Foshan Electrical And Lighting Co.Ltd(000541)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Foshan Electrical And Lighting Co.Ltd(000541) (hereinafter referred to as “the company”) and effectively control the debt risk caused by the company’s external guarantee and protect the legitimate rights and interests of the company and its shareholders, according to the civil code of the people’s Republic of China, the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange This system is formulated in combination with the actual situation of the company in accordance with the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association of the company.
Article 2 the term “subsidiary” as mentioned in this system refers to a wholly-owned subsidiary, a holding subsidiary and a joint-stock company in which the company has actual control. The external guarantee provided by a subsidiary shall be regarded as the act of the company, and its external guarantee shall be implemented in accordance with this system.
Article 3 the external guarantee mentioned in this system refers to the act that the company and its subsidiaries provide guarantee for the debtor’s debts as a third party. When the debtor fails to perform its due debts or under the circumstances agreed by the parties, the company or its subsidiaries perform its debts or assume responsibility. The forms of guarantee include guarantee, mortgage, pledge and other forms such as issuing commitments or documents with the nature of guarantee. The guarantee provided by the company for its subsidiaries shall be regarded as external guarantee.
Article 4 the company and its subsidiaries shall not provide guarantee for enterprises or other organizations without equity relationship.
Article 5 if the company provides guarantee for a subsidiary or joint-stock company, the other shareholders of the 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.
Chapter II examination and approval procedures for external guarantee
Article 6 all guarantee matters of the company shall be subject to the pre research of the Party committee and the general manager’s office meeting before being submitted to the board of directors or the general meeting for deliberation.
Article 7 any guarantee made by the company must be reviewed and approved by the board of directors or the general meeting of shareholders. External guarantee shall be under the unified management of the company. Without the approval of the company, subsidiaries shall not provide external guarantee.
When the board of directors deliberates on the guarantee, it shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution. Article 8 the guarantee acts that the company needs to submit to the general meeting of shareholders for deliberation shall be implemented in accordance with the provisions of the articles of association.
Article 9 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. Article 10 the company provides guarantees to 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 two types of subsidiaries with asset liability ratio of more than 70% and less than 70% in the latest financial statements 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 guarantee provided by the subsidiary shall be based on the amount of guarantee provided by the subsidiary and the corresponding execution procedures of the subsidiary in accordance with the provisions of Article 11.
Chapter III daily management of external guarantee
Article 12 The competent department of the company’s external guarantee is the company’s finance department, and the legal and risk control affairs department and the office of the board of directors shall assist in handling it within their respective scope of responsibility.
(I) the finance department is the preliminary examination and daily management department of the company’s external guarantee, which is responsible for accepting and preliminary examining 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 reviewing the compliance 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 in accordance with relevant laws and regulations, the system and the articles of association.
(III) the legal and risk control department is responsible for the legal review and legal risk control of external guarantee, including the review of guarantee contract and the handling of relevant legal procedures.
Article 13 the external guarantee application of the company shall be accepted by the finance department. The guarantee applicant (including subsidiaries, joint-stock companies and relevant handling departments) shall provide the company with the following materials:
(I) guarantee application report. The main contents include the nature, production and operation status and financial status of the enterprise, and the way, term and amount of applying for guarantee. For loan guarantee, it is also necessary to provide the purpose, interest rate and expected benefits of the loan, repayment sources and measures, etc;
(II) detailed business information related to this guarantee (including business contract, feasibility study report of investment project, credit approval or letter of intent of credit granting bank, etc.);
(III) one copy of accounting statements for the last three years and one period, including balance sheet, income statement and cash flow statement;
(IV) loan contract, guarantee contract and other materials;
(V) other materials required by the company.
Article 14 after accepting the guaranteed application, the finance department shall, together with relevant departments, timely investigate the credit status of the guaranteed and conduct risk assessment, form a written report and submit it to the office of the board of directors.
