Yantai Tayho Advanced Materials Co.Ltd(002254)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as “the company”) and prevent financial risks, in accordance with the company law of the people’s Republic of China, the civil code of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, 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 laws, regulations, normative documents and the articles of association, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
Article 2 the term “external guarantee” as mentioned in this system refers to the guarantee provided by the company for others, including but not limited to loan guarantee, bank loan guarantee, bank acceptance bill guarantee, guarantee for issuing letter of guarantee, etc. In principle, the company only provides guarantee for holding subsidiaries and participating subsidiaries.
If the company provides guarantee for a holding subsidiary, the guarantee proportion shall not exceed the proportion of shares held by the company in the company in principle, and the rest shall be guaranteed by other shareholders with guarantee ability or other guarantors unanimously recognized by all parties.
If other shareholders of the holding subsidiary are considered by the bank and other financial institutions to have no guarantee ability and cannot provide guarantee to the financial institution according to the shareholding ratio, on the premise that the operation of the holding subsidiary is completely controlled by the company, the company can provide the holding subsidiary with guarantee exceeding the shareholding ratio of the company or even full guarantee after being deliberated and approved by the board of directors or the general meeting of shareholders of the company, However, other shareholders of holding subsidiaries or holding subsidiaries shall provide sufficient counter guarantee measures and perform the obligation of information disclosure in accordance with the relevant provisions of Article 6 of this system.
If the company provides guarantee for a participating subsidiary, the proportion of guarantee shall not exceed the proportion of shares held by the company in the company, and other parts shall be provided by other shareholders or other guarantors unanimously recognized by all parties.
Article 3 the holding subsidiary of the company can only provide guarantee for legal persons or other organizations within the scope of the company’s consolidated statements, and shall report to the company for approval before performing the internal decision-making procedures and signing the guarantee contract. Article 4 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 5 the company’s external guarantee shall follow the principles of legality, prudence, integrity, mutual benefit and safety, and strictly control the guarantee risk.
Article 6 when providing guarantee for others, the company shall take necessary measures such as counter guarantee to prevent risks. The provider of counter guarantee shall have actual bearing capacity and the counter guarantee shall be enforceable.
If the company provides guarantee for the controlling shareholder, actual controller and their affiliates, it shall require the other party to provide counter guarantee.
The company provides guarantee for non holding enterprises, and the guaranteed enterprise or its shareholders must provide counter guarantee at the same time; If the company provides guarantees for the holding subsidiaries within the scope of the consolidated statements with a shareholding ratio of more than 50%, and the other parts are provided by other shareholders or other guarantors unanimously recognized by all parties, the counter guarantee requirements may be appropriately reduced, but the monitoring of the operation and solvency of the holding subsidiary shall be strengthened.
If a listed company provides guarantee for its holding subsidiary or joint-stock company, other shareholders of the holding subsidiary or joint-stock company shall provide risk control measures such as the same guarantee according to the proportion of capital contribution. If the shareholder fails to provide risk control measures such as the same guarantee to the holding subsidiary or joint-stock company of the listed company according to the proportion of capital contribution, the board of directors of the listed company shall disclose the main reasons and analyze the operation of the guarantee object On the basis of solvency, fully explain whether the guarantee risk is controllable and whether it damages the interests of the listed company.
Chapter II examination of guarantee objects
Article 7 before the board of directors of the company decides to provide a guarantee or submits it to the general meeting of shareholders for voting, it shall master the credit status of the guaranteed and fully analyze the interests and risks of the guarantee.
Article 8 the information on the credit status of an applicant for a guarantor shall at least include the following contents:
(I) basic information of the company, 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 guarantee;
(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 9 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, and there is a bad credit record such as evading bank debts or defaulting on loan principal and interest;
(V) there are major economic disputes;
(VI) failing to implement the effective property used for counter guarantee;
(VII) other circumstances in which the board of Directors considers that the guarantee cannot be provided.
Article 10 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 approval authority and approval procedures
Article 11 the guarantee provided by the company must be deliberated by the board of directors or the general meeting of shareholders, and perform the obligation of information disclosure.
