Estun Automation Co.Ltd(002747)
Measures for the administration of external guarantees
(March 2022)
Chapter I General Provisions
Article 1 in order to strengthen the external guarantee management of Estun Automation Co.Ltd(002747) (hereinafter referred to as "the company"), standardize the company's guarantee behavior, control and reduce the guarantee risk 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") The guarantee law of the people's Republic of China (hereinafter referred to as the Guarantee Law), the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, as well as the provisions of Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the articles of association), These measures are formulated in combination with the actual situation of the company.
Article 2 the term "external guarantee" as mentioned in these Measures refers to the act that the company provides guarantee for the debtor's debts as a third party. When the debtor fails to perform his debts, the company performs his debts or assumes responsibility in accordance with the agreement. The forms of guarantee include guarantee, mortgage and pledge.
Article 3 the external guarantee mentioned in these Measures includes the guarantee of the company to its holding subsidiaries. These measures are applicable to the company and its wholly-owned and holding subsidiaries (hereinafter referred to as "subsidiaries").
Article 4 the total amount of external guarantee mentioned in these Measures refers to the sum of the total amount of external guarantee of the company, including the guarantee of the company to its holding subsidiaries, and the total amount of external guarantee of its subsidiaries.
Article 5 no external guarantee shall be provided to any subsidiary without the approval of the general meeting of shareholders or the board of directors. 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 decision-making authority of external guarantee
Article 7 external guarantees must be deliberated by the board of directors or the general meeting of shareholders. When the board of Directors considers the guarantee proposal provided for the director himself, the director shall not participate in the voting. If the number of directors participating in the voting is less than two-thirds of all members of the board of directors due to the withdrawal of directors from voting, the external guarantee shall be submitted to the general meeting of shareholders for voting. 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 8 the following external guarantees (including mortgage, pledge or guarantee) of the company shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors:
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the company's latest audited total assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(V) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company's total assets audited in the latest period;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
When the board of directors deliberates the guarantee matters, it shall 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 (V) of the preceding paragraph, it shall 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, and the voting shall be passed by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
For the guarantee matters that should be submitted to the general meeting of shareholders for deliberation, when judging whether the asset liability ratio of the guaranteed exceeds 70%, the higher of the audited financial statements of the guaranteed in the latest year or the latest financial statements shall prevail.
Article 9 when the general meeting of shareholders deliberates the guarantee proposal provided for shareholders and their affiliates, the shareholders shall not participate in the voting, which shall be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 10 no guarantee shall be provided for the guaranteed under any of the following circumstances or if the information provided is insufficient:
1. Providing false financial statements and other materials to defraud the company of guarantee;
2. Loss in the previous fiscal year, except that the guaranteed is the holding subsidiary of the company's consolidated statements; 3. The guaranteed party has overdue bank loans and interest arrears, which has not been repaid or cannot implement effective treatment measures by the time of this guarantee application;
4. The business condition has deteriorated, the reputation is bad, and there is no sign of improvement;
5. Other circumstances under which guarantee cannot be provided as stipulated by relevant laws and regulations.
Article 11 the company provides guarantees for its holding subsidiaries and joint-stock companies. Other shareholders of the holding subsidiaries and joint-stock companies shall provide the same guarantee and other risk control measures according to the proportion of capital contribution. If the shareholder fails to provide the same guarantee and other risk control measures to the holding subsidiaries or joint-stock companies according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons and analyze the operation of the guarantee objects On the basis of solvency, fully explain whether the guarantee risk is controllable and whether it damages the interests of the company.
The company provides guarantees to its holding 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 it to the general meeting of shareholders for deliberation.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time, and the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 12 the company provides guarantee to its joint venture or associated enterprise and meets the following conditions at the same time. 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:
(I) the guaranteed person is not a director, supervisor, senior manager, shareholder holding more than 5%, actual controller and legal person or other organization under its control;
(II) each shareholder of the guaranteed shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time, and the guarantee balance at any time shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 13 if the company estimates the guarantee amount to its joint venture or associated enterprise and meets the following conditions, it can adjust the guarantee amount between its joint venture or associated enterprise, but the total amount of adjustment shall not exceed 50% of the total estimated guarantee amount:
(I) the single adjustment amount of the transferred party shall not exceed 10% of the company's latest audited net assets; (II) for the guarantee object with asset liability ratio exceeding 70% at the time of adjustment, the guarantee amount can only be obtained from the guarantee object with asset liability ratio exceeding 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;
(IV) each shareholder of the transferred party shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
The company shall disclose the aforesaid adjustment in a timely manner when it actually occurs.
