Wuhan Tianyu Information Industry Co.Ltd(300205)
Foreign investment and guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the foreign investment and guarantee of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”) according to law, strengthen the daily supervision of investment, improve investment income and prevent business risks, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the civil code of the people’s Republic of China (hereinafter referred to as the “Civil Code”) and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “gem Listing Rules”) This system is formulated in accordance with relevant laws, regulations, normative documents and relevant provisions of Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 foreign investment referred to in this system refers to the direct investment of the company and its wholly-owned and holding subsidiaries in the company and other enterprises by means of monetary capital, physical assets, intangible assets, equity conversion and equity contribution, so as to seek to expand the production and operation scale and investment income (except securities investment). Article 3 the company’s foreign investment behavior must comply with relevant national regulations and industrial policies, comply with the company’s development strategy, enhance the company’s competitiveness and promote the company’s sustainable development.
Article 4 this system is applicable to all foreign investment activities of the company, its wholly-owned subsidiaries and holding subsidiaries (hereinafter referred to as “subsidiaries”).
Article 5 The term “external guarantee” as mentioned in this system refers to the act that the company and its subsidiaries provide a certain way of guarantee to the guarantor in accordance with the civil code and the guarantee contract or agreement and the principles of fairness, voluntariness and mutual benefit, and bear the corresponding legal liabilities in accordance with the law.
This system is applicable to the guarantee provided by the company and its subsidiaries to the third party, including the guarantee provided by the company to its subsidiaries. The counter guarantee provided by the company and its subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and the corresponding review procedures and information disclosure obligations shall be performed based on the amount of the counter guarantee provided by them, except that the company and its subsidiaries provide counter guarantee for the guarantee based on their own debts. This system is not applicable to the guarantee provided by the company for its own debts.
Chapter II Foreign Investment
Article 6 the management organization of foreign investment and its responsibilities:
(I) the general manager’s office meeting or the board of directors or the general meeting of shareholders is responsible for the review, approval and decision-making of the investment plan;
(II) the general manager is responsible for the implementation of the investment plan;
(III) under the leadership of the general manager, the finance department shall track and regularly analyze the investment projects.
Article 7 the authority of foreign investment projects:
The decision-making authority of the general manager’s office meeting, the board of directors and the general meeting of shareholders for individual foreign investment shall be implemented in accordance with the provisions of the articles of association. If the company’s foreign investment fails to meet the standards that need to be submitted to the board of directors for approval, it shall be deliberated and approved by the general manager’s office meeting of the company.
Article 8 the project initiation, review and approval procedures are as follows:
(I) project initiation;
(II) sign letter of intent (if any);
(III) feasibility study;
(IV) audit or evaluation of assets if necessary;
(V) formulate specific plans;
(VI) the general manager’s office meeting of the company reviews and makes resolutions. If it exceeds the decision-making authority of the general manager’s office meeting, the board of directors reviews and makes resolutions. If it exceeds the decision-making authority of the board of directors, the general meeting of shareholders reviews and makes resolutions.
Article 9 the board of directors may organize several personnel with senior professional titles, experts or intermediaries of relevant units and personnel deemed necessary by the board of directors (personnel proposing foreign investment projects shall not participate) to form a special evaluation team. The review team shall put forward written review opinions after review.
Article 10 for the foreign investment projects approved by the company, the general manager shall organize the implementation of the following matters:
(I) report to relevant departments for approval (if necessary);
(II) formulate the agreement;
(III) formulate the articles of association and other relevant legal documents;
(IV) handle industrial and commercial registration;
(V) report to the general manager’s office meeting to appoint relevant responsible persons.
Article 11 loans, mortgages and guarantees required for investment shall be deliberated according to the scope of authorization and adopted in accordance with the relevant provisions of the articles of association.
Article 12 the company’s foreign investment shall be subject to relevant review procedures in strict accordance with relevant regulations, and its reporting procedures shall be in accordance with the company’s internal reporting system of major information. Before the foreign investment is made public, all insiders shall have the obligation of confidentiality. The information provided by the subsidiary shall be true, accurate and complete, and shall be submitted to the company at the first time, so that the Secretary of the board of directors can report to the board of directors in time.
