Shanghai Sk Automation Technology Co.Ltd(688155)
External guarantee management system
Chapter I General Provisions
For the purpose of protecting the legitimate rights and interests of listed companies, the “guidelines of the people’s Republic of China on the supervision of foreign guarantee of listed companies” (hereinafter referred to as the “No. 8155 law of the people’s Republic of China”) and the “guidelines of the people’s Republic of China on the protection of the legitimate rights and interests of listed companies” This system is formulated in combination with the actual situation of the company, in accordance with the relevant laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and the relevant provisions of the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the company and its wholly-owned and holding subsidiaries (hereinafter referred to as “subsidiaries”).
Article 3 the term “external guarantee” as mentioned in this system refers to the guarantee, asset mortgage, pledge and other guarantee matters provided by the company for other units or individuals with its own assets or reputation, including the guarantee of the company to its subsidiaries. The specific types include loan guarantee, bank guarantee for issuing letter of credit and bank acceptance bill, guarantee for issuing letter of guarantee, etc. Article 4 Where a subsidiary of the company provides a guarantee to an entity outside the scope of the company’s consolidated statements, it shall be deemed that the company provides a guarantee, and its external guarantee shall be subject to this system.
Article 5 the external guarantee of the company must be deliberated by the board of directors or the general meeting of shareholders of the company. No one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the company.
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 the directors, supervisors and senior managers of the company shall carefully treat and strictly control the debt risks arising from the guarantee, and bear joint and several liabilities for the losses arising from the illegal and improper guarantee according to law.
Article 8 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.
Chapter II Guarantee and management
Section 1 guarantee object
Article 9 the company can provide guarantee for units with independent legal personality, strong solvency 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) subsidiaries of the company and other units with control relationship.
Article 10 if the company considers that it is necessary to develop its business and cooperative relationship with the guarantor who does not meet the conditions listed in the previous article of this system and has low risk, it can provide guarantee after being deliberated and approved by the board of directors or the general meeting of shareholders.
Section II examination and approval of guarantee
Article 11 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 guaranteed and analyze the interests and risks of the guarantee. The credit status of the guarantor shall at least include the following contents:
(I) basic information of the enterprise, including but not limited to the business license of enterprise legal person, articles of association, identity certificate of legal representative, affiliated relationship with the company or other relationships;
(II) guarantee method, term, amount, etc;
(III) the latest audited financial report and analysis of loan repayment ability;
(IV) main contracts related to the loan and documents related to the main contract;
(V) basic information such as the conditions and schemes for the guaranteed to provide counter guarantee;
(VI) whether there are non-performing loans in the main opening banks;
(VII) description of no major litigation, arbitration or administrative punishment;
(VIII) other important information deemed necessary by the company.
Article 12 the responsible person in charge of handling shall conduct due diligence on 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, and submit it to the board of directors after being reviewed by the leader in charge of the company.
Article 13 the board of directors shall carefully review the application for guarantor according to relevant materials. In principle, it shall not provide guarantee for any of the following circumstances.
(I) not qualified as a borrower, and the loan and capital investment do 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) losses in the previous year or expected losses in the current year;
(VI) the property right is unknown, the restructuring has not been completed or the establishment does not comply with national laws and regulations or national industrial policies;
(VII) failing to implement the effective assets used for counter guarantee;
(VIII) it does not comply with the provisions of this system;
(IX) 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 application guarantor must correspond to the amount guaranteed by the company. If the assets for which the guarantor applies to create a counter guarantee are prohibited from circulation or non transferable by laws and regulations, the guarantor shall refuse the guarantee.
Article 15 when the board of directors deliberates on the provision of guarantee, the independent directors shall express independent opinions on whether the guarantee is legal and compliant, the impact on the company and the existing risks. When necessary, the independent directors can hire an accounting firm to verify the accumulated and current guarantee provided by the company; If any abnormality is found, the independent director shall report to the board of directors and Shanghai Stock Exchange in time and make an announcement.
Article 16 when the board of directors deliberates on guarantee matters, it shall obtain the consent of more than two-thirds of the directors present at the board of directors or the approval of the general meeting of shareholders.
Article 17 according to the articles of association, the guarantee matters 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. The guarantee matters that must be approved by the general meeting of shareholders include but are not limited to the following circumstances:
(I) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(II) any guarantee provided after the total external guarantee of the company and its subsidiaries exceeds 50% of the latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) any guarantee provided after the total external guarantee of the company exceeds 30% of the total audited assets of the company in the latest period;
(V) the guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets;
(V) guarantees provided to shareholders, actual controllers and their related parties.