Article 14 Where the scope of the consolidated statements of the company is changed due to transactions or related transactions, if the company provides guarantees to related parties after the completion of the transaction, it shall perform corresponding review procedures and disclosure obligations on the relevant related party guarantees. If the board of directors or the general meeting of shareholders fails to consider and approve the above-mentioned related party guarantees, all parties to the transaction shall take effective measures such as early termination of guarantees or cancellation of related transactions or related transactions to avoid the formation of illegal related party guarantees.
If the debt guaranteed by the company needs to be extended after maturity and continues to be guaranteed by it, it shall be used as a new external guarantee and re perform the review procedures and information disclosure obligations.
If the company provides guarantee for the controlling shareholder, actual controller and their affiliates, it shall require the other party to provide counter guarantee.
Article 15 Where a holding 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 holding subsidiary performs the deliberation procedures.
Where a holding subsidiary of the company provides a guarantee for an entity other than the entity specified in the preceding paragraph, it shall be deemed that the company provides a guarantee and shall comply with the relevant provisions of this section.
Article 16 the counter guarantee provided by the company and its holding subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and the corresponding deliberation procedures and information disclosure obligations shall be performed based on the amount of the counter guarantee provided by the company and its holding subsidiaries, except for the counter guarantee provided by the company and its holding subsidiaries for the guarantee based on its own debts.
Article 17 the board of directors of the company shall establish a regular verification system to verify the guarantee behavior of the company. If the company has any illegal guarantee behavior, it shall disclose it in time, 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.
Article 18 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 the loss, and investigate the responsibilities of relevant personnel.
Chapter III acceptance and review procedures of the company's external guarantee application
Article 19 the external guarantee application of the company shall be 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:
1. Basic information of the guaranteed;
2. Description of the guaranteed main debt;
3. Guarantee type and guarantee period;
4. Main terms of the guarantee contract;
5. The guarantor's description of the repayment plan and source of the guaranteed debt;
6. Counter guarantee scheme.
The annex shall include but not limited to:
1. A copy of the business license of the enterprise legal person of the guaranteed;
2. The latest audited financial statements of the guaranteed for the previous year and the latest period;
3. Guaranteed main debt contract;
4. The format text of the guarantee contract provided by the creditor;
5. Explanation that the guaranteed has no major litigation, arbitration or administrative punishment;
6. Other materials deemed necessary by the finance department.
Article 20 the company shall investigate the operation and reputation of the guaranteed. The board of directors shall carefully consider and analyze the financial status, operation status, industry prospect, credit status and tax situation of the guaranteed, and make prudent judgments on the compliance and rationality of the guarantee, the ability of the guaranteed to repay debts and the actual bearing capacity of the counter guarantor. The company may, when necessary, hire an external professional organization to assess the risk of implementing external guarantee, which can be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 21 for external guarantee, the company shall require the other party to provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity and the counter guarantee shall be enforceable.
The company provides guarantee for its holding subsidiary or joint-stock company, and other shareholders of the holding subsidiary or joint-stock company shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
Article 22 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters, and may employ an accounting firm to check the company's accumulated and current external guarantee conditions when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Chapter IV daily management and 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. The guarantee contract shall at least include the following contents:
1. Type and amount of principal creditor's rights guaranteed;
2. The time limit for the debtor to perform its obligations;
3. Guarantee method;
4. Scope of guarantee;
5. Other matters that the parties consider necessary to be agreed.
Article 24 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 any guarantee contract on behalf of the company in the name of the company without the approval and authorization of the resolution of the general meeting of shareholders or the board of directors of the company. The company shall clarify the approval authority for the use of the seal related to the guarantee matters, and register the use of the seal related to the guarantee matters.
Article 25 the Finance Department of the company is the daily management department of the company's external guarantee, which is responsible for the credit investigation and evaluation of the guaranteed, the review and follow-up management of the guarantee contract and the management of external guarantee files.
Article 26 the finance 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 effectiveness and duration of the guarantee. In the process of contract management, once any abnormal contract not approved by the deliberation procedures of the board of directors or the general meeting of shareholders is found, the finance department shall timely report to the board of directors, the board of supervisors and Shenzhen Stock Exchange and make an announcement.
Article 27 the finance department shall track and supervise the operation and financial situation of the guaranteed during the guarantee period, so as to carry out continuous risk control. During the guarantee period, the financial department shall timely report to the board of directors and do the following work: 1 Timely understand and master the use and withdrawal of funds of the guaranteed;
2. Regularly learn about the debt repayment from the guaranteed and creditors;
3. Pay attention to the guaranteed life
