Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
External guarantee management system
(draft to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation)
Chapter I General Provisions
Article 1 in order to strengthen the external guarantee management of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as "the company"), effectively control the external guarantee risk of the company, protect the legitimate rights and interests of the company, shareholders and creditors, and ensure the safety of the company's assets, In accordance with the civil code of the people's Republic of China (hereinafter referred to as the civil code), the company law of the people's Republic of China (hereinafter referred to as the "company law"), the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations This system is hereby formulated in accordance with the relevant provisions of normative documents and the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the "articles of association").
Article 2 the term "external guarantee" as mentioned in this system refers to the guarantee provided by the company for others, including the guarantee provided by the company to its holding subsidiaries. The external guarantee of subsidiaries controlled or actually controlled by the company shall be regarded as the behavior of the company, and its external guarantee shall be subject to this system.
Article 3 the company's external guarantee shall be subject to unified management, and the company shall not provide external guarantee without the approval of the board of directors or the general meeting of shareholders; Without the approval of the company, the holding subsidiaries shall not provide external guarantees or mutual guarantees.
Article 4 this system is applicable to the company and its holding subsidiaries.
Article 5 when providing guarantee to others other than holding subsidiaries, the company shall take necessary measures such as counter guarantee to prevent risks, and the provider of counter guarantee shall have actual bearing capacity.
Article 6 the company's external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Chapter II Procedures for examination and approval of external guarantees
Article 7 external guarantee must be deliberated by the board of directors or the general meeting of shareholders.
Article 8 when the board of directors deliberates on external guarantees, it shall be deliberated and approved by more than two-thirds of the directors present at the meeting.
The board of directors has the right to review and approve external guarantees other than those listed in Article 11 of the system. Article 9 external guarantees that should be deliberated and approved by the general meeting of shareholders must be deliberated and approved by the board of directors before they can be submitted to the general meeting of shareholders for deliberation.
Article 10 when the general meeting of shareholders deliberates the external guarantee matters, it shall be approved by more than half of the voting rights held by the shareholders attending the general meeting of shareholders. When deliberating the external guarantee matters specified in Item (II) of Article 11 of this system, it shall be approved by more than 2 / 3 of the voting rights held by all shareholders attending the general meeting of shareholders.
Article 11 the following external guarantees must be approved by the general meeting of shareholders:
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
(II) the guarantee amount exceeds 30% of the latest audited total assets of the company within 12 consecutive months; (III) 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;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
Article 12 Where 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.
When the board of directors and the general meeting of shareholders consider the guarantee proposal provided for shareholders, actual controllers and their affiliated enterprises and other affiliated parties, the affiliated directors and affiliated shareholders shall abide by the provisions of the company's connected transaction management system and avoid voting. Such voting must be passed by more than half of the voting rights held by other directors or shareholders attending the board of directors and the general meeting of shareholders.
Chapter III Examination of external guarantees
Article 13 before deciding on guarantee, the company shall first understand and master the credit status of the applicant for guarantee, fully analyze the interests and risks of the guarantee, and disclose them in detail in the announcement of the board of directors. The credit status of the guarantor shall at least include the following contents:
(I) basic information of the enterprise;
(II) recent audited financial reports and analysis of repayment ability;
(III) conditions for applying for the guarantor to provide counter guarantee;
(IV) whether there is a record of non-performing loans in the main deposit bank;
(V) copies of main contracts related to the loan;
(VI) guarantee method, term, amount, etc;
(VII) other important information.
Article 14 the responsible person in charge of handling shall investigate the financial status, industry prospect, business status, credit and reputation of the applicant guarantor according to the basic information provided by the applicant guarantor, confirm the authenticity of the information, report it to the Finance Department of the company for review, and submit it to the board of directors after being approved by the general manager.
