Changchun Engley Automobile Industry Co.Ltd(601279)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee behavior of Changchun Engley Automobile Industry Co.Ltd(601279) (hereinafter referred to as “the company”), effectively control the external guarantee risk of the company and ensure the safety of the company’s assets, in accordance with the company law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as “the Listing Rules”) and other laws and regulations This system is formulated in accordance with the relevant provisions of normative documents and Changchun Engley Automobile Industry Co.Ltd(601279) articles of Association (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 in accordance with the civil code of the people’s Republic of China and other laws, regulations and normative documents, excluding the guarantee provided by the company for its own debts.
Article 3 this system is applicable to the guarantee provided by the company for direct or indirect holding subsidiaries (hereinafter referred to as “subsidiaries”).
Article 4 the company shall not provide external guarantee without the approval of the board of directors or the general meeting of shareholders. Article 5 in the annual report, the independent directors of the company shall make a special description of the company’s accumulated and current external guarantees, and express independent opinions.
Chapter II examination and approval of external guarantee
Article 6 the approval authority of the company’s external guarantee shall be implemented in accordance with the relevant provisions of the articles of association.
Article 7 the scope of the guaranteed party that the company can provide external guarantee shall be implemented in accordance with the relevant provisions of the operation measures for endorsement and guarantee.
Article 8 restrictions on the total amount of guarantees provided by the company and the amount of guarantees provided to a single enterprise
Article 9 the board of directors shall designate the financial department of the company as the handling department of specific matters of external guarantee (hereinafter referred to as the “handling department”).
Article 10 before considering the external guarantee proposal, the directors shall fully investigate, actively understand the operation and credit status of the guaranteed, carefully review and analyze the financial status, operation status, industry prospect and credit status 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. Before considering the proposal of external guarantee, the board of directors or the general meeting of shareholders shall actively understand the basic information of the guaranteed party, such as business and financial status, credit status, tax payment, etc.
When considering the external guarantee proposal, the directors shall make a prudent judgment on the compliance and rationality of the guarantee, the ability of the guaranteed party to repay the debt and the effectiveness of the counter guarantee measures.
When considering the guarantee proposal for the company’s subsidiaries and joint-stock companies, the directors shall focus on whether the shareholders of the subsidiaries and joint-stock companies guarantee in the same proportion according to the proportion of equity. The handling department shall prepare a specific evaluation report on the external guarantee, and the content of the evaluation report shall include the necessity and rationality of the external guarantee; Credit investigation and risk assessment of the guaranteed party; The impact of external guarantees on the company’s operational risk, financial status and shareholders’ equity; Whether the collateral and the assessed value of the collateral should be obtained.
Article 11 the company provides guarantees to its subsidiaries. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can estimate the total amount of new guarantees for the two types of subsidiaries with an asset liability ratio of more than 70% and an asset liability ratio of less than 70% in the next 12 months, and submit them to the general meeting of shareholders for deliberation. When the aforesaid guarantee matters actually occur, the company shall disclose them in time. The guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
The company provides guarantee to the joint venture or associated enterprise, and the guaranteed person is not a director, supervisor, senior manager, shareholder holding more than 5%, controlling shareholder or affiliate of the actual controller of the company. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, The company can reasonably predict the specific objects to be guaranteed and the corresponding new guarantee amount in the next 12 months, and submit them to the general meeting of shareholders for deliberation. When the aforesaid guarantee matters actually occur, the company shall disclose them in time. The guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
If the company estimates the guarantee amount to the joint venture or associated enterprise and meets the following conditions at the same time, it can adjust the guarantee amount between the joint venture or associated enterprise:
(I) the single adjustment amount of the transferred party shall not exceed 10% of the company’s latest audited net assets;
(II) if the asset liability ratio exceeds 70% at the time of adjustment, the guarantee amount can only be obtained from the guarantee object whose asset liability ratio exceeds 70% (when the guarantee amount is considered by the general meeting of shareholders);
(III) when the transfer occurs, the transferred party does not have overdue liabilities.
