Article 27 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 timeliness and duration of the guarantee. In the process of contract management, any abnormal contract not approved by the deliberation procedures of the board of directors or the general meeting of shareholders shall be reported to the board of directors, the board of supervisors and the Shenzhen Stock Exchange in time
