Fujian Yongfu Power Engineering Co.Ltd(300712)
Foreign guarantee decision system
general provisions
Article 1 in order to safeguard the legitimate rights and interests of investors, Standardize Fujian Yongfu Power Engineering Co.Ltd(300712) (hereinafter referred to as “the company”) external guarantee, effectively control the operation risk of the company’s assets, ensure the safety of the company’s assets, and promote the healthy and stable development of the company. According to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the guarantee law of the people’s Republic of China (hereinafter referred to as “the guarantee law”) This system is hereby formulated in accordance with the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws and regulations and the Fujian Yongfu Power Engineering Co.Ltd(300712) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the system is applicable to the company and its wholly-owned Holding subsidiary (hereinafter referred to as “subsidiary”). Article 3 the term “external guarantee” as mentioned in this system refers to the guarantee, asset mortgage, pledge and other guarantee matters provided by the company for any other unit or individual with its own assets or reputation. The specific types include loan guarantee, bank guarantee for issuing letter of credit and bank acceptance bill, guarantee for issuing letter of guarantee, etc.
Article 4 the company’s guarantees for subsidiaries, joint-stock companies and other legal entities are external guarantees.
Article 5 the company’s external guarantee shall comply with the following basic provisions:
(i) Comply with the company law, the guarantee law and other relevant laws and regulations, and comply with the provisions on guarantee in the articles of Association;
（2） Follow the principles of equality, voluntariness, fairness, integrity and mutual benefit, and refuse to force others to provide guarantee;
（3） External guarantees shall be subject to unified management, and the branches of the company shall not provide external guarantees. Without the approval of the company, subsidiaries shall not provide external guarantees or mutual guarantees;
（4） External guarantee (except for guarantee for wholly-owned subsidiaries) must require the guaranteed to provide necessary preventive measures such as counter guarantee, and the provider of counter guarantee shall have actual bearing capacity;
（5） Any external guarantee shall be approved by the general meeting of shareholders or the board of directors.
Article 6 the company shall prudently treat and strictly control the debt risk arising from external guarantee, and the relevant responsible persons shall bear joint and several liabilities for the losses arising from illegal or improper external guarantee according to law.
Chapter II Acceptance and investigation of external guarantee applications
Article 7 before deciding on a guarantee, the company shall master the credit status of the guaranteed, fully analyze the benefits and risks of the guarantee, and submit it to the board of directors for deliberation.
The credit status of the guaranteed shall at least include the following contents:
(i) Basic information of the enterprise (including enterprise name, registered address, legal representative, business scope, affiliated relationship with the company and other relationships);
（2） Main contracts related to the loan and materials related to the main contract;
（3） Counter guarantee scheme and basic information;
（4） Guarantee method, term, amount, etc;
（5） Recent audited financial report, source and plan of repayment funds, and analysis of repayment ability;
（6） Whether there is non-performing loan record in the main deposit bank;
（7） Description of no major litigation, arbitration or administrative punishment;
（8） Other important information deemed necessary by the company.
Article 8 the relevant departments of the company shall investigate the financial status, industry prospect, business status, credit and reputation of the applicant guarantor according to the basic information provided by the applicant guarantor, and determine whether the information is true. The verification results shall be submitted to the financial department in writing.
The financial department shall carefully check the authenticity and effectiveness of the guarantee materials and the main contract, pending and potential litigation, prevent the guaranteed object from taking fraudulent means to defraud the company’s guarantee and reduce the potential external guarantee risk.
Article 9 after the financial department of the company directly accepts the guarantee application of the guaranteed or receives the guarantee application forwarded by other departments, it shall timely investigate or review the credit of the guaranteed, prepare the investigation report, conduct risk assessment and put forward opinions on whether the external guarantee is feasible.
Article 10 the financial principal of the company shall be responsible for the review of daily external guarantee matters.
Chapter III guarantee review and resolution authority
Article 11 after the external guarantee is reviewed by the company’s financial director, the company’s financial department shall submit it to the Secretary of the board of directors for review. At the same time, the finance department shall submit the investigation report on the credit status of the guaranteed to the board of directors, including the materials provided by the guaranteed and the verification results of other departments undertaking guarantee matters of the company.
