Guanglian Aviation Industry Co.Ltd(300900)
Measures for the administration of external guarantees
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), effectively control the guarantee risk and protect the legitimate rights and interests of shareholders and other stakeholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the civil code of the people’s Republic of China (hereinafter referred to as the civil code) Regulatory guidelines for listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission), listing rules of gem shares of Shenzhen Stock Exchange (revised in December 2020) (SZS [2020] No. 1292) These measures are formulated in accordance with the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (SZS [2022] No. 14), the Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association) and the Guanglian Aviation Industry Co.Ltd(300900) information disclosure management measures (hereinafter referred to as the information disclosure management measures) and in combination with the actual situation of the company.
Article 2 the external guarantee of the company is subject to unified management. Without the approval and authorization of the board of directors or the general meeting of shareholders, no one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the company.
Article 3 these measures are applicable to the company and its wholly-owned and holding subsidiaries (hereinafter referred to as subsidiaries). After the resolution is made by the board of directors or the general meeting of shareholders, the subsidiary shall timely notify the Secretary of the board of directors of the company and perform the relevant information disclosure obligations in accordance with these measures.
Article 4 the term “external guarantee” as mentioned in these Administrative Measures refers to the guarantee provided by the company as a third party for the debts of the debtor, including the guarantee provided by the company to its subsidiaries. When the debtor fails to perform the debt, the company shall perform the debt or bear the responsibility according to the agreement. The forms of guarantee include guarantee, mortgage and pledge.
Chapter II General principles
Article 5 the company’s external guarantee shall follow the following general principles:
(I) comply with the company law, securities law, civil code, articles of association and other relevant laws, administrative regulations and departmental rules;
(II) in addition to providing guarantee for subsidiaries, the company’s external guarantee shall require the guaranteed to provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity and the counter guarantee shall be enforceable;
(III) all directors and management of the company shall treat external guarantees with caution, strictly control the debt risk arising from external guarantees, and refuse any act of forcing the company to provide guarantees for others;
(IV) the management of the company must truthfully provide all external guarantees to the audit institution hired by the company; (V) the company must conscientiously perform the obligation of information disclosure of external guarantees in strict accordance with the business rules of the stock exchange, the articles of association, the measures for the administration of information disclosure and other relevant provisions;
(VI) in the annual report, the independent directors of the company shall make special explanations on the unfinished performance of the company in the reporting period, the external guarantee and the implementation of relevant regulations in the current period, and express independent opinions.
Article 6 the Secretary of the board of directors shall record in detail the discussion and voting of the guarantee matters considered at the meeting of the board of directors and the general meeting of shareholders, and shall timely perform the obligation of information disclosure. In case of economic losses caused to the company due to illegal or improper external guarantee, the relevant responsible person shall be liable for compensation.
Chapter III approval authority and procedures
Article 7 the highest decision-making body of the company’s external guarantee is the general meeting of shareholders of the company. The board of directors exercises the decision-making power of external guarantee in accordance with the relevant laws and regulations of the state or the provisions of the articles of association on the approval authority of the board of directors for external guarantee. If the approval authority of the board of directors specified in the articles of association is exceeded, the board of directors shall put forward a proposal and submit it to the general meeting of shareholders for approval. Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee. Article 8 external guarantees that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors. External guarantees subject to the approval of the general meeting of shareholders include but are not limited to the following circumstances:
(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 latest audited net assets;
(III) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months; (IV) the absolute amount of the company’s net assets in the most recent 12-month audit exceeds RMB 50 million;
(V) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(VI) guarantee provided for the company’s related parties, regardless of the amount;
(VII) other guarantees that need to be deliberated and approved by the general meeting of shareholders as stipulated in relevant laws and regulations or the articles of association.
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 meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in Item (III) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, 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.
Article 9 all external guarantees except those listed in Article 8 of these Measures shall be examined and approved by the board of directors of the company. The external guarantee that should be approved by the board of directors must be reviewed and approved by more than two-thirds of the directors present at the board of directors and a resolution must be made.
Article 10 the sponsoring Department of external guarantee is the financial department. The general manager shall organize the financial department of the company to review the external guarantee in accordance with relevant laws, administrative regulations, normative documents and the management measures. After the review is passed, the general manager shall submit it to the board of directors in the form of proposal for deliberation. The company shall establish and improve the management system for the custody and use of seals, appoint special personnel to keep and register the use of seals, clarify the approval authority for the use of seals related to guarantee matters, and register the use of seals related to guarantee matters. The seal keeper of the company shall manage the seal according to the seal custody and use management system, and refuse to use the seal in violation of the system; In case of any abnormality in the custody or use of the company’s seal, the custodian of the company’s seal shall report to the board of directors in time.
Article 11 the guaranteed shall submit a guarantee application and its attachments to the financial principal and its subordinate financial department at least 15 working days in advance. The guarantee application shall at least include the following contents:
(I) basic information of the guaranteed;
(II) description of the guaranteed main debt;
(III) guarantee type and guarantee period;
(IV) main terms of the guarantee agreement;
(V) description of the guaranteed party’s loan repayment plan and source of the guaranteed debt;
(VI) counter guarantee scheme.
When submitting the guarantee application, the guaranteed shall also attach the materials related to the guarantee, which shall include: the copy of the business license of the guaranteed enterprise legal person, the most recently audited financial statements of the guaranteed for the previous year and the most recent period, the guaranteed main debt contract, the format text of the guarantee contract provided by the creditor, and other materials that the financial principal and its subordinate financial department deem necessary to submit.
