Sichuan Tianwei Electronic Co.Ltd(688511)
External guarantee management system
Chapter I General Provisions
Article 1 in order to protect the legitimate rights and interests of investors, regulate the external guarantee behavior of Sichuan Tianwei Electronic Co.Ltd(688511) (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 other laws, regulations, normative documents and the relevant provisions of Sichuan Tianwei Electronic Co.Ltd(688511) articles of Association (hereinafter referred to as “the articles of association”), This system is formulated in combination with the actual situation of the company.
Article 2 the term “external guarantee” as mentioned in this system refers to the guarantee provided by the company for others, including the guarantee of the company to its holding subsidiaries.
Article 3 the external guarantee of the company is subject to unified management. Without the approval 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 4 the directors and senior managers of the company shall prudently treat and strictly control the debt risks arising from the guarantee, and bear joint and several liabilities for the losses arising from the illegal or improper external guarantee according to law.
Article 5 the external guarantee of the holding subsidiary of the company shall be regarded as the act of the company, and its external guarantee shall be subject to this system.
Article 6 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 7 when providing guarantee for others, the company shall take necessary measures such as counter guarantee to prevent risks. The counter guarantee shall be enforceable, and the provider of counter guarantee shall have actual bearing capacity.
Chapter II examination of external guarantee objects
Article 8 the company may provide guarantee for units with independent legal personality and one of the following conditions:
(I) mutual insurance units required by the company’s business;
(II) units with important business relations with the company;
(III) units with potentially important business relations with the company;
(IV) holding subsidiaries of the company and other units with control relationship.
The above units must have strong solvency and comply with the relevant provisions of this system.
Article 9 a guarantor who does not meet the conditions listed in Article 8 of this system, but the company believes that it needs to develop its business and cooperative relationship and has low risk, can provide guarantee for it with the consent of more than two-thirds of the members of the board of directors or after the deliberation and approval of the general meeting of shareholders.
Article 10 before deciding to provide guarantee for others or submitting it to the shareholders’ meeting for voting, the board of directors of the company shall master the credit status of the debtor and fully analyze the interests and risks of the guarantee.
Article 11 the information on the credit status of an applicant for a guarantor shall at least include the following contents:
(I) basic information of the enterprise, including business license, copy of articles of association, identity certificate of legal representative, relevant information reflecting the relationship with the company and other relationships, etc;
(II) guarantee application, including but not limited to guarantee method, term, amount, etc;
(III) audited financial reports and analysis of repayment ability in recent three years;
(IV) copies of the main contract related to the loan;
(V) conditions and relevant materials for applying for the guarantor to provide counter guarantee;
(VI) there is no potential and ongoing major litigation, arbitration or administrative punishment; (VII) other important information.
Article 12 the responsible person in charge of handling shall investigate and verify the operation and financial status, project status, credit status and industry prospect of the guarantor according to the basic information provided by the guarantor, report to the relevant departments for review according to the contract approval procedures, and submit the relevant information to the board of directors or the general meeting of shareholders for approval after being approved by the leader in charge and the general manager.
Article 13 the board of directors or the general meeting of shareholders of the company shall review and vote on the submitted materials, and record the voting results. No guarantee shall be provided for any of the following circumstances or insufficient information. (I) the investment of funds does not comply with national laws and regulations or national industrial policies;
(II) there are false records or false information provided in the financial and accounting documents in the last three years;
(III) the company has provided guarantee for it, and there have been overdue bank loans and interest arrears, which have not been repaid or effective treatment measures cannot be implemented by the time of this guarantee application;
(IV) the business condition has deteriorated, the reputation is bad, and there is no sign of improvement;
(V) failing to implement the effective property used for counter guarantee;
(VI) other circumstances in which the board of Directors considers that the guarantee cannot be provided.
Article 14 the counter guarantee or other effective risk prevention measures provided by the applicant for guarantee must correspond to the amount of guarantee. 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 III Procedures for examination and approval of external guarantees
Article 15 the highest decision-making body of the company’s external guarantee is the general meeting of shareholders. The board of directors exercises the decision-making power of external guarantee in accordance with 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. The board of directors shall organize, manage and implement the external guarantee matters approved by the general meeting of shareholders.
Article 16 the guarantee matters within the authority of the board of directors must be approved by more than 2 / 3 of the directors present at the meeting.
Article 17 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) guarantees with a single guarantee amount exceeding 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 company’s latest audited net assets;
(III) the guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets; (IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) any guarantee provided after the company’s total external guarantee exceeds 30% of the latest audited total assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees stipulated by laws and regulations or the articles of association.
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, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
The provisions of this article shall apply to the external guarantee of the company within 12 months according to the principle of cumulative calculation. For other external guarantees other than those listed in items (I) to (VII) above that must be approved by the general meeting of shareholders, the board of directors shall exercise the decision-making power of external guarantees in accordance with the provisions of the articles of association on the approval authority of the board of directors for external guarantees.
