External guarantee management system
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
February, 2002
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as “the company”), effectively control the external guarantee risk of the company, maintain the safety of the company’s assets, and ensure the standardized operation and healthy development of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as “the Listing Rules”) This system is hereby formulated in combination with the actual situation of the company and the relevant provisions of relevant laws, administrative regulations, departmental rules and the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) articles of Association (hereinafter referred to as the “articles of association”). Article 2 the term “external guarantee” as mentioned in this system refers to the guarantee, mortgage, pledge and other forms of guarantee provided by the company for others, including the guarantee of the company to its holding subsidiaries. Specific types include but are not limited to loan guarantee, bank acceptance bill guarantee, guarantee for issuing letter of guarantee, etc. Article 3 this system is applicable to the company and its holding subsidiaries. Article 4 the general meeting of shareholders and the board of directors are the decision-making bodies for external guarantee. All external guarantee acts of the company must be approved by the general meeting of shareholders or the board of directors according to procedures. Without the approval of the general meeting of shareholders or the board of directors, the company shall not provide external guarantee. Article 5 the company shall perform the obligation of information disclosure of external guarantee in strict accordance with relevant regulations; The holding subsidiary shall timely notify the Secretary of the board of directors of the company to perform relevant information disclosure obligations after the resolution is made by the board of directors or the shareholders’ meeting. Chapter II examination and control of guarantee
Article 6 before deciding to provide guarantee, the company shall fully understand the credit status of the unit applying for guarantee. The financial department shall be responsible for reviewing and analyzing the basic information of the guarantee application unit, but not limited to the following information: (I) the financial department shall be responsible for reviewing and analyzing the basic information of the guarantee application unit; (II) recent audited financial reports and analysis of repayment ability; (III) the name of the creditor; (IV) guarantee method, term, amount, etc; (V) contracts related to the application for guarantee; (VI) ownership certificates and other materials of fixed assets that can be used for counter guarantee (if applicable);
(VII) other information explaining the credit status of the applicant.
After review, the finance department shall submit the guarantee business evaluation report to the company’s board of directors for approval after being reviewed and approved by the company’s financial director and general manager. Article 7 the external guarantee of the company must be deliberated by the board of directors first. When the board of directors deliberates on the external guarantee, it shall be deliberated and approved by more than half of the directors and approved in writing by more than 2 / 3 of the directors present at the board of directors.
If the related guarantee is involved, the related directors shall not exercise the voting right on the resolution, nor shall they exercise the voting right on behalf of other directors. The meeting of the board of directors can be held only when more than half of the unrelated directors are present, and with the written consent of more than 2 / 3 of the unrelated directors present at the board of directors. If the number of unrelated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation. Article 8 the board of directors shall carefully consider and analyze the financial status, operation status and credit status of the guaranteed, and make decisions prudently according to law. If necessary, external professional institutions can be hired to assess the risk of implementing external guarantee, which can be used as the basis for the decision-making of the board of directors or the general meeting of shareholders. No guarantee shall be provided to the applicant under the following circumstances: (I) it does not comply with national laws and regulations or national industrial policies; (II) providing false information; (III) the company has provided guarantee for it and overdue repayment has occurred; (IV) deterioration of business conditions and bad credit; (V) loss in the previous year or little profit in the previous year and expected loss in the current year; (VI) other circumstances in which the board of Directors considers that the guarantee cannot be provided. Article 9 the following external guarantees shall be considered and approved by the board of directors and the general meeting of shareholders: (I) any guarantee provided after the total amount of guarantees provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets; (II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets; (III) the latest financial statement data of the guaranteed object shows that the asset liability ratio exceeds 70%; (IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(V) the accumulated guarantee amount for 12 consecutive months exceeds 30% of the company’s total assets audited in the latest period; (VI) guarantees provided to shareholders, actual controllers and other related parties; (VII) other guarantees stipulated by laws and regulations, normative documents or the articles of association.
The above-mentioned total amount of external guarantee of the company and its holding subsidiaries refers to the sum of the total amount of external guarantee of the company, including the guarantee of the company to its holding subsidiaries, and the total amount of external guarantee of the company’s holding subsidiaries. Article 10 when the general meeting of shareholders deliberates 0 guarantee behavior, it must be approved by more than half of the voting rights held by the shareholders attending the general meeting of shareholders, but 0 item 0 guarantee behavior must be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. Article 11 when a company or a holding subsidiary provides a guarantee to a third party, it shall require the guaranteed party to provide a counter guarantee. Article 12 a written contract shall be concluded for the guarantee items examined and approved by the general meeting of shareholders or the board of directors. The guarantee contract must comply with relevant laws and regulations and clearly stipulate the following terms: (I) the type and amount of the guaranteed principal creditor’s right; (II) the time limit for the debtor to perform its obligations; (III) guarantee method; (IV) scope of guarantee; (V) guarantee period; (VI) rights, obligations and liabilities for breach of contract of each party; (VII) other matters deemed necessary by both parties. Article 13 when signing a guarantee contract, the signatory must hold the resolution of the board of directors or the general meeting of shareholders on the guarantee and the power of attorney for the signatory. The signatory shall not sign a guarantee contract beyond his authority, nor shall he sign a guarantee contract exceeding the amount authorized by the board of directors or the general meeting of shareholders.