When a holding subsidiary provides external guarantee, it shall perform the internal decision-making procedures in accordance with its articles of association and report to the company for approval in accordance with the provisions of Article 3. The company shall perform the obligation of information disclosure. The guarantee matters that need to be submitted to the general meeting of shareholders of the listed company for deliberation shall also be approved by the general meeting of shareholders of the company. If the holding subsidiary of the company provides guarantee for legal persons or other organizations within the scope of the company’s consolidated statements, such guarantee matters shall be approved by the chairman of the company.
Article 12 according to the external guarantee authority determined in the articles of association and in combination with the relevant provisions of Shenzhen Stock Exchange, the board of directors of the company confirms that the external guarantee of the company belongs to one of the following circumstances, which shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the company’s latest audited net assets;
(III) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 30% of the total assets audited in the latest period;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(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 the CSRC, Shenzhen Stock Exchange or the articles of association.
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 proposal to provide guarantee 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.
Article 13 except for the external guarantee matters that shall be deliberated and approved by the general meeting of shareholders as stipulated in Article 12 of the system, other external guarantee matters shall be implemented after being deliberated and approved by the board of directors, unless otherwise provided by laws and regulations, normative documents, articles of association and other systems.
Article 14 the company provides guarantees to its holding subsidiaries. If a large number of guarantee agreements need to be concluded frequently every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, 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 can be estimated respectively and submitted to the general meeting of shareholders for deliberation; Alternatively, the total amount of accumulated guarantee balance of each holding subsidiary in the next 12 months shall be separately verified and submitted 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 15 if 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 listed 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 controlled by the listed company;
(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 point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 16 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 latest audited net assets of the listed company;
(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 17 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 data in the latest financial statements shall prevail.
Article 18 where the scope of the consolidated statements of the company is changed due to transactions or related transactions, if the listed company provides guarantees to related parties after the completion of the transaction, it shall perform the 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.
Article 19 when the board of directors of the company considers providing external guarantee, it must obtain the consent of more than two-thirds of the directors present at the board of directors and the consent and resolution of more than two-thirds of all independent directors, and the related directors must withdraw from voting, and the independent directors shall express independent opinions; When the number of votes is less than three, it shall be directly submitted to the general meeting of shareholders for deliberation.
Chapter IV internal execution procedures
Article 20 before external guarantee, the finance department shall be responsible for the risk investigation of the guaranteed enterprise in terms of asset quality, operation, industry prospect, solvency and credit status, and may hire external professional institutions to evaluate the guarantee risk when necessary. The Audit Department of the company reviews the risk assessment provided by the finance department.
Article 21 the examination and approval procedures shall be performed in accordance with the examination and approval authority required in Chapter II of this system.
Article 22 before the board of directors deliberates the external guarantee proposal, the directors shall actively understand the operation and credit status of the guaranteed party, and carefully analyze the financial status, operation status and credit status of the guaranteed party. 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.
Article 23 when the board of directors deliberates the guarantee proposal for the holding subsidiaries and joint-stock companies of listed companies, the directors shall focus on whether each shareholder of the holding subsidiaries and joint-stock companies provides the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
Article 24 after being deliberated and approved by the board of directors or the general meeting of shareholders, the Securities Department of the company shall do a good job in information disclosure and cooperate with the finance department to handle external guarantee procedures; The audit department shall cooperate with the finance department to track, supervise and other related work of the guaranteed enterprise in the future.
Without information disclosure, the main contract of any guarantee contract shall not be withdrawn.
Article 25 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 the integrity, accuracy and effectiveness of the archived materials, and pay attention to the timeliness and duration of the guarantee.
If the company finds any 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 and the board of supervisors and make an announcement.
The Finance Department of the company shall dispatch each holding subsidiary to summarize and sort out the company guarantee balance sheet (refer to the attached table) according to the data at the end of the previous month before submitting the financial statements every month, and submit it to the management of the company.
Article 26 If the company provides guarantee to the holding subsidiary, it shall submit the financial statements of the holding subsidiary on a monthly basis, and pay special attention to its production and operation, assets and liabilities, guaranteed balance and other indicators affecting its solvency.
If the company provides guarantees to non holding subsidiaries, it shall assign special personnel to continuously pay attention to the situation of the guaranteed, 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
