Haitian Water Group Co.Ltd(603759)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Haitian Water Group Co.Ltd(603759) (hereinafter referred to as "the company"), effectively control the financial and operational risks of the company, and clarify the responsibilities of the general meeting of shareholders and the board of directors in the decision-making of external guarantee of the company, in accordance with the relevant provisions of the company law of the people's Republic of China and the Haitian Water Group Co.Ltd(603759) articles of Association (hereinafter referred to as "the articles of association"), This system is formulated with reference to laws, regulations and normative documents such as 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 Shanghai Stock Exchange and so on.
Article 2 the "external guarantee" mentioned in this system refers to the guarantee, mortgage, pledge and other guarantee matters provided by the company for others, including the guarantee of the company to its holding subsidiaries; The term "total amount of external guarantee of the company and its holding subsidiaries" as mentioned in this system 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 external guarantee of its holding subsidiaries.
Article 3 this system is not applicable to the guarantee provided by the company for its own debts. This system is applicable to the company and its holding subsidiaries. The external guarantee of subsidiaries shall be regarded as the behavior of the company, and its external guarantee shall be approved by the company according to the authority in accordance with the relevant provisions of this system.
Article 4 the company shall follow the principles of prudence, equality, mutual benefit, voluntariness and good faith in providing external guarantees. Major shareholders (holding 5% or more shares) and other related parties shall not force the company to provide guarantee for others.
All directors and senior managers of the company shall carefully treat and strictly control the risk of external guarantee of the company.
Article 5 the external guarantee of the company must be deliberated and approved by the board of directors or the general meeting of shareholders. Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee.
Any guarantee provided by the company for 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.
Chapter II examination and approval of external guarantees
Article 6 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed object before considering the external guarantee proposal, carefully consider and analyze the financial status, operation status, industry prospect and credit status of the guaranteed person, and make a decision 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. The investigation of the guaranteed object includes but is not limited to:
(I) it is an enterprise legal person established and effectively existing according to law, and there is no possibility of termination;
(II) good operating and financial conditions, stable cash flow or good development prospects, and solvency;
(III) where a guarantee has been provided, there is no case where the creditor requires the company to bear joint and several guarantee liability;
(IV) have assets that can be mortgaged (pledged) and have corresponding counter guarantee ability; (V) the financial information provided is true, complete and effective;
(VI) the company can take risk prevention measures against it;
(VII) there are no other legal risks.
Article 7 after receiving the guarantee application from the guaranteed party, the president of the company shall designate the finance department to strictly review and evaluate the credit status of the guaranteed party, and submit the external guarantee business evaluation report to the chief financial officer and President of the company for review. The chief financial officer and the President shall report to the board of directors of the company for deliberation after approval. The board of directors carefully examines the situation of the guaranteed object according to relevant materials.
Article 8 in case of any of the following circumstances, the company shall not provide guarantee: (I) the guaranteed items do not comply with the provisions of national laws, regulations and policies;
(II) providing false financial statements and other materials;
(III) has entered the reorganization, custody, merger or bankruptcy liquidation procedures;
(IV) deterioration of financial status and insolvency;
(V) chaotic management and high operational risk;
(VI) the company has provided guarantee for it, and there have been overdue bank loans, arrears of interest, etc;
(VII) having major economic disputes with other enterprises, facing legal proceedings and possibly bearing major liability for compensation;
(VIII) other circumstances in which the board of Directors considers that the guarantee cannot be provided.
Article 9 Where the company provides guarantee for related parties, it shall be handled in accordance with the relevant provisions of related party transactions.
Article 10 if the guaranteed party requests to change the guarantee items, the company shall re perform the evaluation and approval procedures.
Article 11 if the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed by the company, it shall be used as a new external guarantee and re perform the guarantee approval procedures and information disclosure obligations.
Article 12 the following external guarantees of the company shall be reviewed and approved by the board of directors and then submitted to the general meeting of shareholders for deliberation and approval:
(I) the amount of a single guarantee exceeds 10% of the latest audited net assets (consolidated statements, the same below);
(II) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) according to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeding 30% of the company's latest audited total assets (consolidated statements, the same below);
(V) guarantees provided to shareholders, actual controllers and their related parties;
(VI) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 30% of the company's total audited assets in the latest period;
(VII) other guarantees stipulated in relevant laws, regulations, normative documents and the articles of association.
