Eaglerise Electric & Electronic (China) Co.Ltd(002922)
External guarantee management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to protect the legitimate rights and interests of investors, regulate the external guarantee behavior of Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as “the company”), effectively prevent the external guarantee risk of the company and ensure the safety of the company’s assets, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is hereby formulated in accordance with the civil code of the people’s Republic of China (hereinafter referred to as the “Civil Code”), the notice on regulating the external guarantee behavior of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the provisions of Eaglerise Electric & Electronic (China) Co.Ltd(002922) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 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 forms of guarantee include guarantee, mortgage, pledge and other forms of guarantee.
Article 3 this system is applicable to the company and its holding subsidiaries (hereinafter referred to as “subsidiaries”), and the external guarantee of subsidiaries shall be implemented in accordance with this system. The holding subsidiary referred to in this system refers to the company or other entities that the company can control or actually control.
Article 4 before the external guarantee matters are submitted to the board of directors or shareholders’ meeting for deliberation, the subsidiary shall make a written declaration to the company five working days in advance, and notify the office of the board of directors of the company in writing on the day when the board of directors or shareholders’ meeting makes a resolution to fulfill the relevant information disclosure obligations.
Article 5 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk. If 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.
Chapter II decision-making authority of external guarantee
Article 6 external guarantees must be deliberated by the board of directors or the general meeting of shareholders.
Article 7 the board of directors has the right to review and approve external guarantees other than those listed in Article 9 of the system. The external guarantee matters to be examined and approved by the board of directors must be approved by more than half of all directors of the company and by more than 2 / 3 of the directors attending the meeting of the board of directors.
If any director is related to the matter under consideration, the related director shall withdraw from voting. The meeting of the board of directors can be held only if more than half of the non affiliated directors are present. The resolutions made at the meeting of the board of directors must be approved by more than 2 / 3 of the non affiliated directors. If the number of non affiliated directors attending the board meeting is less than 3, the company shall submit the transaction to the general meeting of shareholders for deliberation.
Article 8 external guarantees that should be deliberated and approved by the general meeting of shareholders must be deliberated and approved by the board of directors in the form of special resolution before they can be submitted to the general meeting of shareholders for deliberation.
Article 9 Where the guarantee provided by the company falls into one of the following circumstances, it shall also be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the total audited assets of the company in the latest period;
(IV) the latest financial statement data of the guaranteed object shows that the asset liability ratio exceeds 70%;
(V) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company’s latest audited total assets; (VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other circumstances stipulated by Shenzhen Stock Exchange and the articles of association.
When the general meeting of shareholders of the company deliberates the guarantee matters in Item (V) of the preceding paragraph, it shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
The provisions of this article shall apply to the external guarantee of the company within 12 months in accordance with the principle of cumulative calculation. If the obligations have been performed in accordance with the relevant provisions, it will not be included in the relevant cumulative calculation scope. Transactions that have been disclosed but have not fulfilled the deliberation procedures of the general meeting of shareholders shall still be included in the cumulative calculation scope to determine the deliberation procedures that should be fulfilled.
Article 10 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, and the voting shall be passed by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Chapter III acceptance and review procedures of the company’s external guarantee application
Article 11 before deciding to guarantee, the company shall master the credit status of the guaranteed object and carefully evaluate the interests and risks of the guarantee, including but not limited to:
(I) it is an enterprise legal person legally established and existing, and there is no need to terminate;
(II) good operating and financial conditions, stable cash flow and good development prospects;
(III) where a guarantee has been provided, there shall be no case where the creditor requires the company to bear joint and several guarantee liability;
(IV) have assets that can be mortgaged (pledged) and have corresponding counter guarantee ability;
(V) the materials provided are true, accurate, complete and effective;
(VI) the company can take risk prevention measures against it;
(VII) there are no other legal risks.
Article 12 the company’s external guarantee management adopts a multi-level review system, and the relevant departments of the company include: (I) the finance department is the preliminary review and daily management department of the company’s external guarantee, which is responsible for accepting and preliminary reviewing the guarantee applications submitted by all the guaranteed persons, as well as the daily management and continuous risk control of external guarantee;
(II) the office of the board of directors is responsible for the compliance review of the company’s external guarantee and organizing the implementation of the approval procedures of the board of directors or the general meeting of shareholders.
Article 13 the company’s external guarantee application shall be uniformly accepted by the finance department. The guaranteed shall submit the guarantee application and attachments to the finance department at least 30 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) the guarantor’s description of the repayment plan and source of the guaranteed debt;
(VI) counter guarantee scheme.
Article 14 when submitting the guarantee application, the guaranteed shall also attach the materials related to the guarantee, which shall include but not limited to:
(I) a copy of the business license of the enterprise legal person of the guaranteed;
(II) the latest audited financial statements of the guaranteed for the previous year and the latest period;
(III) guaranteed main debt contract;
(IV) the format text of the guarantee contract provided by the creditor;
(V) description that there is no major litigation, arbitration or administrative punishment;
(VI) other materials deemed necessary by the finance department.