The company shall disclose in a timely manner when the adjustment matters mentioned in the preceding paragraph actually occur.
Article 12 the guarantee matters examined and approved by the general meeting of shareholders must be examined and approved by the board of directors before they can be submitted to the general meeting of shareholders for deliberation.
Article 13 Where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, the controlling shareholder, actual controller and their affiliates shall provide counter guarantee.
Article 14 when the general meeting of shareholders considers the proposal to provide guarantee for shareholders, actual controllers and their related parties, the shareholders or shareholders dominated by the actual controllers shall withdraw from voting.
Chapter III Administration of external guarantee contracts
Article 15 a written contract shall be concluded for the guarantee items examined and approved by the board of directors or the general meeting of shareholders. The guarantee contract shall comply with the provisions of relevant laws and regulations, and clearly stipulate the scope or limit of the principal creditor’s right, the scope of guarantee liability, guarantee method and guarantee period.
Article 16 the handling department 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.
Article 17 If the handling department finds an abnormal guarantee contract that has not been deliberated and approved by the board of directors or the general meeting of shareholders in the process of contract management, it shall timely report to the board of directors, the board of supervisors and the Shanghai Stock Exchange and make an announcement.
The handling department shall continue to pay attention to the situation of the guaranteed, investigate and understand the use of loan funds, the access of funds in bank accounts and the progress of project implementation of the loan enterprise, collect the latest financial data and audit reports 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, Establish relevant financial files and report to the board of directors regularly.
If the company provides guarantee to the subsidiaries whose net assets in the latest period are less than half of the paid in capital, the handling unit shall evaluate the operational risk and financial status of these subsidiaries every six months, report to the board of directors, and continuously track and control.
Article 18 if it is found that the business condition of the guaranteed party has 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 shall take effective measures to minimize the loss.
Article 19 after the maturity of the main debt guaranteed to the outside, the company shall urge the guaranteed to perform the debt repayment obligation within a limited time. If the guaranteed fails to perform its obligations on time, the company shall take necessary remedial measures in time.
Article 20 if the main debt guaranteed by the company needs to be extended after maturity and the company needs to continue to provide guarantee, it shall be regarded as a new external guarantee and re perform the examination and approval procedures for external guarantee stipulated in this system.
Chapter V accountability
Article 21 Where the company’s directors, general manager, other senior managers and personnel of the handling department sign the guarantee contract without authorization according to the prescribed procedures, thus causing damage to the company, they shall be liable for compensation; Those suspected of committing a crime shall be transferred to relevant departments for criminal responsibility according to law.
Chapter VI supplementary provisions
Article 22 Where a subsidiary of a company provides a guarantee for a legal person or other organization within the scope of the company’s consolidated statements, the company shall disclose it in time after the subsidiary performs the deliberation procedures, except for the guarantee matters that should be submitted to the general meeting of shareholders of the company for deliberation in accordance with the listing rules.
Where a subsidiary of the company provides a guarantee for a subject other than the subject specified in the preceding paragraph, it shall be deemed as providing a guarantee by the company and shall comply with the relevant provisions of this system.
The counter guarantee provided by the company and its subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and the corresponding review procedures and information disclosure obligations shall be performed based on the amount of the counter guarantee provided by it, except that the company and its holding subsidiaries provide counter guarantee for the guarantee based on their own debts.
Article 23 the system shall be formulated by the board of directors and shall come into force after being approved by the board of directors.
Article 24 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, departmental rules, normative documents and the articles of association. If the provisions of this system are inconsistent with the laws, regulations, departmental rules, normative documents issued or revised by the state in the future or the articles of association modified by legal procedures, the latter shall prevail, and this system shall be modified in time.
Article 25 the system shall be interpreted and revised by the board of directors of the company.
Changchun Engley Automobile Industry Co.Ltd(601279) March 28, 2022
