Linewell Software Co.Ltd(603636)
External guarantee system
Adopted at the founding meeting and the first general meeting of shareholders on February 18, 2011
Revised for the first time at the 2014 annual general meeting on June 29, 2015
May 18, 2022 second revision of 2021 annual general meeting of shareholders
Quanzhou, China
May, 2002
catalogue
Chapter I General Provisions Chapter II examination of external guarantee objects Chapter III approval procedures for external guarantee Chapter IV Management of external guarantee Chapter V responsibility of responsible person 10 Chapter VI Supplementary Provisions ten
Linewell Software Co.Ltd(603636)
External guarantee system
Chapter I General Provisions
Article 1 in order to protect the legitimate rights and interests of investors, regulate the external guarantee behavior of Linewell Software Co.Ltd(603636) (hereinafter referred to as “the company”), effectively prevent the external guarantee risk of the company and ensure the safety of the company’s assets, according to 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 and the stock listing rules of Shanghai Stock Exchange This system is formulated in combination with the actual situation of the company in accordance with the relevant provisions of laws, administrative regulations, normative documents such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and Linewell Software Co.Ltd(603636) articles of Association (hereinafter referred to as the articles of association).
Article 2 this system is applicable to the company and its subsidiaries at all levels within the scope of the company’s consolidated statements (including wholly-owned subsidiaries and holding subsidiaries, hereinafter referred to as “subsidiaries”).
Article 3 the external guarantee mentioned in this system refers to the guarantee, mortgage, pledge and other forms of guarantee provided by the company and its subsidiaries to others with their own assets or credit, including the guarantee between the company and its subsidiaries. The types of guaranteed debts include but are not limited to bank credit guarantee, bank issuing letter of credit and bank acceptance bill, guarantee for issuing letter of guarantee, etc.
Article 4 the external guarantee of the company shall be managed uniformly. Without the approval of the board of directors or the general meeting of shareholders, the company and its subsidiaries shall not provide external guarantee or guarantee each other. No one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the company.
Article 5 the directors and senior managers of the company shall carefully treat and strictly control the debt risks arising from the guarantee, and bear joint and several liabilities for the losses arising from the illegal or improper external guarantee according to law.
Article 6 this system is applicable to the company and its holding subsidiaries. This system is not applicable to the guarantee provided by the company for its own debts.
Article 7 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 8 when providing guarantee for others, the company shall take necessary measures such as counter guarantee to prevent risks, and the provider of counter guarantee shall have actual bearing capacity. However, the provisions of this article on counter guarantee shall not apply to the guarantee provided by the company for the company within the scope of consolidated statements.
Article 9 the independent directors of the company shall make special explanations on the company’s accumulated and current external guarantees in the annual report, and express independent opinions.
Chapter II examination of external guarantee objects
Article 10 the company may provide guarantee for units with independent legal personality and one of the following conditions:
(I) mutual insurance units required by the company’s business;
(II) units with important business relations with the company;
(III) units with potentially important business relations with the company;
(IV) holding subsidiaries of the company and other units with control relationship.
The above units must have strong solvency and comply with the relevant provisions of this system.
Article 11 if it does not meet the conditions listed in Article 10 of the system, but it is necessary to develop business cooperation with it and the risk is small, it can provide guarantee after being deliberated and approved by the board of directors or the general meeting of shareholders according to the approval authority.
Article 12 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed before considering the external guarantee proposal, carefully consider and analyze the financial status, operation status, industry prospect and credit status of the guaranteed, and make a decision prudently 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 13 the information on the credit status of the application guarantor shall at least include the following contents:
(I) basic information of the enterprise, including business license, copy of articles of association, identity certificate of legal representative, relevant information reflecting the relationship with the company and other relationships, etc;
(II) guarantee application, including but not limited to guarantee method, term, amount, etc;
(III) financial reports, the latest financial statements and analysis of repayment ability audited by qualified accounting firms in recent three years;
(IV) the real estate, fixed assets and other valid ownership certificates of the property ownership of the guaranteed;
(V) a copy of the main contract related to the loan;
(VI) conditions and relevant materials for applying for the guaranteed to provide counter guarantee;
(VII) description of no potential and ongoing major litigation, arbitration or administrative punishment; (VIII) other important information.
Article 14 the responsible person in charge of handling shall investigate and verify the operation and financial status, project status, asset quality, solvency, profitability, credit level and industry prospect of the application guaranteed according to the basic information provided by the application guaranteed, and report the relevant information to the board of directors or the general meeting of shareholders for approval according to the contract approval procedures. After being approved by the leader in charge and the general manager, the relevant information shall be submitted to the board of directors or the general meeting of shareholders for approval.
Article 15 the board of directors or the general meeting of shareholders shall review and vote on the submitted materials, and record the voting results. No guarantee shall be provided for the applicant under any of the following circumstances or if the information provided is insufficient:
(I) the guaranteed project does not comply with national laws and regulations or national industrial policies;
(II) there are false records or false information provided in the financial and accounting documents in the last three years;
(III) the company has provided guarantee for it, and there have been overdue bank loans and interest arrears, which have not been repaid or effective treatment measures cannot be implemented by the time of this guarantee application;
(IV) the business condition has deteriorated, the reputation is bad, and there is no sign of improvement;
(V) it has entered the reorganization, custody, merger or bankruptcy liquidation procedures.