The board of directors shall further review the financial status, development prospect, business status and credit status of the guaranteed in combination with the above investigation report and verification results of the company, and fully analyze the interests and risks of the external guarantee.
When the board of directors deems it necessary to provide other supplementary information, the financial department of the company shall supplement it in time.
Article 12 the board of directors shall not pass the proposal to provide guarantee for the guaranteed if it reviews the following circumstances of the guaranteed according to relevant materials:
(i) Not in conformity with national laws and regulations or national industrial policies;
（2） Not in conformity with the provisions of these measures;
（3） The property right is unknown, the transformation has not been completed, or the establishment does not comply with national laws and regulations or national industrial policies; (4) providing false financial statements and other materials;
（5） The company provided guarantee for it for the last time, and there were overdue bank loans, arrears of interest, etc;
（6） Loss in the previous year or little profit in the previous year or expected loss in the current year;
（7） Enterprises whose business conditions have deteriorated and whose business reputation is poor;
（8） Failing to implement the effective property used for counter guarantee;
（9） Other circumstances under which the board of Directors considers that the guarantee cannot be provided.
Chapter IV deliberation authority of external guarantee
Article 13 the external guarantee stipulated in this system shall take the amount incurred as the calculation standard and be calculated cumulatively within 12 consecutive months.
The following external guarantees shall be examined and approved by the general meeting of shareholders:
(i) Any guarantee provided after the total external guarantee of the company and its subsidiaries exceeds 50% of the latest audited net assets of the company;
（2） The guarantee amount exceeds 30% of the latest audited total assets within 12 consecutive months;
（3） The guarantee provided for the guarantee object with asset liability ratio exceeding 70% (which shall be subject to the audited financial statements of the guaranteed party in the latest year or the latest financial statements, whichever is higher);
（4） The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
（5） The guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
（6） Guarantees provided to shareholders, actual controllers and their affiliates;
（7） Other guarantees stipulated by CSRC, Shenzhen Stock Exchange and the articles of association.
The guarantee mentioned in Item (2) above shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. The guarantee matters that fail to meet the above standards shall be decided by the board of directors of the company. The guarantee matters within the authority of the board of directors shall be approved by more than two-thirds of the directors attending the meeting of the board of directors.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, such shareholders or shareholders controlled by such 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.
Where the company provides guarantee for related parties, it shall disclose it in time after the deliberation and approval of the board of directors and submit it to the general meeting of shareholders for deliberation. If the company accepts the guarantee of related parties, it may be exempted from submitting it to the general meeting of shareholders for deliberation.
Where the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
Article 14 the external guarantee to be examined and approved by the board of directors must be examined and approved by more than two-thirds of the directors attending the board meeting and a resolution must be made. The directors shall make prudent judgment on the compliance and rationality of the guarantee, the ability of the guaranteed party to repay the debt, whether the counter guarantee measures are effective and whether the guarantee risk is controllable.
If the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which falls under the circumstances of items (I), (III), (IV) and (V) of Article 13, it may be exempted from submitting to the shareholders’ meeting for deliberation.
When providing external guarantee, the company shall require the other party to provide counter guarantee, and carefully judge the actual guarantee ability and enforceability of the counter guarantee provider.
The company provides guarantees for its holding subsidiaries and joint-stock companies, and other shareholders of the holding subsidiaries and joint-stock companies shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution. If the shareholder fails to provide the same guarantee or counter guarantee and other risk control measures to the company’s holding subsidiary or joint-stock company according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons, and fully explain whether the guarantee risk is controllable and whether it damages the interests of the company on the basis of analyzing the operation and solvency of the guarantee object.
Article 15 the general meeting of shareholders and the board of directors of the company shall carefully consider and analyze the financial status, operation status, industry prospect and credit situation of the guaranteed party, and make decisions prudently according to law.
The company may, when necessary, hire an external professional organization to assess the risk of implementing external guarantee, which shall be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 16 if the general meeting of shareholders or the board of directors makes a resolution on the external guarantee, the shareholders or directors who have an interest in the guarantee shall withdraw from voting.
Article 17 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.
Where a holding subsidiary of the company provides a guarantee for an entity other than the entity specified in the preceding paragraph, it shall be deemed that the company provides a guarantee and shall comply with the relevant provisions of this system.
