Inner Mongolia Dazhong Mining Co.Ltd(001203)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the company’s external guarantee behavior, effectively control the company’s external guarantee risk and protect the legitimate rights and interests of investors, according to the company law of the people’s Republic of China, the civil code of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) This system is hereby formulated in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the Inner Mongolia Dazhong Mining Co.Ltd(001203) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “external guarantee” as mentioned in this management system refers to the act of the company providing guarantee, mortgage or pledge to the creditor for the debtor (guaranteed enterprise) for capital financing or commodity circulation.
Article 3 this system is applicable to the guarantee provided by the company or its holding subsidiary to a third party. The provision of guarantee for subsidiaries is applicable. Without the approval of the board of directors or the general meeting of shareholders of the company, subsidiaries shall not provide external guarantees; Unless the subsidiary provides guarantee for the legal person or other organization within the scope of the company’s consolidated statements.
Article 4 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the risk of external guarantee.
The controlling shareholder and other related parties shall not force the company to provide guarantee for others, and the company shall refuse to force the company to provide guarantee for others.
Article 5 all directors of the company shall prudently treat and strictly control the debt risk arising from the external guarantee, and be liable for the losses arising from the illegal or improper external guarantee according to law.
Article 6 the company shall strictly grasp the conditions of external guarantee:
(I) before deciding to provide external guarantee, the credit status of the guaranteed enterprise must be fully investigated, and the financial status, operation status, industry prospect and credit status of the guaranteed enterprise must be analyzed. In principle, enterprises with low credit will not provide guarantee;
(II) the external guarantee of the company shall be implemented after being approved by the competent authority of the company in accordance with the provisions of the articles of association and relevant rules.
Article 7 the company provides guarantees for its holding subsidiaries and joint-stock companies. Other shareholders of the holding subsidiaries and joint-stock companies shall provide risk control measures such as the same guarantee according to the proportion of capital contribution. If the shareholder fails to provide risk control measures such as the same guarantee to the holding subsidiaries or joint-stock companies according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons, On the basis of analyzing the operation and solvency of the guarantee object, fully explain whether the guarantee risk is controllable and whether it damages the interests of the company.
Article 8 the company shall continue to pay attention to the financial status and solvency of the guaranteed. In case of serious deterioration of the operation status of the guaranteed or major events such as dissolution and division of the company, the board of directors of the company shall take effective measures in time to minimize the loss.
After the debt guaranteed is due, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time. If the guaranteed fails to perform his obligations on time, the company shall take necessary remedial measures in time.
Article 9 if the debt guaranteed by the company needs to be extended after maturity and continues to be guaranteed by it, it shall be used as a new external guarantee to re perform the review procedures and information disclosure obligations.
Chapter II examination and approval of external guarantee
Article 10 the guarantee provided by the company shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and made a resolution, and shall be disclosed to the public in a timely manner.
The following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 30% of the total assets audited in the latest period;
(IV) the latest financial statement data of the guaranteed object shows that the asset liability ratio exceeds 70%; (V) the total audited assets of the company in the latest 12 months exceed 30%; (VI) guarantees provided to shareholders, actual controllers and their related parties.
(VII) other guarantee matters that need to be deliberated by the general meeting of shareholders as stipulated by the stock exchange or the articles of association.
The guarantee in Item (V) of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
The guarantee matters beyond the above scope shall be examined and approved by the board of directors of the company. The company shall not provide guarantee without the deliberation and approval of the board of directors or the general meeting of shareholders.