If the company provides guarantee for a wholly-owned subsidiary or guarantees for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which does not harm the interests of the company, items (I), (IV) and (V) of this article may be exempted from application.
Article 18 the company may, when necessary, hire an external professional institution to assess the risk of implementing external guarantee, which shall be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 19 for external guarantee, the company must conclude a written guarantee contract and counter guarantee contract. A guarantee contract and a counter guarantee contract shall meet the requirements of the civil code of the people’s Republic of China and other laws and regulations.
Article 20 a guarantee contract shall at least include the following contents:
(I) type and amount of principal creditor’s rights guaranteed;
(II) the time limit for the debtor to perform its obligations;
(III) guarantee method;
(IV) scope of guarantee;
(V) guarantee period;
(VI) other matters that the parties consider necessary to be agreed.
Article 21 when a guarantee contract is concluded, the responsible person must comprehensively and carefully examine the signing subject and relevant contents of the main contract, guarantee contract and counter guarantee contract. The other party shall be required to amend the provisions that violate laws, regulations, the articles of association, the relevant resolutions of the board of directors or the general meeting of shareholders and impose unreasonable obligations or unpredictable risks on the company. If the other party refuses to modify, the responsible person shall refuse to provide guarantee for it and report to the board of directors or the general meeting of shareholders of the company.
Article 22 the chairman of the board of directors or other persons legally authorized shall sign the guarantee contract on behalf of the company in accordance with the resolutions of the board of directors or the general meeting of shareholders of the company. No one shall sign a guarantee contract on behalf of the company without the approval and authorization of the general meeting of shareholders or the board of directors. The responsible person shall not sign the guarantee contract beyond his authority or sign or seal as the guarantor in the main contract.
Article 23 the company may sign a mutual insurance agreement with an enterprise legal person that meets the conditions specified in this system. The responsible person shall timely require the other party to truthfully provide relevant financial and accounting statements and other materials that can reflect its solvency.
Article 24 when accepting counter guarantee mortgage and counter guarantee pledge, the financial department of the company, together with the administrative and personnel department of the company, shall improve the relevant legal procedures, especially the registration of mortgage or pledge in time. Article 25 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.
Chapter IV administration of external guarantee
Article 26 the external guarantee shall be handled by the finance department and assisted by the administration and personnel department.
Article 27 the main responsibilities of the Finance Department of the company are as follows:
(I) conduct credit investigation and evaluation on the guaranteed unit;
(II) handle guarantee procedures;
(III) follow up, inspect and supervise the guaranteed unit after external guarantee;
(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 28 in the process of external guarantee, the main responsibilities of the administrative personnel department are as follows:
(I) cooperate with the finance department in the credit investigation and evaluation of the guaranteed unit;
(II) be responsible for drafting or legally reviewing all documents related to guarantee;
(III) be responsible for handling legal disputes related to external guarantee;
(IV) after assuming the guarantee responsibility, the company shall be responsible for handling the recovery of the guaranteed unit;
(V) handle other matters related to guarantee.
Article 29 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 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 30 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, pay attention to its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc., establish relevant financial files and report to the board of directors regularly.
If it is found that the business condition of the guaranteed is seriously deteriorated or major events such as dissolution and division of the company occur, the relevant responsible person shall report to the board of directors in time. The board of directors is obliged to take effective measures to minimize the loss.
Article 31 after the debts guaranteed to others are due, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time. When the company provides guarantee for others, when the guaranteed fails to perform the repayment obligation in time after the debt is due, or the guaranteed goes bankrupt, liquidates, or the creditor claims that the company performs the guarantee obligation, 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 notify the Secretary of the board of directors, who shall report it to the board of directors of the company immediately.
Article 32 after performing the guarantee obligation for the debtor, the company shall take effective measures to recover from the debtor. The handling department of the company shall notify the Secretary of the board of directors of the recovery at the same time, and the Secretary of the board of directors shall immediately report to the board of directors of the company.
Article 33 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; In case of economic losses caused by the guaranteed’s breach of contract, it shall recover from the guaranteed in time.
Article 34 The finance department and the administrative personnel department shall propose corresponding treatment measures according to other risks that may occur, which shall be submitted to the leader in charge for approval, and the leader in charge shall submit them to the board of directors and the board of supervisors of the company according to the situation.
Article 35 If the company, as the guarantor, has two or more guarantors for the same debt and agrees to assume the guarantee liability according to the share, it shall refuse to assume additional guarantee liability beyond the share agreed by the company.
Article 36 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the person in charge, the financial department and the administrative personnel department shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.
Chapter V responsibility of responsible person
Article 37 the company shall strictly follow this system when providing external guarantee. The board of directors of the company decides to give corresponding punishment to the responsible person at fault according to the loss, risk and seriousness of the circumstances of the company.
Article 38 If the directors, general manager or other senior managers of the company sign the guarantee contract without authority in accordance with the procedures specified in the system, the parties shall be investigated for responsibility.
Article 39 The personnel of the company’s handling department or other responsible persons violate the provisions of the law or the system and ignore the wind