When signing a guarantee contract, the signatory must review the relevant contents of the guarantee contract. For terms that are obviously detrimental to the interests of the company or may have unpredictable risks, the signatory shall require the other party to delete or change them.
Article 14 If the debt guaranteed by the company needs to be extended after maturity and the company needs to continue to provide guarantee, it shall be used as a new external guarantee and re perform the guarantee approval procedure. Article 15 when accepting counter guarantee mortgage and counter guarantee pledge, the company shall go through mortgage, pledge and other relevant procedures in accordance with the law.
Chapter III Risk Management of guarantee
Article 16 the management department of external guarantee is the Finance Department of the company. The main responsibilities in the process of external guarantee are as follows: (I) review the credit status and guarantee risk assessment of the applicant; (II) properly keep the guarantee contract and the documents of the guaranteed, and timely notify the Secretary of the board of supervisors and the board of directors; (III) track and supervise the guaranteed party in time after providing external guarantee; (IV) handle other matters related to external guarantee.
Article 17 the Finance Department of the company shall designate personnel to be specifically responsible for the management of each guarantee business. The person in charge of handling shall timely track and master the use of funds of the guaranteed, the production and operation of the guaranteed unit, changes in assets and liabilities, merger and division, changes in legal representative, etc., especially the repayment of the debts of the guarantor, and before the maturity of the debts guaranteed by the company, It is necessary to actively urge the guaranteed party to perform the debt within the agreed period, and report the possible risks in the guarantee process to the financial department of the company in time. Article 18 when the guaranteed fails to perform the repayment obligation within 15 trading days after the maturity of the debt, or the guaranteed goes bankrupt, liquidates and other situations that seriously affect the repayment ability, or the creditor claims the guarantor to perform the guarantee obligation, the Finance Department of the company shall timely understand the debt repayment of the guaranteed and notify the Secretary of the board of directors at the same time, The Secretary of the board of directors shall report to the board of directors and perform the disclosure obligation in time after deliberation. Article 19 If the guaranteed cannot perform the contract and the secured creditor claims against the company, the company shall immediately start the counter guarantee recovery procedure, notify the Secretary of the board of directors and report to the board of directors. Article 20 after performing the guarantee obligation for the debtor, the company shall take effective measures to recover from the debtor in a timely and active manner, and notify the Secretary of the board of directors of the recovery at the same time, and the Secretary of the board of directors shall immediately report to the board of directors of the company. Article 21 as a general guarantor, the company shall not assume the guarantee liability to the debtor in advance without the approval of the board of directors of the company before the dispute over the main contract has not been litigated or arbitrated and the debtor’s property has not been enforced according to law.
Article 22 when the creditor waives or neglects to claim the guarantee, the company shall refuse to bear the guarantee liability first within the scope of the creditor’s waiver of rights. Article 23 If the company, as the guarantor, has two or more guarantors for the same debt and agrees to assume the guarantee liability according to the share, it shall refuse to assume the guarantee liability exceeding the agreed share of the company. Article 24 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the departments and responsible persons related to the guarantee of the company shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance. If a subsidiary signs an external guarantee contract, it shall timely submit the copy of the guarantee contract to the Finance Department of the company for filing.
Chapter IV information disclosure of guarantee
Article 25 the company shall conscientiously perform the information disclosure obligation of external guarantee in strict accordance with relevant laws and regulations and the articles of association. The external guarantees examined and approved by the board of directors or the general meeting of shareholders of the company must be disclosed in a timely manner in the information disclosure newspapers and periodicals designated by the China Securities Regulatory Commission. Article 26 the holding subsidiary of the company shall timely notify the company to perform relevant information disclosure obligations after the resolution is made by its board of directors or general meeting of shareholders. Article 27 for the disclosed guarantee matters, the company shall also disclose them in time in one of the following circumstances: (I) the guaranteed fails to perform the repayment obligation within 15 trading days after the maturity of the debt; (II) bankruptcy, liquidation and other situations seriously affecting the repayment ability of the guaranteed. Article 28 the company shall truthfully provide relevant information to the accounting firm audited by the company. In the annual report, the independent directors of the company shall make special explanations on the company’s accumulated and current external guarantees and the implementation of the above provisions, and express independent opinions.
Chapter V responsibility and punishment
Article 29 If the directors, managers and other relevant personnel of the company sign the guarantee contract without authorization according to the procedures specified in this system, which causes damage to the company, the parties shall be investigated for responsibility. Article 30 if the responsible person violates the provisions of the law or this system, ignores the risk and guarantees without authorization, and causes losses to the company, he shall be liable for compensation. Article 31 If the responsible person fails to perform his duties correctly or negligently, resulting in losses to the company, he shall be fined or punished according to the seriousness of the circumstances. Article 32 in the process of guarantee, if the responsible person violates the provisions of the criminal law, the company shall transfer it to the judicial organ for criminal responsibility according to law.
Chapter VI supplementary provisions
Article 33 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations, rules, normative documents and the articles of association. If the system conflicts with relevant national laws, regulations, rules, normative documents or the articles of association modified by legal procedures, the new relevant provisions shall apply, and the rules shall be modified in time. Article 34 these Rules shall be drafted by the board of directors and shall come into force from the date of deliberation and adoption by the general meeting of shareholders, and the same shall apply to amendments. Article 35 the right to amend and interpret these rules belongs to the board of directors of the company.
February 2002