Article 15 after accepting the application of the guaranteed, the finance department shall timely investigate the credit status of the guaranteed and conduct risk assessment together with relevant departments, and submit the written report (together with the copy of the guarantee application and annex) to the office of the board of directors.
Article 16 the office of the board of directors shall conduct compliance review after receiving the written report of the finance department and relevant materials of the guarantee application.
Article 17 after the guarantee application has passed the compliance review, the office of the board of directors shall organize the implementation of the approval procedures of the board of directors or the general meeting of shareholders in accordance with the relevant provisions of the articles of association.
Article 18 when examining the guarantee application of the guaranteed, the board of directors of the company shall carefully treat and strictly control the debt risk arising from the external guarantee. When necessary, the board of directors may hire an external professional institution to evaluate the risk of the implementation of the external guarantee as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 19 when examining and approving two or more external guarantee applications (including two) at the same board meeting, the board of directors of the company shall vote on each external guarantee item by item, and shall obtain the consent of more than two-thirds of the directors attending the board meeting.
Article 20 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.
Article 21 the office 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.
Article 22 in the 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 this system, and express independent opinions.
Chapter IV continuous risk control of external guarantee
Article 23 when providing external guarantee, the company shall conclude a written contract. The guarantee contract shall comply with the provisions of the guarantee law and other relevant laws and regulations, and the main terms shall be clear and unambiguous.
Article 24 the finance department is the daily management department of the company’s external guarantee, which is responsible for the unified registration and filing management of the external guarantee matters of the company and its holding subsidiaries.
Article 25 the finance department shall properly keep and manage all documents and materials related to the external guarantee of the company (including but not limited to the guarantee application and its attachments, the review opinions of the finance department, other departments of the company, the board of directors or the general meeting of shareholders, the signed guarantee contract, etc.), and fill in the form of external guarantee of the company on a quarterly basis and send a copy to the general manager and the Secretary of the board of directors of the company.
Article 26 the finance department shall track and supervise the operation and financial situation of the guaranteed during the guarantee period for continuous risk control. In case of significant adverse changes to the debt repayment ability of the guaranteed during the guarantee period, the finance department shall timely report to the board of directors of the company. Do the following work:
(I) timely understand and grasp the use and withdrawal of funds of the guaranteed party;
(II) regularly learn about the debt repayment from the secured party and creditors;
(III) in case of any deterioration in the financial situation of the guaranteed party, report to the company in time and put forward suggestions;
(IV) if the guaranteed party is suspected of transferring property to avoid debts, immediately report to the company and cooperate with the company’s legal counsel to prevent risks;
(V) notify the guaranteed party two months in advance to pay off the debt and follow-up work.
Article 27 after the debts guaranteed to others are due, the company shall urge the guaranteed party to change the repayment effectiveness within a limited time. If the guaranteed fails to perform his obligations on time, the company shall take necessary remedial measures in time. If the guaranteed debt needs to be extended after maturity and needs to continue to be guaranteed by the company, it shall be regarded as a new external guarantee, and the procedures for examining and approving the guarantee application must be performed in accordance with the procedures specified herein.
Article 28 If the guaranteed party fails to perform the contract and the creditor claims against the company, the company shall immediately start the counter guarantee recovery procedure.
Article 29 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the finance department and the company’s legal adviser shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.
Article 30 if there are more than two guarantors in a suretyship contract and it is agreed with the creditor to bear the suretyship liability according to the share, the company refuses to bear the suretyship liability beyond the company’s share.
Article 31 Where the relevant audit departments and personnel or other senior managers of the company involved in this system fail to sign the external guarantee contract without authority or delay in performing their duties in accordance with the prescribed procedures, resulting in actual losses to the company, the company shall investigate the responsibilities of the relevant responsible personnel.
Article 32 for the guarantee matters that have occurred, the relevant responsible departments and personnel shall timely inform the office of the board of directors in case of the following circumstances:
(I) the guaranteed fails to perform the repayment obligation within 15 working days after the maturity of the debt;
(II) bankruptcy, liquidation and other situations seriously affecting the repayment ability of the guaranteed.
Article 33 in the semi annual report and 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. If necessary, they can hire an accounting firm for verification.
Chapter V supplementary provisions
Article 34 the terms “above” and “within” mentioned in these rules include this number; “Over”, “less than”, “more than”, excluding this number.
Article 35 The term “total external guarantees of listed companies and their holding subsidiaries” as mentioned in this system refers to the sum of the total external guarantees of the company, including the guarantees of the company to its holding subsidiaries, and the total external guarantees of the company’s holding subsidiaries.
Article 36 in case of matters not specified in the system or relevant provisions inconsistent with the company law, securities law and other laws, regulations, normative documents and articles of association, relevant laws, regulations, normative documents and articles of association shall prevail.
Article 37 the power of interpretation of this system belongs to the board of directors.
Article 38 this system shall be prepared by the board of directors and shall come into force after being submitted to the general meeting of shareholders for deliberation and approval, and the same shall apply when amending Eaglerise Electric & Electronic (China) Co.Ltd(002922) March 18, 2002