(VI) other guarantees stipulated by Shanghai Stock Exchange or the articles of association
Article 18 the deliberation of external guarantee matters at the general meeting of shareholders must be approved by more than half of the effective voting rights held by the shareholders attending the meeting.
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.
When the general meeting of shareholders deliberates the guarantee matters in items (IV) and (V) of Article 17, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. 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 the articles of association and this system 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 and this system on the approval authority of the board of directors for external guarantees.
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 Shanghai 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.
If the company provides guarantee for a wholly-owned subsidiary, or provides guarantee 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, the provisions of items 1 to 3 of Article 17 of the system may be exempted, unless otherwise stipulated in the articles of association. The company shall summarize and disclose the aforesaid guarantees in the annual report and semi annual report.
Article 19 the guarantee provided by the company for the related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. If the company provides guarantee for shareholders holding less than 5% (excluding 5%) of the company’s shares, it shall be implemented with reference to this system.
Article 20 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.
Section 3 conclusion of guarantee contract
Article 21 the chairman of the company or other authorized personnel shall sign the guarantee contract on behalf of the company according to the resolutions of the board of directors or the general meeting of shareholders.
Article 22 for external guarantee, the company must conclude a written guarantee contract, which shall meet the requirements of the civil code of the people’s Republic of China and other laws and regulations. In addition to the standard guarantee contract issued by the bank, other forms of guarantee contracts must be submitted to the perennial legal adviser hired by the company for review.
Article 23 when concluding a standard guarantee contract, all obligatory terms 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 24 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 and amount;
(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 25 when the company accepts counter guarantee mortgage and counter guarantee pledge, the Finance Department of the company, together with the company’s perennial legal adviser, shall improve the relevant legal procedures, especially the procedures for mortgage or pledge registration in time. Chapter III guarantee risk management
Section I daily management
Article 26 The Finance Department of the company is the daily management department of the company’s external guarantee, which is responsible for the unified registration, filing and cancellation of the guarantee matters of the company and its subsidiaries.
Article 27 the Finance Department of 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. The finance department shall timely inform the Secretary of the board of directors of the guarantee matters, and the Secretary of the board of directors shall go through the information disclosure procedures according to the regulations.
Article 28 the main responsibilities of the company’s financial department 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 29 the Finance Department of the company shall strengthen the tracking management of the borrowing enterprise during the guarantee period, and shall often understand the performance of the guarantee contract, including requiring the other party to regularly provide recent or annual financial statements, analyze whether there is any change in the debtor’s performance and solvency, and regularly report the implementation of the company’s external guarantee to the chairman or general manager of the company.
Section II Risk Management
Article 30 in case the guaranteed fails to perform all or part of the repayment obligations within 15 working days after the maturity of the debt, or the guarantee contract is significantly changed, cancelled or terminated, or the guaranteed goes bankrupt, liquidates and other events that may seriously affect its repayment ability, the Finance Department of the company shall timely notify the chairman, general manager and Secretary of the board of directors, and the company shall timely start the counter guarantee recovery procedure after knowing it.
Article 31 in case of any dispute over the guarantee, the company shall send personnel to properly handle it by litigation or non litigation means after being authorized by the legal representative of the company.
Article 32 after performing the guarantee obligation for the debtor, the company shall take effective measures to recover from the debtor.
Article 33 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, the current period and the implementation of the provisions of this system, and express independent opinions. Chapter IV responsibility of responsible person
Article 34 Where the company’s directors, general manager and other senior managers sign guarantee contracts without authorization in accordance with the prescribed procedures, causing damage to the interests of the company, the company shall investigate the responsibilities of the parties concerned.
Article 35 the decision-making body or personnel of the company’s guarantee contract examination and approval, and the relevant personnel of the centralized management department shall be investigated for responsibility according to the specific circumstances if the following circumstances occur due to wrong decision-making or dereliction of Duty:
(I) being defrauded due to serious irresponsibility during the signing and performance of the guarantee contract, resulting in 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;
(III) in signing the guarantee contract, taking advantage of his position, asking for others’ property or illegally accepting others’ property, seeking benefits for others and causing losses to the company’s property.
Article 36 in case of economic losses of the company caused by guarantee matters, effective measures shall be taken in time to reduce the further expansion of economic losses and the risk of contingent liabilities in the external guarantee management system, and the responsibilities of relevant personnel shall be investigated according to the seriousness of the circumstances on the basis of finding out the causes.
Chapter V supplementary provisions
Article 37 the external guarantee of subsidiaries shall be implemented in accordance with the above provisions. Subsidiaries are responsible for
