Guangdong Tapai Group Co.Ltd(002233)
Foreign guarantee decision-making system
Revised in March 2002
Guangdong Tapai Group Co.Ltd(002233)
Foreign guarantee decision-making system
This system is hereby formulated in order to make a good decision on and review the external guarantee of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”). 1、 Basis for the company’s external guarantee decision:
1. The company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules) and other laws and regulations, as well as the relevant provisions of the Guangdong Tapai Group Co.Ltd(002233) articles of Association (hereinafter referred to as the articles of association) and the rules of procedure of the Guangdong Tapai Group Co.Ltd(002233) board of directors;
2. Resolutions of the general meeting of shareholders or the board of directors on the external guarantee plan;
3. The needs of the company’s overall development strategy.
2、 Principles to be followed in the company’s external guarantee decision:
1. Comply with the scope of external guarantee stipulated in laws, regulations and the articles of Association;
2. In line with the company’s development strategy and overall business needs;
3. Scientific and democratic decision-making.
3、 Conditions for external guarantee of the company
1. Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee;
2. If the company provides guarantee for the controlling shareholder, actual controller and their affiliates, it shall require the other party to provide counter guarantee.
4、 Approval authority and procedures of the company’s external guarantee:
(I) approval authority of the general meeting of shareholders
The following external guarantees of the company, in addition to being deliberated and approved by more than half of all directors, shall also be approved by more than two-thirds of the directors attending the meeting of the board of directors and deliberated and approved by the general meeting of shareholders:
1. 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 holding subsidiaries exceeds 50% of the company’s latest audited net assets;
3. 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;
4. The latest financial statement data of the guaranteed object shows that the asset liability ratio exceeds 70%;
5. The accumulative amount of guarantee in the last 12 months exceeds 30% of the company’s total assets audited in the latest period;
6. Guarantees provided to shareholders, actual controllers and their affiliates;
7. Other circumstances stipulated by the stock exchange or the articles of association.
When the general meeting of shareholders of the company deliberates the guarantee matters in Item (5) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
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. Except for the circumstances specified in the preceding paragraph of this article, the voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
(II) approval authority of the board of directors
The board of directors has the right to decide on external guarantees other than those required by laws, regulations, the articles of association and the system to be reviewed and approved by the general meeting of shareholders.
When the board of directors makes a resolution on external guarantee within the scope of approval authority, it shall obtain the consent of more than two-thirds of the directors attending the meeting of the board of directors. 5、 Procedures for the company’s external guarantee decision
1. Before the board of Directors considers the external guarantee (or submits it to the general meeting of shareholders for voting), the company shall report the debtor’s credit status, the interests and risks of the guarantee in writing to the board of directors or the general meeting of shareholders; 2. When the general meeting of shareholders or the board of directors makes a resolution on the guarantee, the shareholders or directors associated with the guarantee shall withdraw from voting;
3. The Secretary of the board of directors shall record in detail the discussion and voting at the meeting of the board of directors and the general meeting of shareholders.
6、 Management of external guarantee contract of the company
The company shall conclude a written contract for external guarantee. The guarantee contract shall be properly kept in accordance with the internal management regulations of the company, and shall be timely notified to the board of supervisors, the Secretary of the board of directors and the financial department. 7、 Management and responsibility of external guarantee
1. The board of directors of the company shall regularly check the guarantee behavior of the company. 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.
2. If the company assumes the guarantee liability due to the failure of the controlling shareholder, actual controller and their affiliates to repay the debt in time, the board of directors of the company shall take protective measures such as recovery, litigation, property preservation and ordering to provide guarantee in time to avoid or reduce losses, and investigate the responsibilities of relevant personnel.
3. If the company violates the approval authority and review procedures of external guarantee, the relevant responsible person shall bear corresponding legal liabilities. 8、 Information disclosure of external guarantee
1. The information disclosure obligations of the listed company must be strictly performed in accordance with the provisions of the articles of Association;
2. The company must truthfully provide all external guarantees to the certified public accountant in accordance with the regulations;
3. In the annual report and semi 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. 9、 Interpretation
The “external guarantee” mentioned in this system refers to the guarantee provided by the company for others, including the guarantee of the company to its holding subsidiaries. The “total amount of external guarantees of the company and its holding subsidiaries” refers to the sum of the total amount of external guarantees of the company, including the guarantee of the company to its holding subsidiaries, and the total amount of external guarantees of the company’s holding subsidiaries. 10、 Effectiveness
In case of any conflict between the system and the applicable laws, regulations and the articles of association, the latter shall prevail, and the rules shall be revised in time. 11、 Approval and interpretation
The system shall be implemented from the date of adoption by the general meeting of shareholders of the company, and the same shall apply to modification.
The board of directors of the company reserves the right to interpret this system.
Guangdong Tapai Group Co.Ltd(002233)
March 2022