Article 13 the board of directors of the company shall timely understand the implementation progress and investment benefits of the investment project. In case of failure to invest as planned, failure to realize the expected income of the project, loss of investment, etc., the board of directors of the company shall find out the reasons and investigate the responsibilities of relevant personnel.
Chapter III Procedures for handling external guarantees
Article 14 the company’s external guarantee shall be subject to unified management. Without the approval of the board of directors or the general meeting of shareholders, the company and its subsidiaries shall not provide external guarantee. Directors, managers and other senior managers and branches of the company shall not sign guarantee contracts on behalf of the company without authorization, otherwise they shall compensate for the losses caused to the company.
Article 15 in principle, the company and the holding company shall not take the initiative to provide external guarantee (except mutual guarantee). If it is really necessary to provide external guarantee, the guaranteed enterprise shall first apply. The company shall not provide guarantee for any unincorporated unit or individual.
Article 16 for those who intend to accept the application of the guaranteed enterprise or take the initiative to provide external guarantee, the finance department shall conduct qualification examination on the guaranteed enterprise. The Finance Department of the company shall comprehensively evaluate the asset quality, operation, industry prospect, solvency and credit status of the guaranteed, check the interests and risks of the guarantee, and judge the debt repayment ability of the guaranteed. The guaranteed shall provide relevant materials in accordance with the provisions of this system. The finance department reviews and puts forward preliminary review opinions. After receiving the guarantee application and relevant materials from the guaranteed party, the Finance Department of the company shall fully investigate the guaranteed party, understand its asset operation, qualification and reputation, and put forward suggestions and preliminary review opinions on whether to provide guarantee, specific methods of counter guarantee and guarantee amount. Article 17 after the Finance Department of the company gives the approval opinion on the guarantee after examination and confirmation, the relevant guarantee application and relevant materials shall be submitted to the general manager or the general manager’s office meeting of the company for approval. After approval, it shall be submitted to the board of directors to perform the deliberation procedures of the board of directors or the general meeting of shareholders in accordance with the approval rights specified in the articles of association and the system. If the guaranteed party requests to change the guarantee items, the company shall re perform the evaluation and approval procedures. If the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed by it, it shall be used as a new external guarantee and re perform the guarantee approval procedure.
Article 18 the company shall conclude a written contract when providing guarantee to others.
In addition to the standard guarantee contract issued by the bank, the guarantee contract shall be reviewed and confirmed by the company’s finance department, legal department or company lawyer in conjunction with the Secretary of the board of directors.
Article 19 the scope of authority of external guarantee shall strictly implement the relevant provisions of the articles of association. At the same time, it shall earnestly perform the obligation of information disclosure of external guarantee and truthfully provide all external guarantee matters of the company to certified public accountants.
Article 20 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed before considering the proposal to provide guarantee, carefully consider and analyze the financial status, operation status, credit status and industry prospect of the guaranteed, and make a prudent decision according to law. The company may, when necessary, hire an external professional institution to assess the guarantee risk as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 21 the board of directors shall establish a regular verification system to verify all guarantees of the company every year. In case of any illegal guarantee behavior of the company, it shall be disclosed in time. The board of directors shall 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 22 the company’s independent directors, sponsors or independent financial advisers (if applicable) shall express independent opinions on their legality and compliance, impact on the company and existing risks when the board of Directors considers the provision of guarantees (except for the provision of guarantees for subsidiaries within the scope of merger), If necessary, an accounting firm may be hired to verify the accumulated and current guarantee provided by the company. If any abnormality is found, it shall be reported to the board of directors and Shenzhen Stock Exchange in time and announced.
Article 23 the company provides guarantees for its holding subsidiaries and joint-stock companies. In principle, 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 relevant shareholders fail to provide the same proportion of guarantee or counter guarantee and other risk control measures to the company’s 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, 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 24 the company provides guarantees for wholly-owned subsidiaries or 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 guarantee in the next 12 months for the two types of subsidiaries with an asset liability ratio of more than 70% (whichever is higher in the latest audited financial statements or the latest financial statements of the guaranteed) and an asset liability ratio of less than 70%, 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, and the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 25 Where the scope of the consolidated statements of the company is changed due to transactions or related transactions, if the original guarantee forms a guarantee for related parties after the completion of the transaction, the company shall timely perform the corresponding review procedures and disclosure obligations for the relevant related guarantees. If the board of directors or the general meeting of shareholders fails to consider and approve the above-mentioned related party guarantees, all parties to the transaction shall take effective measures such as early termination of guarantees or cancellation of related transactions or related transactions to avoid the formation of illegal related party guarantees.