Article 15 the board of directors shall carefully review the application for guarantor according to relevant materials, and shall not provide guarantee for any of the following circumstances or insufficient materials:
(I) it does not comply with national laws and regulations or national industrial policies;
(II) providing false financial statements and other materials;
(III) the company has guaranteed for it, and there have been defaults such as overdue bank loans and interest arrears; (IV) enterprises with deteriorating business conditions and bad reputation;
(V) losses in the first half of the year or expected losses in the current year;
(VI) other circumstances in which the board of Directors considers that the guarantee cannot be provided.
Article 16 the counter guarantee or other effective risk prevention measures provided by the applicant guarantor must correspond to the amount guaranteed by the company. If the property of the guarantor applying for the creation of a counter guarantee is prohibited from circulation or non transferable by laws and regulations, the guarantor shall refuse the guarantee.
Chapter IV conclusion of guarantee contract
Article 17 the guarantee contract shall be signed by the chairman or authorized representative of the company with the guaranteed party on behalf of the company in accordance with the resolutions of the board of directors or the general meeting of shareholders. Without the approval and authorization of the board of directors or the general meeting of shareholders, no one has the right to sign external guarantee contracts, agreements or other similar legal documents in the name of the company.
Article 18 a guarantee contract must comply with the relevant provisions of national laws and regulations.
Article 19 when concluding a standard guarantee contract, the obligatory terms of the guarantee contract shall be strictly examined in combination with the credit status of the guaranteed. If the mandatory provisions may cause unexpected risks to the company, it shall be required to modify the relevant provisions or refuse to provide guarantee, and report to the board of directors.
Article 20 a guarantee contract shall specify at least the following terms:
(I) type and amount of secured creditor's rights;
(II) the time limit for the debtor to perform its obligations;
(III) guarantee method;
(IV) guarantee scope;
(V) guarantee period;
(VI) rights, obligations and liabilities for breach of contract of each party;
(VII) other matters that the parties consider necessary to be agreed.
Article 21 when the company accepts counter guarantee mortgage and counter guarantee pledge, the Finance Department of the company shall go through the relevant legal procedures in time together with the lawyer hired by the company, especially the relevant legal procedures for mortgage or pledge registration.
Article 22 when handling the loan guarantee business, the company shall submit the articles of association, the original resolutions of the board of directors or the general meeting of shareholders on the guarantee, the disclosure information of the guarantee and other materials to the banking financial institution.
After the guarantee contract is signed, the relevant personnel responsible for signing the contract must timely notify the Secretary of the board of directors for filing.
Chapter V Administration of external guarantee
Article 23 the financial department of the company shall be responsible for the specific affairs of external guarantee.
Article 24 the main responsibilities of the company's finance department in external guarantee affairs are as follows:
(I) fully understand the basic information and guarantee matters of the guaranteed unit, conduct credit investigation and evaluation of the guaranteed unit, and finally form a written report;
(II) handle guarantee procedures;
(III) track, inspect and supervise the guaranteed unit after the external guarantee takes effect; (IV) earnestly do a good job in the filing and management of documents related to the guaranteed enterprise;
(V) timely and truthfully provide all external guarantees of the company to the audit institution of the company in accordance with the regulations;
(VI) handle other matters related to guarantee.
Article 25 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 limitation period of the guarantee.
In the process of contract management, any abnormal contract not approved by the deliberation procedures of the board of directors or the general meeting of shareholders shall be reported to the board of directors and the board of supervisors in time.
Article 26 the company shall assign special personnel to continuously pay attention to the situation of the guaranteed, collect the latest financial data and audit report of the guaranteed, regularly analyze its financial status and solvency, and pay attention to its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc.
If it is found that the business condition of the guaranteed party deteriorates or there are major events that may affect the due repayment of debts, the relevant responsible person shall report to the board of directors in a timely manner. The board of directors is obliged to take effective measures to minimize the loss.
Article 27 when the company provides guarantee for others, when the guaranteed fails to fulfill the repayment obligation in time after the debt is due, or the guaranteed is dissolved, divided, bankrupt, liquidated, etc., the handling department of the company shall timely understand the debt repayment of the guaranteed, prepare to start the counter guarantee recovery procedure after knowing it, and submit it to the board of directors of the company at the same time.
