External guarantee system
catalogue
Chapter I General Provisions
Chapter II examination and approval authority and procedures of external guarantee
Chapter III daily management of external guarantee
Chapter IV information disclosure of external guarantee
Chapter V supplementary provisions
Chapter I General Provisions
Article 1 in order to strengthen the management of external guarantee of Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as the “company”), control and reduce the guarantee risk and ensure the safety of the company’s assets, in accordance with the company law of the people’s Republic of China, the guarantee law of the people’s Republic of China, the property law of the people’s Republic of China and other laws and regulations, as well as the relevant provisions of the Guangdong Ellington Electronics Technology Co.Ltd(603328) articles of Association (hereinafter referred to as the “articles of association”), This system is formulated in combination with the actual situation of the company.
Article 2 the term “external guarantee” as mentioned in this system refers to the guarantee provided by the company for others, including the guarantee provided by the company to its holding subsidiaries
Article 3 the company shall not provide guarantee for any unincorporated entity or individual.
Article 4 the company’s external guarantee shall be subject to unified management. No one shall provide any guarantee without the approval of the board of directors or the general meeting of shareholders.
Article 5 the branches of the company shall not provide external guarantees.
Without the approval of the board of directors or the general meeting of shareholders of the subsidiary, the subsidiary shall not provide external guarantee or mutual guarantee.
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 when providing external guarantee, the company shall take necessary measures such as counter guarantee to prevent risks, and the provider of counter guarantee shall have the actual bearing capacity.
Article 8 the directors of the company shall prudently treat and strictly control the debt risk arising from the guarantee.
Chapter II examination and approval authority and procedures of external guarantee
Article 9 the guaranteed shall meet the following conditions:
(I) mutual insurance units required by the company’s business or units with important business relations with the company;
(II) having independent legal personality;
(III) clear property right relationship;
(IV) there is no situation that cannot exist legally;
(V) the financial information provided is true and complete;
(VI) there are no other major risks considered by the company.
Article 10 when applying for guarantee, the guaranteed shall submit the following materials:
(I) basic information of the enterprise, 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 loan;
(V) conditions and relevant materials for applying for the guarantor to provide counter guarantee;
(VI) proof that there is no potential and ongoing major litigation, arbitration or administrative punishment; (VII) other important information.
Article 11 the Finance Department of the company shall investigate and verify the operation status, financial status, project status, credit status and industry prospect of the guaranteed according to the basic information provided by the guaranteed, issue written and clear consent or objection to the external guarantee, and report the relevant guarantee matters to the board of directors or the general meeting of shareholders for approval.
Article 12 the board of directors or the general meeting of shareholders of the company shall deliberate and vote on external guarantees. No guarantee shall be provided for the guaranteed under any of the following circumstances or if the information provided is insufficient:
(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, the reputation is bad, and there is no sign of improvement;
(V) failing to implement the effective property used for counter guarantee;
(VI) other circumstances in which the guarantee cannot be provided.
Article 13 for external guarantee, the company must require the other party to seek a third party to provide counter guarantee, and the provider of counter guarantee has actual bearing capacity.
Article 14 the external guarantee of the company shall be deliberated and approved by the board of directors or the general meeting of shareholders. External guarantees 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.
Article 15 the following external guarantees of the company must be examined and approved by the board of directors:
(I) provide the company with an asset mortgage of no more than 30% of the latest audited net assets; (II) the guarantee provided that the total external guarantee of the company and its holding subsidiaries does not exceed 50% of the latest audited net assets;
(III) the total amount of external guarantees of the company shall not exceed 30% of the total assets audited in the latest period; (IV) the company’s guarantee amount within one year shall not exceed 30% of the company’s latest audited total assets;
(V) guarantee provided for the guarantee object whose asset liability ratio does not exceed 70%;
(VI) guarantee with a single guarantee amount not exceeding 10% of the latest audited net assets.
When the board of directors deliberates the guarantee, it shall be deliberated and approved by more than three-quarters of the directors present at the meeting of the board of directors; If it involves providing guarantee for related parties, it must be approved by more than two-thirds of non related directors.
Article 16 the following external guarantees of the company must be deliberated and approved by the general meeting of shareholders:
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets.
(II) any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets.
(III) the guarantee amount of the company within one year exceeds 30% of the company’s total assets audited in the latest period.
(IV) guarantee provided for guarantee objects with asset liability ratio exceeding 70%.
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets.
(VI) guarantees provided to shareholders, actual controllers and their related parties.