Article 11 the company provides guarantees to its holding subsidiaries. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can estimate the total amount of new guarantees in the next 12 months for two types of subsidiaries with asset liability ratio of more than 70% and less than 70% in the latest financial statements, And submit it to the general meeting of shareholders for deliberation.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time. The guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 12 the company provides guarantee to its joint venture or associated enterprise and meets the following conditions at the same time. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can reasonably predict the specific objects to be guaranteed and the corresponding new guarantee amount in the next 12 months, And submit it to the general meeting of shareholders for deliberation:
(I) the guaranteed person is not a director, supervisor, senior manager, shareholder holding more than 5%, actual controller and legal person or other organization under its control;
(II) each shareholder of the guaranteed shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time, and the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 13 if the company estimates the guarantee amount to its joint venture or associated enterprise and meets the following conditions, it can adjust the guarantee amount between its joint venture or associated enterprise, but the total amount of adjustment shall not exceed 50% of the total estimated guarantee amount:
(I) the single adjustment amount of the transferred party shall not exceed 10% of the company’s latest audited net assets;
(II) for the guarantee object with asset liability ratio exceeding 70% at the time of adjustment, the guarantee amount can only be obtained from the guarantee object with asset liability ratio exceeding 70% (when the guarantee amount is considered by the general meeting of shareholders);
(III) there is no overdue repayment of the adjusted party;
(IV) each shareholder of the transferred party shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
The company shall disclose the aforesaid adjustment in a timely manner when it actually occurs.
Article 14 Where a holding subsidiary of a company provides a guarantee for a legal person or other organization within the scope of the company’s consolidated statements, the company shall disclose it in time after the holding subsidiary performs the deliberation procedures.
Except for the guarantee matters that need to be submitted to the general meeting of shareholders of listed companies for deliberation as stipulated in Article 10 of these rules.
Where a holding subsidiary of a company provides a guarantee for an entity other than the entity specified in the preceding paragraph, it shall be deemed as a listed company providing a guarantee and shall comply with the relevant provisions of this section.
Article 15 when the external guarantee of the company is submitted to the board of directors or the general meeting of shareholders for deliberation, the following pre procedures shall be performed:
(I) the functional department submits a written application and due diligence report (the report includes but is not limited to the guaranteed amount, the credit status, operation, solvency, benefits and risks arising from the guarantee);
(II) the external guarantee shall be approved by more than half of all directors, and shall be deliberated and approved by more than two-thirds of the directors present at the board of directors and made a resolution; The external guarantee that should be approved by the general meeting of shareholders shall be reviewed and approved by the board of directors in accordance with the above rules before being submitted to the general meeting of shareholders for deliberation;
(III) the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters, and can hire an accounting firm to check the company’s accumulated and current external guarantee if necessary. Article 16 when the general meeting of shareholders or the board of directors makes a resolution on the guarantee, the shareholders or directors who have an interest in the guarantee shall withdraw from voting. 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.
Chapter III Contract Management of external guarantee
Article 17 the company or its subsidiaries may enter into an external guarantee contract only after the approval of the competent authority of the company. A written contract shall be concluded for any external guarantee.
Article 18 before the formal signing of the external guarantee contract, the handler, the legal personnel of the contract review department and the authorized signatory shall carefully review the contract text, and require the other party to delete or change the terms that are obviously inconsistent with the resolutions of the board of directors or the shareholders’ meeting, the terms that unfairly increase the risk of the company, and the terms that are inaccurate or uncertain. For the external guarantee matters that must be submitted to the general meeting of shareholders for deliberation, the hired legal counsel can issue legal opinions on the contract text.
Article 19 for the external guarantee provided by the company, the external guarantee contract shall be sealed by the administrative department of the company only after the following conditions are met:
(I) it has been approved by the competent authority of the company in accordance with the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and this system;
(II) the person in charge of the company’s handling department and the person in charge signed the preliminary review opinions;
(III) the Finance Department of the company has signed the approval opinions;
(IV) for the external guarantee matters that must be submitted to the general meeting of shareholders for deliberation, the legal counsel has signed the reviewed contract text with no objection (if any);
(V) the authorized signatory on behalf of the company has signed the guarantee contract.
If any of the above conditions is not met, the seal shall not be used.
Article 20 If a subsidiary signs an external guarantee contract, the copy of the guarantee contract shall be timely filed with the general manager and kept by the financial department.