The counter guarantee provided by the company and its holding subsidiaries shall be implemented in accordance with the relevant provisions of this system, and the corresponding review procedures and information disclosure obligations shall be performed based on the amount of counter guarantee provided, except that the company and its holding subsidiaries provide counter guarantee for the guarantee based on their own debts.
Chapter V guarantee contract
Article 18 after the external guarantee is approved by the board of directors or the general meeting of shareholders, a written guarantee contract must be concluded.
Article 19 a guarantee contract must comply with relevant laws and regulations, and the following matters shall be clearly agreed:
(i) The type and amount of the secured principal creditor’s rights;
（2） The time limit for the creditor to perform;
（3） The way of guarantee;
（4） Guarantee period;
（5） Scope of guarantee;
（6） Rights, obligations and liabilities for breach of contract of each party;
（7） Other matters deemed necessary to be agreed by both parties.
Article 20 the Secretary of the board of directors must review the legality and integrity of the guarantee contract. For the conclusion of a major guarantee contract, the legal adviser or expert shall be consulted, and the lawyer of the law firm hired by the company shall review or issue a legal opinion when necessary. For mandatory clauses or clauses that are obviously detrimental to the interests of the company and clauses that may have unpredictable risks, the other party shall be required to modify or refuse to provide guarantee.
Article 21 before the conclusion of the contract, the finance department shall implement the counter guarantee measures, and the Secretary of the board of directors shall check the implementation.
Article 22 the chairman of the company or his authorized representative shall sign the guarantee contract on behalf of the company in accordance with the resolutions of the board of directors or the general meeting of shareholders. Without the resolution of the general meeting of shareholders or the board of directors, directors, managers and branches of the company shall not sign guarantee contracts on behalf of the company without authorization, and the responsible unit shall not sign guarantee contracts beyond its authority, nor sign or seal in the main contract as a guarantor.
Article 23 the counter guarantee provided by the guaranteed shall generally not be less than the amount guaranteed by the company. The company shall refuse to provide a guarantee if the property of the secured party that creates a counter guarantee is prohibited from circulation or non transferable by laws and regulations.
Article 24 when signing a mutual insurance agreement, the responsible unit shall timely require the other party to truthfully provide relevant financial reports and other materials that can reflect the solvency. The principle of equal amount shall be implemented for mutual insurance, and the excess part shall require the other party to provide corresponding counter guarantee.
Article 25 when the company receives the counter guarantee in the form of mortgage and pledge, the financial department of the company, together with the Secretary of the board of directors, shall improve the relevant legal procedures and handle the registration in time.
Article 26 Where it is required by law to go through guarantee registration, the company’s financial department must go through guarantee registration with the relevant registration authority.
Chapter VI daily management and risk management of external guarantee
Article 27 the company’s external guarantee management organization:
(i) The financial department of the company is the functional management department of external guarantee. According to the principles of Hierarchical Authorization and line management, each department shall be responsible for the preliminary review and management of the guaranteed object’s guarantee application acceptance, credit investigation, guarantee risk and other matters within the management scope of each department, and form formal materials and submit them to the financial department for review. The external guarantee matters directly accepted by the company shall be accepted, reviewed and managed by the financial department.
（2） The Secretary of the board of directors is responsible for the legal review of relevant documents, verification of the implementation of counter guarantee measures, recovery after the performance of guarantee responsibilities, and investigation of the responsibilities of departments or personnel in violation of these measures.
Article 28 after the conclusion of the guarantee contract, the financial department of the company shall timely notify the board of supervisors and report to the board of directors for the record. The board of supervisors shall strictly check whether the guarantee has fulfilled the relevant review, approval and resolution procedures in accordance with this system.
Article 29 the financial department of the company shall establish an external guarantee file system, timely clean up and inspect the guarantee contracts and materials, and regularly check with banks and other relevant institutions to ensure the integrity, accuracy and effectiveness of the archived materials. A specially assigned person shall be responsible for the tracking management of the guarantee contract, the collection and recording of the guaranteed’s financial status, production and operation and major changes in the company, regularly analyze its financial status and solvency, and pay attention to