Article 15 after receiving the written report of the finance department and relevant materials of the guarantee application, the office of the board of directors shall conduct compliance review, carefully review the financial status, industry status, business status, credit and reputation of the guarantor, and organize to perform the corresponding review and approval procedures in accordance with relevant regulations. Article 16 the board of directors or the general meeting of shareholders of the company shall consider and vote on the submitted materials, and shall not provide guarantee for those who do not provide sufficient information or under any of the following circumstances: (I) there is no property right relationship, the property right is unknown or the establishment does not comply with national laws and regulations or national industrial policies;
(II) there are false records or false materials in the financial and accounting documents in the last three years; (III) the company provided guarantee for it in the previous time, and the bank loan was overdue and interest was in arrears, which had not been repaid or effective treatment measures could not be implemented by the time of this guarantee application;
(IV) those who enter into reorganization or bankruptcy liquidation procedures, are insolvent, have suffered losses for three consecutive years or more and have negative net cash flow from operations, etc., and do not have the ability of sustainable operation;
(V) enterprises that have major economic disputes with other enterprises, face legal proceedings and may bear major liability for compensation;
(VI) the board of Directors considers that the guarantee cannot be provided.
Article 17 after the external guarantee matters are deliberated and approved by the board of directors or the general meeting of shareholders of the company, the chairman or the person authorized by the chairman shall sign the guarantee contract. The guarantee contract must comply with relevant legal norms, the matters agreed in the contract shall be clear, and shall be reviewed by the finance department and the legal and risk control affairs department of the company.
Article 18 when accepting counter guarantee mortgage and counter guarantee pledge, the company’s finance department and the company’s legal and risk control affairs department shall improve the relevant legal procedures, especially handle the mortgage or pledge registration procedures in time (if there are legal requirements), and take necessary measures to reduce the guarantee risk before the counter guarantee approval and registration procedures.
Article 19 the guarantee contract shall be properly kept in accordance with the internal management regulations of the company. When the guarantee contract is signed, modified, extended, terminated, advanced, recovered, etc., the corresponding approval procedures and procedures shall be performed.
Chapter IV guarantee risk control
Article 20 the financial department of the company is the daily management department of the company’s guarantee behavior. The finance department shall properly keep and manage all documents related to the external guarantee of the company, establish a guarantee business account, and record in detail the guarantee object, amount, term, articles or rights used for mortgage and pledge and other relevant matters.
Article 21 the finance department shall continue to pay attention to the financial status and solvency of the guaranteed. If it is found that the operation status of the guaranteed has seriously deteriorated during the guarantee period or there are major events such as dissolution and division of the company, it shall report to the board of directors of the company in time.
Article 22 If the guaranteed debt needs to be extended after maturity, or the guaranteed party requests to change the guarantee matters, or the newly increased internal guarantee amount of the company and its subsidiaries exceeds the annual guarantee plan amount or guarantee scope, the review, approval and disclosure procedures shall be performed again.
Article 23 If the guaranteed cannot perform the contract and the secured creditor claims against the company, the company shall immediately start the counter guarantee recovery procedure (if any) or recover from the guaranteed, report to the board of directors and make an announcement in accordance with relevant regulations.
Article 24 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the guarantee applicant shall request the company to participate in the bankruptcy distribution and exercise the right of recourse in advance. Chapter V accountability
Article 25 If the relevant personnel of the company sign the guarantee contract without authority in accordance with the law or the procedures specified in this system, guarantee without risk or neglect to exercise their duties, resulting in losses to the company, the party concerned shall be investigated for responsibility.
Chapter VI supplementary provisions
Article 26 the “above” mentioned in this management system includes the number, and the “below” does not include the number
Article 27 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. If this system is inconsistent with the provisions of relevant laws, regulations and normative documents issued in the future, it shall be implemented in accordance with the provisions of relevant laws, regulations and normative documents, and shall be revised by the board of directors of the company in time.
Article 28 of the management system for external guarantees shall be implemented from the date of approval of the board of directors in 2014.