Article 21 the Finance Department of the company is responsible for the specific undertaking of external guarantee affairs and follow-up management, and undertakes the following responsibilities:
(I) conduct due diligence on the external guarantees provided by the company and its subsidiaries and issue due diligence reports;
(II) handle specific procedures for external guarantee;
(III) after providing external guarantee, timely supervise the guaranteed, establish a guarantee business register, and comprehensively record the object, amount and term of guarantee, as well as the articles, rights and other matters used for mortgage and pledge;
(IV) timely track and master the use of funds and relevant information of the guaranteed, especially the debt repayment of the guaranteed. Before the maturity of the guaranteed debt of the company, the Finance Department of the company shall actively urge the guaranteed to fulfill the debt within the agreed time limit;
(V) do a good job in the filing and management of relevant guarantee documents;
(VI) handle other matters related to external guarantee.
Article 22 when the guaranteed fails to fulfill the repayment obligation within 15 working days after the debt is due, or the guaranteed goes bankrupt and liquidates, and the creditor claims that the guarantor performs the guarantee obligation, the company shall immediately start the counter guarantee recovery procedure and notify the Secretary of the board of directors, who shall immediately report to the board of directors of the company and disclose relevant information in a timely manner.
Article 23 when the company has evidence to prove that the guaranteed has lost or may lose the ability to perform its debts, it shall take necessary measures in time to effectively control the risks; If it is found that creditors and debtors collude maliciously to damage the interests of the company, measures shall be taken immediately to confirm the invalidity of the guarantee contract; If economic losses are caused due to the breach of contract by the guaranteed, it shall recover from the guaranteed in time.
Chapter IV disclosure of external guarantee information
Article 24 the company shall, in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, timely perform the obligation of information disclosure of external guarantees, and truthfully provide all external guarantees to certified public accountants.
The external guarantees examined and approved by the board of directors and the general meeting of shareholders of the company must be disclosed in time on the information disclosure newspapers and websites designated by the CSRC. The disclosure contents include the resolutions of the board of directors or the general meeting of shareholders, the total amount of external guarantees provided by the company and its holding subsidiaries as of the date of information disclosure, and the total amount of guarantees provided by the company to its holding subsidiaries.
The holding subsidiary of the company shall timely notify the Secretary of the board of directors of the company to perform the obligation of disclosure of relevant information after the resolution of external guarantee is made by its board of directors or general meeting of shareholders.
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 regulations, and express independent opinions.
Article 25 when it is found that the guaranteed fails to perform the repayment obligation within 15 working days after the maturity of the debt, or the guaranteed goes bankrupt and liquidates, and the creditor claims that the guarantor performs the guarantee obligation, the company shall timely understand the debt repayment of the guaranteed and disclose relevant information in time. Chapter V accountability
Article 26 the board of directors of the company shall regularly check the guarantee behavior of the company. If the company has any illegal guarantee behavior, it shall disclose it in time, take reasonable and effective measures to remove or correct the illegal guarantee behavior, reduce the losses of the company, safeguard the interests of the company and minority shareholders, and investigate the responsibilities of relevant personnel.
Article 27 If the directors or shareholders of the company fail to perform the prescribed procedures and perform the duties and authorities of external guarantee in accordance with this system, resulting in losses to the interests of the company, they shall compensate the company for all losses incurred and investigate other legal liabilities.
The directors or shareholders who are responsible for the external guarantee in violation of regulations or obvious improper decision-making shall be jointly and severally liable for the losses caused to the company by the external investment.
Article 28 in the process of credit investigation, signing and follow-up management of external guarantee contracts, the relevant person in charge or staff shall be investigated for responsibility according to the specific circumstances:
(I) being cheated due to serious irresponsibility during the signing and performance of the contract, resulting in losses to the interests of the company;
(II) engaging in malpractices for personal gain in signing the guarantee contract, resulting in heavy losses to the company’s property;
(III) after the occurrence of risks in the guarantee
