Wuhan Diar Laser Technology Co., Ltd. Management System for External Guarantees (Draft) (Applicable After H-Share Issuance and Listing)
Chapter 1 General Provisions
Article 1 To standardize the management of external guarantees by Wuhan Diar Laser Technology Co., Ltd. (hereinafter referred to as the "Company"), strictly control the debt risks arising from external guarantees, and protect the legitimate rights and interests of the Company, all shareholders, and other stakeholders, these Management Measures are formulated in accordance with the "Company Law of the People's Republic of China," the "Civil Code of the People's Republic of China," the "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 2 - Standardized Operation of GEM Listed Companies," the "Hong Kong Stock Exchange Limited Securities Listing Rules," and other laws, regulations, normative documents, and the "Articles of Association of Wuhan Diar Laser Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), combined with the Company's actual situation.
Article 2 These Measures shall apply to the Company and its wholly-owned and controlling subsidiaries (hereinafter referred to as "Subsidiaries").
Article 3 External guarantee as referred to in these Measures means the guarantee, asset mortgage, pledge, and other forms of guarantee provided by the Company with its own assets or credit for other units or individuals, including guarantees provided by the Company to its Subsidiaries.
Article 4 The types of guaranteed debts include, but are not limited to, applying for bank credit lines, bank loans, opening letters of credit, bank acceptance bills, and bank guarantees.
Article 5 The Company shall provide external guarantees in accordance with the principles of legality, prudence, safety, equality, voluntariness, fairness, good faith, and mutual benefit.
Article 6 The Company's external guarantee activities shall be managed in a unified manner. The Company's branches and functional departments shall not provide external guarantees without authorization. Without the approval of the Company's board of directors or shareholders' meeting, the Company and its Subsidiaries shall not provide external guarantees.
Where a controlling subsidiary of the Company provides a guarantee for a legal person or other organization within the scope of the Company's consolidated financial statements, the Company shall disclose it in a timely manner after the controlling subsidiary completes the deliberation procedures.
Guarantees provided by a controlling subsidiary of the Company to the Company are not subject to the second paragraph of this Article.
Where a controlling subsidiary of the Company provides a guarantee for an entity other than those specified in the second paragraph of this Article, it shall be deemed as an external guarantee of the Company and shall be handled in accordance with the relevant provisions of these Measures.
Article 7 The Company's directors and senior management personnel shall prudently consider and strictly control the debt risks that may arise from external guarantees, and shall be liable for compensation for losses arising from illegal guarantees according to law.
Article 8 Where the Company provides a guarantee for its controlling shareholder, actual controller, and their related parties, the controlling shareholder, actual controller, and their related parties shall provide counter-guarantees.
Where the Company becomes a related party to the guaranteed party due to a transaction, the corresponding deliberation procedures and information disclosure obligations shall be fulfilled for the existing related party guarantee at the time of implementing the transaction or related party transaction.
If the board of directors or shareholders' meeting has not deliberated on the related party guarantee matter stipulated in the preceding paragraph, the parties to the transaction shall take effective measures such as terminating the guarantee in advance.