Article 28 If the guaranteed cannot perform the contract and the secured creditor claims to bear the guarantee liability to the company, the handling department of the company shall immediately start the counter guarantee recovery procedure and submit it to the board of directors of the company for approval of the corresponding measures. Article 29 after the company takes effective measures to recover the debtor, the handling department shall report to the board of directors in a timely manner.
Article 30 the company shall take necessary measures in time to effectively control risks when it finds evidence that the guaranteed has lost or may lose the ability to perform its debts; If it is found that creditors and debtors collude maliciously to damage the interests of the company, they shall immediately take measures such as requesting confirmation of the invalidity of the guarantee contract; If economic losses are caused due to the breach of contract by the guaranteed, it shall recover from the guaranteed in time.
Article 31 the relevant departments of the company shall take effective measures according to other possible risks, put forward corresponding treatment measures, and submit them to the board of directors and the board of supervisors of the company according to the situation.
Article 32 If the company, as the guarantor, has two or more guarantors for the same debt and has agreed to assume the guarantee liability according to the share, it shall refuse to assume the additional guarantee liability beyond the share agreed by the company.
Article 33 after the people's court accepts the debtor's bankruptcy case, if the creditor fails to declare his creditor's rights, the relevant departments of the company shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.
Chapter VI disclosure of external guarantee information
Article 34 the company shall conscientiously perform the obligation of information disclosure of external guarantees in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and the company's information disclosure management system. Article 35 any department and responsible person involved in the company's external guarantee shall be responsible for timely reporting the external guarantee to the Secretary of the board of directors of the company and providing the documents required for information disclosure.
Article 36 the external guarantees examined and approved by the board of directors or the general meeting of shareholders of the company must be disclosed in time on the website of Shenzhen Stock Exchange and the media meeting the conditions specified by the CSRC. The contents of disclosure include 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, and the total amount of guarantees provided by the company to its holding subsidiaries.
In the annual report, the independent directors of the company shall make a special explanation on the external guarantees that have not been fulfilled at the end of the reporting period and that have occurred in the current period and the implementation of the provisions of this chapter, and express independent opinions.
If the guaranteed fails to fulfill the repayment obligation within 15 working days after the maturity of the debt, or the guaranteed goes bankrupt, liquidates or other situations that seriously affect its repayment ability, the company shall disclose it in time. Article 37 the relevant departments of the company shall take necessary measures to control the insiders of the information to a minimum before the guarantee information is publicly disclosed according to law. Any person who legally or illegally knows the company's guarantee information shall have the obligation of confidentiality until the date of public disclosure of the information according to law, otherwise he will bear the legal liability arising therefrom. Chapter VII liability for breach of guarantee management system
Article 38 Where a director, general manager or other senior management of the company signs a guarantee contract without authority in accordance with the procedures specified in this system, the parties shall be investigated for responsibility.
Article 39 all directors of the company shall have a clear understanding of the debt risks that may arise from the guarantee
If any loss is caused to the company due to illegal or inappropriate external guarantee, it shall bear joint and several liability according to law.
Article 40 the relevant personnel of the company's relevant decision-making bodies and functional management departments shall be investigated for relevant responsibilities in case of the following circumstances due to decision-making mistakes or dereliction of Duty:
(I) being cheated due to irresponsibility in signing and performing the contract, causing legal disputes and causing serious losses to the interests of the company;
(II) engaging in malpractices for personal gain in signing the guarantee contract, resulting in heavy losses to the company's property.
Article 41 when economic losses are caused to the company due to guarantee matters, relevant functional departments and personnel shall take effective measures in time to reduce the further expansion of the company's losses, otherwise relevant personnel will be investigated for responsibility according to law.
Chapter VIII supplementary provisions
Article 42 this system is related to the relevant ministries of the state