Article 12 when the board of directors or the general meeting of shareholders of the company makes a resolution on the guarantee, the directors or shareholders 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 at the meeting of the board of directors and the general meeting of shareholders. Relevant resolutions of the board of directors and the general meeting of shareholders shall be announced.
Article 13 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed before considering the external guarantee proposal. Carefully consider and analyze the financial status, operation status, industry prospect and credit situation of the guaranteed, and make decisions prudently 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 14 the independent directors of the company shall express their independent opinions on the legality, compliance, impact on the company and existing risks when the board of Directors considers the external guarantee matters (except the guarantee provided to the subsidiaries within the scope of merger). If necessary, they can hire an accounting firm to check the accumulated and current external guarantee of the company. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 15 when the external guarantee amount approved by the general meeting of shareholders or the board of directors needs to be implemented in batches, the chairman of the company can be authorized to sign the guarantee document within the approved amount.
Article 16 when a subsidiary of the company provides external guarantee, it shall submit the guarantee scheme to the board of directors of the company for deliberation and approval, and then the board of directors of the subsidiary shall make a decision and implement it.
Chapter IV information disclosure of guarantee
Article 17 the company shall perform the obligation of information disclosure of external guarantees in accordance with the business rules of the stock exchange, the articles of association, the measures for the administration of information disclosure and other relevant provisions.
Article 18 any department and responsible person involved in the company’s external guarantee shall be responsible for timely notifying the Secretary of the board of directors of the company of the external guarantee and providing the documents required for information disclosure. Article 19 the external guarantees reviewed and approved by the board of directors or the general meeting of shareholders of the company shall be disclosed in a timely manner on the website of Shenzhen Stock Exchange and the media meeting the conditions specified by the China Securities Regulatory Commission. The contents disclosed include but are not limited to 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, the total amount of guarantees provided by the company to its holding subsidiaries The above amounts respectively account for the proportion of the company’s latest audited net assets.
Article 20 in case of guarantee matters implemented by the company and its holding subsidiaries without internal review procedures (i.e. illegal guarantee matters), the company shall issue a prompt announcement at least once a month to disclose the settlement progress of illegal guarantee matters.
Chapter V Examination and conclusion of guarantee contract
Article 21 a written guarantee contract must be concluded for a guarantee. The guarantee contract must comply with relevant laws and regulations, and the matters agreed in the guarantee contract shall be clear.
Article 22 when a guarantee contract is concluded, the finance department must carefully examine the relevant contents of the guarantee contract. 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 23 the chairman or authorized person of the company shall sign the guarantee contract on behalf of the company according to the resolution 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 financial department shall not sign guarantee contracts beyond its authority, nor sign or seal as a guarantor in the main creditor’s right contract.
Article 24 Where it is required by law to go through guarantee registration, the financial department must go through guarantee registration with the relevant registration authority.
Chapter VI daily risk management of guarantee
Article 25 after the conclusion of the guarantee contract, the financial department shall timely notify the board of supervisors and the Secretary of the board of directors of the company, and properly keep the contract text in accordance with the internal management regulations of the company.
Article 26 the finance department shall pay close attention to the production and operation, changes in assets and liabilities, external guarantee or other liabilities, division, merger, change of legal representative and changes in business reputation of the guaranteed, actively prevent risks, and report to the general manager of the company in time in case of abnormalities.
Article 27 the finance department shall actively urge the guaranteed to fulfill the repayment obligation on the due date.
(I) the finance department shall know the financial arrangement of debt repayment 15 days before the maturity of the guaranteed’s debt. If it is found that it may not be repaid on the maturity date, it shall report in time and take effective measures to avoid the guaranteed’s failure to perform the repayment obligation after the maturity of the debt as far as possible;
(II) when the guaranteed fails to fulfill the repayment obligation after the debt is due, the finance department shall timely understand the debt repayment of the guaranteed, and provide a special report to the chairman, general manager and Secretary of the board of directors of the company. The report shall include the reasons why the guaranteed cannot repay and the measures to be taken, and the company shall disclose relevant information in time after knowing it;
(III) if there is evidence indicating that the other party of the mutual insurance agreement has serious operating losses, or has major events such as dissolution and division of the company, the finance department shall timely report to the board of directors of the company and propose to take corresponding measures;
(IV) after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the finance department shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance;
(V) in case of litigation and other emergencies when the company provides external guarantee, the relevant departments (personnel) and subordinate enterprises of the company shall report the situation to the management department of the company within the first working day after learning the situation.
Article 28 the company shall properly manage the guarantee contract and relevant original materials, timely clean up and inspect them, and regularly check with banks and other relevant institutions to ensure that the archived materials are complete, accurate and effective, and pay attention to the timeliness and duration of the guarantee. The company shall timely notify the Secretary of the board of directors of the guarantee matters, and the Secretary of the board of directors shall go through the information disclosure procedures in accordance with the provisions.
Article 29 the board of directors of the company shall establish a regular verification system to verify 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.
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.
Article 30 if the debt guaranteed by the company needs to be extended and continues to be guaranteed by it, it shall be used as a new guarantee and re perform the guarantee approval procedures and information disclosure obligations.
Article 31 when the company is the general guarantor, the company shall not assume the guarantee liability to the debtor before the main contract dispute has not been tried or arbitrated, and the debtor’s property is enforced according to law and still cannot perform the debt. Article 32 after the company performs the guarantee obligation for the debtor, the finance department shall take effective measures to guarantee the debtor