When the general meeting of shareholders deliberates the guarantee proposal for related parties, the relevant shareholders shall withdraw from voting at the general meeting of shareholders, 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 Item (II) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 17 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.
Article 18 the independent directors of the company shall express independent opinions on the current and cumulative external guarantees of the year.
Article 19 for external guarantee, the company shall sign a guarantee contract in accordance with the provisions of relevant laws, regulations and rules. The guarantee contract shall at least include the following contents:
(I) type and amount of principal creditor’s rights guaranteed;
(II) the time limit for the debtor to perform its obligations;
(III) guarantee method;
(IV) scope of guarantee;
(V) guarantee period;
(VI) other matters that the parties consider necessary to be agreed.
If the external guarantee object applies for guarantee from multiple parties at the same time, the company shall clearly stipulate the guarantee share of the company in the guarantee contract and implement the guarantee responsibility.
Article 20 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. Without the approval and authorization of the general meeting of shareholders or the board of directors, no one shall sign any guarantee contract or other types of legal instruments on behalf of the company in the name of the company.
Article 21 if the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed by it, it shall be used as a new external guarantee and re perform the guarantee approval procedure.
Chapter III daily management of external guarantee
Article 22 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 approval of the guarantee contract, the signing of the counter guarantee contract, follow-up management and the management of external guarantee files.
Article 23 The Finance Department of the company shall assign special personnel to continuously pay attention to the situation of the guaranteed and collect the financial data of the guaranteed on a monthly basis; Collect the audit reports of the guaranteed on an annual basis, regularly analyze its financial status and solvency, and pay attention to its daily production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc.
The company shall take necessary measures in time to effectively control risks when it finds evidence that the guaranteed person has lost or may lose the ability to perform debts; If it is found that creditors and debtors collude maliciously to damage the interests of the company, they shall immediately take measures such as requesting confirmation of the invalidity of the guarantee contract; If economic losses are caused due to the breach of contract by the guaranteed, it shall recover from the guaranteed in time.
Article 24 when the company provides guarantee for others, when the guaranteed fails to fulfill the repayment obligation in time after the debt is due, or the guaranteed goes bankrupt or liquidates, the Finance Department of the company shall timely and continuously understand the debt repayment of the guaranteed, and prepare to start the counter guarantee recovery procedure after knowing it. When the creditor claims to bear the guarantee liability to the company, the company shall immediately start the counter guarantee recovery procedure.
Article 25 after the company performs the guarantee obligation for the debtor, the Finance Department of the company shall take effective measures to recover from the debtor.
Article 26 If the company, as a guarantor, has two or more guarantors for the same debt and agrees to bear the guarantee liability according to the share, it shall refuse to bear the additional guarantee liability beyond the share agreed by the company.
Chapter IV guarantee information disclosure
Article 27 the Secretary of the board of directors is the person responsible for the disclosure of the company’s external guarantee information. The office of the board of directors is responsible for the disclosure, confidentiality, preservation and management of relevant information, which shall be implemented in accordance with the Guangdong Ellington Electronics Technology Co.Ltd(603328) information disclosure management system and the relevant provisions of the CSRC and the stock exchange on which the company is listed.
Article 28 the relevant units of the company shall take necessary measures to minimize the insiders of the guarantee information before it is publicly disclosed according to law.
Any person who legally or illegally knows the company’s guarantee information shall have the obligation of confidentiality until the date of public disclosure of such information according to law, otherwise he will bear the legal liability arising therefrom.
Chapter V supplementary provisions
Article 29 If the relevant responsible person of the company violates the relevant provisions of this system, the company will give the relevant responsible person a warning, record a demerit, remove his post and other sanctions according to the seriousness of the circumstances, and can put forward appropriate compensation claims. If the circumstances are serious, the company shall report to the regulatory authority for investigation and punishment.
More than the number mentioned in Article 30 of this system; “Over” does not include this number; “Below” does not include this number.
The term “total amount of external guarantees of the company and its holding subsidiaries” as mentioned in this system refers to the sum of the total amount of external guarantees of the company, including the guarantee of the company to its holding subsidiaries, and the total amount of external guarantees of the company’s holding subsidiaries.
Article 31 Where there are no provisions in this system or are inconsistent with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association, the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association shall prevail.
Article 32 the system shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company. The system shall be interpreted by the board of directors of the company.
Guangdong Ellington Electronics Technology Co.Ltd(603328) April 2022