(VI) having major economic disputes with other enterprises, facing legal proceedings and possibly bearing major liability for compensation.
(VII) a guarantee dispute has occurred with the enterprise and has not been properly resolved, or the guarantee fee cannot be paid in full and on time.
(VIII) other circumstances in which the board of Directors considers that the guarantee cannot be provided.
Article 16 the counter guarantee or other effective risk prevention measures provided by the applicant for guarantee must correspond to the amount of guarantee. If the property of the guarantor applying for the creation of counter guarantee is prohibited from circulation or non transferable by laws and administrative regulations, the guarantor shall refuse the guarantee.
Chapter III Procedures for examination and approval of external guarantees
Article 17 in case of external guarantee, the company shall submit it to the board of directors or the general meeting of shareholders for deliberation and timely disclose it.
Article 18 the highest decision-making body of the company’s external guarantee is the general meeting of shareholders of the company, and the board of directors exercises the decision-making power of external guarantee according to the examination and approval authority of external guarantee stipulated in this system. If the prescribed approval authority is exceeded, the board of directors shall put forward a plan and submit it to the general meeting of shareholders for approval. The board of directors shall organize, manage and implement the external guarantee matters approved by the general meeting of shareholders.
Article 19 when the board of directors deliberates on the guarantee, it shall not only be approved by more than half of all directors in accordance with the provisions of the articles of association, but also obtain the consent of more than two-thirds of the directors attending the meeting of the board of directors and more than two-thirds of all independent directors.
Article 20 external guarantees under any of the following circumstances shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(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) if the guarantee rate of the guaranteed assets exceeds 70%;
(IV) 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;
(V) according to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, it exceeds 30% of the company’s latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by the stock exchange or the articles of association.
The external guarantee of the company within 12 months shall be calculated cumulatively.
When the general meeting of shareholders considers the guarantee matters within its authority, it must be approved by more than 1 / 2 of the voting rights held by the shareholders attending the general meeting of shareholders. However, if the guarantee in Item (IV) of the preceding paragraph is involved, it shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
Article 21 during the deliberation of the board of directors, if the directors are related to the guarantee, the related directors shall abstain from voting and shall not exercise the voting rights on behalf of other directors. The meeting of the board of directors can be held only when more than half of the non related directors are present and approved by more than 2 / 3 of the non related directors; If the number of non affiliated directors attending the board of directors is less than 3, the guarantee shall be submitted to the general meeting of shareholders for deliberation.
Article 22 external guarantees other than those listed in Article 20 shall be examined and approved by the board of directors.
Article 23 when the external guarantee amount approved by the general meeting of shareholders or the board of directors needs to be implemented in batches, the general manager of the company can be authorized to sign the guarantee document within the approved amount.
Article 24 when the board of directors or the general meeting of shareholders of the company votes on the external guarantee, the directors or shareholders associated with the guarantee shall withdraw from voting.
Article 25 Where a holding subsidiary of a company provides a guarantee for a legal person or other organization within the scope of the company’s consolidated statements, the company shall disclose it in time after the holding subsidiary performs the deliberation procedures, except for the guarantee matters that should be submitted to the general meeting of shareholders of the company for deliberation in accordance with the stock listing rules of Shanghai Stock Exchange.
Where a holding subsidiary of the company provides a guarantee for an entity other than the entity specified in the preceding paragraph, it shall be deemed that the company provides a guarantee and shall comply with the relevant provisions of this system.
Article 26 the company may, when necessary, hire an external professional institution to assess the risk of implementing external guarantee, which shall be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 27 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters
If necessary, an accounting firm can 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 in time.
Article 28 If there are a large number of mutual guarantees between the company and its subsidiaries every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation due to the need to frequently conclude guarantee agreements, the company can predict the annual guarantee and submit it to the general meeting of shareholders for deliberation.
Article 29 the counter guarantee provided by the company and its subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and the corresponding review procedures and information disclosure obligations shall be performed based on the amount of the counter guarantee provided by them, except that the company and its holding subsidiaries provide counter guarantee for the guarantee based on their own debts.
Article 30 if the company’s secured party becomes an affiliate of the company due to a transaction or connected transaction, while implementing the transaction or connected transaction, it shall perform the corresponding review procedures and information disclosure obligations for the existing connected guarantee.
Article 31 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 32 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 related person 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.
Article 33 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:
(I) the single adjustment amount of the transferred party does not exceed the latest audited net assets of the listed company
(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.
The company shall disclose in a timely manner when the adjustment matters mentioned in the preceding paragraph actually occur.
Article 34 for external guarantee, the company must conclude a written guarantee contract and counter guarantee contract. A guarantee contract and a counter guarantee contract shall meet the requirements of the civil code of the people’s Republic of China and other laws and regulations.
Article 35 a guarantee contract shall at least include the following contents:
(I) type and amount of principal creditor’s rights guaranteed;
(II) the time limit for the debtor to perform its obligations;
