300811SZSE

Management System for External Guarantee Decision-Making (Draft) (Applicable After H Share Issuance and Listing)

POCO Holding Co., Ltd.··11 pages

✨ AI Summary

This draft outlines the management system for external guarantees by Shenzhen Boke New Materials Co., Ltd. to standardize guarantee practices, protect investor rights, and ensure financial security. It applies to the company and its subsidiaries, detailing approval processes and risk assessments for guarantees. Key decisions include requiring board approval for significant guarantees and establishing criteria for eligible guarantee recipients.

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Full Translation

AI Translation· azure_openai

Chapter 1 General Principles

Article 1

To standardize the external guarantee behavior of Shenzhen Boke New Materials Co., Ltd. (hereinafter referred to as "the Company"), protect the legitimate rights and interests of investors, ensure the financial safety of the Company, strengthen bank credit and guarantee management, and mitigate operational risks, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Shenzhen Stock Exchange GEM Listing Rules," "Hong Kong Stock Exchange Listing Rules" (hereinafter referred to as "Hong Kong Listing Rules"), and other relevant laws, regulations, and the "Articles of Association of Shenzhen Boke New Materials Co., Ltd." (hereinafter referred to as "the Articles of Association").

Article 2

This system applies to the Company and its wholly-owned subsidiaries, holding subsidiaries, and affiliated companies under actual control (hereinafter referred to as "subsidiaries").

Article 3

The term "external guarantee" refers to the Company's provision of guarantees, mortgages, pledges, and other forms of guarantees to any other unit or individual based on its own assets or credit, in accordance with laws, regulations, departmental rules, normative documents, securities regulatory rules of the stock listing location, and relevant provisions of this system. Specific types include but are not limited to loan guarantees, bank letters of credit, bank acceptance bills, and commercial acceptance bills.

Article 4

Guarantees provided by the Company for subsidiaries are regarded as external guarantees. Guarantees provided by subsidiaries to entities outside the scope of the Company's consolidated financial statements are considered as guarantees provided by the Company and are subject to this system.

Article 5

External guarantees are managed uniformly by the Company. Branches of the Company are not allowed to provide external guarantees, and subsidiaries may not provide external guarantees or guarantees to each other without the Company's approval.

Article 6

During capital operations such as acquisitions and external investments, the Company shall carefully examine the external guarantee situation of the acquired party as an important basis for board resolutions.

Chapter 2 Review of Guarantee Objects

Article 7

The Company or its subsidiaries may provide guarantees for legal entities with strong debt repayment capabilities that meet one of the following conditions: (1) mutual guarantee units required for the Company's business; (2) the Company's holding or affiliated companies. The Company shall not provide guarantees for non-legal entities or individuals.

Article 8

Before reviewing external guarantee matters, the Company's board of directors shall thoroughly investigate the operational and credit status of the guaranteed party, carefully analyze the financial condition, operational status, credit situation, and industry prospects of the guaranteed party, and make decisions prudently in accordance with the law. The Company may hire external professional institutions to assess guarantee risks when necessary, as a basis for decisions by the board or shareholders' meeting.

Article 9

The credit status materials provided by the guarantee applicant shall include at least the following: (1) basic enterprise information, including business license, copies of the articles of association, identification of the legal representative, and relevant materials reflecting the relationship with the Company; (2) a guarantee application letter, including but not limited to the guarantee method, term, amount, etc.; (3) audited financial reports for the past three years and repayment capacity analysis; (4) copies of the main contract related to the guarantee; (5) conditions and relevant materials for the applicant to provide counter-guarantees; (6) a statement that there are no potential or ongoing significant litigations, arbitrations, or administrative penalties; (7) other important materials.

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