When the board of directors deliberates on the external guarantee, in addition to the approval of more than half of all directors, it shall also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors.
When the general meeting of shareholders of the company deliberates the guarantee proposal provided for the controlling shareholder, the actual controller and their affiliates, the controlling shareholder or the shareholder controlled by the actual controller shall not participate in the voting, and the voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. However, when the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by unrelated shareholders present at the meeting.
Article 13 when voting on two or more external guarantee matters of the company at the general meeting of the board of directors, it shall be carried out one by one.
Chapter III execution and risk management of the company's external guarantee
Article 14 after the external guarantee matters proposed by various departments and subsidiaries of the company are approved by the competent departments of the company specified in the articles of association and the system, the chairman of the company or his authorized person shall sign the guarantee contract on behalf of the company.
If the subsidiary has the right to guarantee to the outside, the guarantee shall be executed according to the provisions of the external guarantee system signed by the holding Department of the subsidiary.
Article 15 the Finance Department of the company is the daily management department of external guarantee.
Article 16 the guarantee contract concluded by the company and its holding subsidiaries shall be submitted to the company's financial department for registration and filing within 2 days from the date of signing.
Article 17 If the main debt contract guaranteed by the company is changed, which is subject to the deliberation and approval of the board of directors according to the provisions of this system, the board of directors shall decide whether to continue to bear the guarantee liability; If it is required by this system to be deliberated and approved by the general meeting of shareholders, the general meeting of shareholders shall decide whether to continue to bear the guarantee liability.
Article 18 If the financial department of the company expects that the guaranteed cannot repay the loan at maturity, it shall timely understand the reasons for the overdue repayment and jointly formulate an emergency plan with relevant departments.
Article 19 the Finance Department of the company shall strengthen the risk management of the guaranteed debt and urge the guaranteed to repay in time.
In case that the debt repayment ability of the guaranteed has changed or will change significantly during the guarantee period, relevant personnel shall report to the Finance Department of the company in time and jointly formulate an emergency plan.
The Finance Department of the company shall urge relevant departments of the company and holding subsidiaries to establish relevant risk management systems.
Article 20 the company shall properly manage the guarantee contract and relevant original materials, conduct timely cleaning and inspection, 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.
Article 21 the company shall assign special personnel to continuously pay attention to the situation of the guaranteed, its financial status and solvency, its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc., and establish relevant financial files.
If it is found that the business condition of the guaranteed is 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 22 after the debts guaranteed to other parties are due, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time. If the guaranteed fails to perform his obligations on time, the company shall take necessary remedial measures in time.
If the guaranteed fails to perform its obligations at the expiration of the debt performance period, resulting in the company as the guarantor bearing the guarantee liability, the company shall timely recover from the guaranteed after assuming the guarantee liability. Article 23 when necessary, the company may organize auditors to inspect and evaluate the integrity, rationality and effectiveness of the company's internal control system related to external guarantees.
When auditing external guarantees, we should focus on the following contents:
(I) whether the external guarantee has performed the examination and approval procedures in accordance with relevant regulations;
(II) whether the guarantee risk is beyond the company's tolerance, and whether the guaranteed party's integrity record, business status and financial status are good;
(III) whether the guaranteed party provides counter guarantee and whether the counter guarantee is enforceable; (IV) whether to assign special personnel to continuously pay attention to the operation and financial status of the guaranteed party. Chapter IV responsibilities of relevant personnel
Article 24 all directors of the company shall review the external guarantees of the company in strict accordance with the provisions of this system and relevant laws, regulations and normative documents, and shall be liable for the losses caused by illegal or improper external guarantees according to law.
Article 25 If the company's management personnel with audit authority in accordance with the provisions of this system do not approve or sign external guarantee contracts without authority or delay in performing their duties in accordance with the specified authority and procedures, resulting in actual losses to the company, the company shall investigate the legal responsibilities of the relevant responsible personnel. If the above-mentioned personnel violate these regulations but do not cause actual losses to the company, the company can still punish the relevant responsible personnel in accordance with the company's regulations.
Chapter V supplementary provisions
Article 26 The term "more than" in this system includes the number and "more than" does not include the number. Article 27 the system shall come into force after being approved by the general meeting of shareholders. The modification of this system shall take effect after being approved by the board of directors and submitted to the general meeting of shareholders.
Article 28 the board of directors of the company shall be responsible for the interpretation of this system.
