Avic Jonhon Optronic Technology Co.Ltd(002179) guarantee management measures
Chapter I General Provisions
Article 1 in order to standardize the guarantee behavior of Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as “the company”), strengthen guarantee management and prevent guarantee risks, according to the company law of the people’s Republic of China, the civil code of the people’s Republic of China and the articles of association of Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as the articles of association) ）These measures are hereby formulated in accordance with laws, regulations and systems. Article 2 the term “guarantee” as mentioned in these Measures means that the headquarters of the company and its subsidiaries at all levels act as a third person for others (including the company’s subsidiaries and joint-stock companies) various forms of guarantee provided by borrowing, issuing bonds and other financing acts, such as general guarantee, joint and several liability guarantee, mortgage and pledge, as well as implicit guarantee of supporting letters such as joint loan contract with guarantee effect, balance replenishment commitment and comfort commitment, excluding the guarantee provided for their own debts.
Chapter II principles of guarantee
Article 3 the guarantee provided by the company shall follow the principles of legal compliance, risk prevention and scientific decision-making.
Article 4 the headquarters of the company and its subsidiaries at all levels shall only provide guarantees to subsidiaries and joint-stock companies with sustainable operation ability and solvency, and shall provide guarantees to them according to the shareholding ratio.
Article 5 it is strictly prohibited to provide guarantee to companies without equity relationship outside the company; It is strictly prohibited to guarantee over share ratio of participating companies; The headquarters of the company and its subsidiaries at all levels shall not guarantee the over share ratio of holding subsidiaries; No guarantee shall be provided for subsidiaries and joint-stock companies that do not have the ability of sustainable operation, such as those entering reorganization or bankruptcy liquidation procedures, insolvency, losses for three consecutive years or more and negative net cash flow; Subsidiaries without direct equity relationship within the company shall not be mutually insured.
Chapter III Administration of examination and approval of guarantee matters
Article 6 the guarantee provided by the company must be reviewed by the board of directors.
The following guarantee acts of the company shall be submitted to the general meeting of shareholders for deliberation and approval:
(i) The amount of a single guarantee exceeds 10% of the company’s latest audited net assets; （2） Any guarantee provided after the total amount of guarantee provided by the company and its subsidiaries exceeds 50% of the company’s latest audited net assets;
（3） Any guarantee provided after the total amount of guarantee provided reaches or exceeds 30% of the company’s latest audited total assets;
（4） Guarantee provided for guarantee objects with asset liability ratio exceeding 70%;
（5） The guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
（6） 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;
（7） Guarantees provided to shareholders, actual controllers and their affiliates;
（8） Provide guarantee for related parties of the company.
Article 7 when the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the board of directors.
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.
The Secretary of the board of directors shall record in detail the discussion and voting of the board meeting and the general meeting of shareholders. If it is necessary to make an announcement, it shall be implemented in accordance with laws, regulations, normative documents and other relevant provisions.
Article 8 the directors of the company shall prudently treat and strictly control the debt risk arising from the provision of guarantee, and bear joint and several liabilities for the losses arising from the illegal and improper provision of guarantee according to law. Before deciding to provide guarantee for others (or before submitting it to the shareholders’ meeting for voting), the board of directors shall master the credit status of the guaranteed object, fully analyze the interests and risks of the guarantee, and disclose them in detail in the relevant announcements of the board of directors.
Article 9 each guarantee provided by a subsidiary (including a wholly-owned subsidiary and a holding subsidiary) shall be provided after the relevant decision-making procedures of the subsidiary are performed and approved by the company.
Chapter IV Management and risk prevention of guarantee matters
Article 10 the company shall incorporate the annual guarantee plan into the budget management and perform the decision-making procedures of the board of directors.
Article 11 when providing guarantee, the company shall require the guaranteed units (except wholly-owned subsidiaries) to provide counter guarantee, and require them to provide corresponding counter guarantee measures such as asset mortgage, asset pledge, third-party unit guarantee or counter guarantee letter according to the actual situation of the guaranteed units.
Article 12 when providing guarantee, the company shall carefully evaluate the necessity, compliance and guarantee risk of providing guarantee in accordance with the three principles of legal compliance, risk prevention and scientific decision-making. The guarantee providing unit shall at least evaluate and review the following conditions of the guaranteed unit:
(i) The reason and necessity of applying for guarantee and the basic information of the guaranteed unit (basic financial status, equity structure, etc.);
（2） The proportion of the guarantor’s guarantee scale in the net assets;
（3） The variety, amount, term, interest rate, purpose, etc. of the financing matters for which the guarantee is applied;
（4） The source of repayment funds, repayment guarantee measures and guarantee compensation risk prevention measures of the financing matters for which the guarantee is applied;
（5） Documents such as loan contract and guarantee contract.
Article 13 the text of the company’s guarantee and counter guarantee contract shall be concluded in writing, reviewed by the company’s legal department, and timely notified to the board of supervisors and the Secretary of the board of directors. The financial department shall keep the guarantee contract, guarantee approval data and counter guarantee data in accordance with accounting files for 30 years.
Article 14 If the directors, managers and other management personnel of the company sign the guarantee contract without authorization according to the specified procedures, resulting in losses to the company, the company shall investigate their relevant responsibilities. Article 15 after the company provides guarantee, it shall be included in the scope of risk control of the company to monitor the changes in the operation status, solvency or other major matters of the guaranteed party.
Chapter V Information Disclosure of guarantee
Article 16 the company shall strictly comply with the Listing Rules of Shenzhen Stock Exchange (revised in 2020) and the articles of association In accordance with relevant regulations, conscientiously perform the obligation of information disclosure on providing guarantees, and must truthfully provide all the guarantees provided by the company to certified public accountants in accordance with regulations. Article 17 the independent directors of the company shall make a special explanation on the accumulated and current guarantee provided by the company and the implementation of the above provisions in the annual report, and express independent opinions.
Article 18 If the guaranteed party fails to perform its repayment obligations within 15 working days after the maturity of the debt, or the guaranteed party goes bankrupt or goes into liquidation, the board of directors shall actively cooperate with relevant departments to take effective measures to recover the debt from the guaranteed party, and shall disclose the debt repayment in a timely manner.
Article 19 after performing the guarantee obligations for the guaranteed party, the company shall take effective measures to recover from the guaranteed party and disclose the recovery in time.
Chapter VI supplementary provisions
Article 20 matters not covered in these Measures shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association.
Article 21 these Measures shall come into force after being approved by the general meeting of shareholders, and the original Avic Jonhon Optronic Technology Co.Ltd(002179) external guarantee decision-making system shall be abolished automatically.
Article 22 the board of directors of the company shall be responsible for the interpretation of these measures.
