Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of investors, standardize the external guarantee behavior of Kairuide Holdings Co., Ltd. (hereinafter referred to as "the Company"), effectively prevent external guarantee risks, and ensure the safety of the Company's assets, this system is formulated based on 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," the "Listing Rules of the Shenzhen Stock Exchange" (hereinafter referred to as "the Listing Rules"), and other relevant laws, regulations, and normative documents, as well as the provisions of the "Articles of Association of Kairuide Holdings Co., Ltd." (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
The term "external guarantee" in this system refers to the guarantees, asset pledges, and other guarantee matters provided by the Company in the capacity of a third party using its own assets or credit for others, including guarantees provided by the Company for its controlling subsidiaries. Specific types include but are not limited to loan guarantees, bank letter of credit guarantees, bank acceptance bill guarantees, and letter of guarantee guarantees.
Article 3
The Company's external guarantees shall adhere to the following general principles:
- Compliance with the provisions of the Company Law, Listing Rules, and other relevant laws, administrative regulations, departmental rules, and the Articles of Association.
- External guarantees must follow the principles of legality, prudence, mutual benefit, safety, and strict control of guarantee risks.
- The Company shall require the guaranteed party to provide counter-guarantees whenever possible, and the counter-guarantee provider must have actual bearing capacity and the counter-guarantee must be enforceable.
- All directors and management of the Company shall treat external guarantees with caution and strictly control the debt risks arising from external guarantees.
Article 4
The Company shall implement unified management of external guarantees. Without the approval of the Company's board of directors or shareholders' meeting, no one shall have the right to sign contracts, agreements, or other similar legal documents for external guarantees in the name of the Company. Any losses caused to the Company by anyone signing external guarantee contracts, agreements, or other similar legal documents in the name of the Company without the approval of the board of directors or shareholders' meeting shall bear joint liability.
Article 5
External guarantees provided by subsidiaries controlled or actually controlled by the Company shall comply with this system and shall promptly notify the Company to perform approval procedures and information disclosure obligations after resolutions are made by their board of directors or shareholders' meeting. Subsidiaries shall not provide guarantees to others or to each other without the Company's approval.
Article 6
The Company's external guarantees shall adhere to the principles of equality, voluntariness, fairness, integrity, and mutual benefit. No unit or individual (including shareholders and other related parties) shall coerce or force the Company to provide guarantees for others, and the Company has the right to refuse any coercive or forced guarantee requests.
Article 7
When the Company provides guarantees for controlling shareholders, actual controllers, and their related parties, the controlling shareholders, actual controllers, and their related parties shall provide counter-guarantees. The Company may not require counter-guarantees from controlling subsidiaries when providing guarantees for them.
Chapter 2 Review of the Guaranteed Party
Article 8
The Company may provide guarantees for units with independent legal person status that meet one of the following conditions:
- Subsidiaries of the Company;
- Mutual guarantee units needed for the Company's business;
- Units with significant business relationships with the Company;
- Units with potential significant business relationships with the Company. These units must also have strong debt repayment capabilities and comply with the relevant provisions of this system.