Article 26 Where a wholly-owned subsidiary or holding subsidiary of the 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 wholly-owned subsidiary or holding subsidiary performs the review procedures. Where a wholly-owned subsidiary or 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.
Article 27 the handling department of external guarantee and its responsibilities are as follows:
(I) the sponsoring Department of external guarantee is the Finance Department of the company. If necessary, legal counsel can be hired to assist in handling.
(II) in the process of external guarantee, the main responsibilities of the company’s finance department are as follows:
1. Before providing external guarantee, carefully conduct qualification examination such as investigation, credit analysis and risk prediction of the guaranteed enterprise, and provide financial feasibility suggestions to the board of directors of the company;
2. Handle external guarantee procedures;
3. After providing external guarantee, track and supervise the guaranteed enterprise in time;
4. Earnestly do a good job in the filing and management of documents related to the guaranteed enterprises;
5. Handle other matters related to external guarantee.
Article 28 in the process of external guarantee, the main responsibilities of legal counsel are as follows:
(I) cooperate with the finance department in the qualification examination of the guaranteed enterprise and provide legal feasibility suggestions to the board of directors of the company;
(II) be responsible for drafting or legally reviewing all documents related to external guarantee;
(III) be responsible for handling legal disputes arising in the process of guarantee;
(IV) after the company actually assumes the guarantee liability, it shall be responsible for handling the recovery of the guaranteed enterprise and other matters; (V) handle other matters related to external guarantee.
Article 29 the company and its subsidiaries only provide guarantees to the following enterprises:
(I) holding subsidiaries (excluding subsidiaries with less than 50% shares held by the company);
(II) listed companies with rights issue qualification;
(III) enterprises with good business performance, good credit standing, strong strength and forming mutual insurance agreements with the company; (IV) enterprises with close business relationship with the company and for which the company has a large amount of payable.
Article 30 in addition to complying with the relevant provisions of this system, the guaranteed enterprise must also meet the following conditions: (I) qualified as a borrower, and the loan and capital investment comply with the relevant provisions of national laws and regulations and bank loan policies;
(II) good credit and strong capital strength;
(III) it has strong operation and management ability, the products have good sales and market prospects, and the loan funds invested in the project have high economic benefits;
(IV) good asset liquidity, strong short-term solvency and sufficient cash flow during the principal and interest repayment period of the guaranteed loan;
(V) if the guaranteed enterprise is a non company holding enterprise, it shall provide the counter guarantee required by this system (excluding mutual guarantee enterprises).
Article 31 the counter guarantee required by the company is:
(I) listed companies with rights issue qualification and companies with good performance provide counter guarantee to the company in the form of mutual guarantee.
(II) enterprises with close or good business relationship with the company provide counter guarantee to the company in the form of mortgage or pledge.
Article 32 the company only accepts the following properties of the guaranteed enterprise as collateral:
(I) houses and other attachments on the ground owned by the guaranteed enterprise;
(II) machinery and equipment owned by the guaranteed enterprise.
Article 33 the company only accepts the following rights of the guaranteed enterprise as pledge:
(I) the national debt owned by the guaranteed enterprise;
(II) state key construction bonds owned by the guaranteed enterprise with good reputation;
(III) shares and stocks owned by the guaranteed enterprise and transferable according to law;
(IV) the company does not accept the company’s shares as the subject matter of the pledge.
Article 34 the company shall not accept the property and rights of the guaranteed enterprise that have set guarantees or other rights restrictions as collateral or pledge.
When signing the counter guarantee contract with the guaranteed enterprise, the company shall, in accordance with the relevant provisions of the civil code, go through the registration of collateral, pledge or pledge of rights at the same time, or go through the necessary notarization procedures as the case may be. Article 35 the financial department of the company shall, within the guarantee period, guarantee the guaranteed
