Chapter 1 General Principles
Article 1
To protect the interests of investors, regulate the guarantee activities of Guangdong Jushen Logistics Co., Ltd. (hereinafter referred to as "the Company"), control operational risks of the Company's assets, and promote the healthy and stable development of the Company, this system is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law") and other relevant laws, regulations, normative documents, and the Articles of Association of Guangdong Jushen Logistics Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The term "guarantee" in this system refers to the Company providing guarantees for others in the capacity of a third party, including but not limited to guarantees, mortgages, or pledges. Specific types may include guarantees for bank loans, letters of credit, and bank acceptance bills, as well as guarantees for issuing letters of guarantee. Guarantees provided by the Company for its subsidiaries are considered external guarantees. The total amount of external guarantees by the Company and its controlling subsidiaries refers to the sum of the total external guarantees provided by the Company, including those for its controlling subsidiaries, and the total external guarantees of the controlling subsidiaries.
Article 3
The term "subsidiary" in this system refers to wholly-owned subsidiaries, controlling subsidiaries, and companies in which the Company has actual control. The external guarantees of subsidiaries shall be executed in accordance with this system. They must promptly notify the Company to fulfill relevant information disclosure obligations after resolutions are made by their board of directors or shareholders' meeting.
Article 4
The Company implements unified management of external guarantees. Without the approval of the Company's board of directors or shareholders' meeting, no one has the right to sign contracts, agreements, or other similar legal documents for external guarantees in the name of the Company.
Article 5
The Company's directors and senior management should treat the debt risks arising from guarantees with caution and strictly control them, and they shall bear joint liability for losses arising from violations or improper external guarantees in accordance with the law.
Article 6
The Company's external guarantees shall adhere to the principles of legality, prudence, mutual benefit, and safety, and strictly control guarantee risks.
Article 7
When the Company provides guarantees for others, it shall take necessary measures such as counter-guarantees to prevent risks, and the provider of the counter-guarantee must have the actual capacity to bear the responsibility. If the Company provides guarantees for controlling shareholders, actual controllers, and their related parties, the controlling shareholders, actual controllers, and their related parties must provide counter-guarantees. When the Company provides guarantees for its controlling subsidiaries or affiliated companies, the other shareholders of those controlling subsidiaries or affiliated companies must provide equal guarantees or counter-guarantees in proportion to their contributions. If such shareholders fail to provide equal guarantees or counter-guarantees in proportion to their contributions, the Company's board of directors shall disclose the main reasons and fully explain whether the guarantee risk is controllable and whether it harms the Company's interests based on an analysis of the operating conditions and debt repayment capabilities of the guarantee objects.
Chapter 2 Review of External Guarantee Objects
Article 8
The Company may provide guarantees for units with independent legal person status that meet one of the following conditions:
- Mutual guarantee units required for the Company's business needs;
- Units with significant business relationships with the Company;
- Units with potential significant business relationships with the Company;
- Controlling subsidiaries of the Company and other units with controlling relationships.
The above units must also have strong debt repayment capabilities and comply with the relevant provisions of this system.