External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee behavior of Tong Petrotech Corp(300164) (hereinafter referred to as the “company”), strictly control the external guarantee risk of the company and protect the legitimate rights and interests of shareholders and investors, this system is formulated in accordance with the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem and other laws and regulations, as well as the provisions of Tong Petrotech Corp(300164) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the external guarantee of the company and its holding subsidiaries.
Article 3 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.
The total amount of external guarantees of the company and its holding subsidiaries referred to 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.
Chapter II Basic Principles of external guarantee
Article 4 the company shall follow the principles of equality, voluntariness, fairness, good faith and mutual benefit in providing guarantee for others. No unit or individual may force the company to provide guarantee for others, and the company has the right to refuse to force it to provide guarantee for others.
Article 5 all directors shall prudently treat and strictly control the debt risk arising from external guarantee, and bear joint and several liabilities for the losses arising from illegal or improper external guarantee according to law. The controlling shareholder and other related parties shall not force the company to provide guarantee for others.
Article 6 the external guarantee of the company must be deliberated by the board of directors or the general meeting of shareholders.
Article 7 when providing guarantee for others, the company shall take necessary measures such as counter guarantee to prevent risks. Chapter III approval procedures and authority of external guarantee
Article 8 the company’s external guarantee management adopts a multi-level audit and supervision system. The financial management center of the company is the audit and daily management department of the company’s external guarantee, which is responsible for accepting and reviewing all guarantee applications submitted by the guaranteed party, as well as the daily management and continuous risk control of external guarantee. The office of the board of directors of the company is the Department in charge of the compliance review and relevant information disclosure of the company’s external guarantee, which is responsible for the compliance review of the company’s external guarantee, submitting it to the board of directors or the general meeting of shareholders for approval, and performing relevant information disclosure obligations. Office of the board of directors of the financial management center
Article 9 when applying for a guarantee from the company, the guaranteed shall provide relevant materials, including the financial report of the guaranteed for the past three years, the financial forecast for the next year, the detailed statement of loan repayment (including interest payment) and relevant contracts, the profile of the company’s senior management, bank credit, detailed statement of external guarantee, detailed statement of asset mortgage / pledge, relevant contracts of investment projects and feasibility analysis report.
Article 10 after receiving the application and investigation materials of the guaranteed enterprise, the financial management center of the financial management center shall fully analyze the credit status of the guaranteed enterprise, the interests and risks of the guarantee, investigate the production and operation status, financial status, investment project progress and personnel of the guaranteed enterprise, and evaluate the profitability, solvency Evaluate the growth ability, put forward suggestions on whether to provide guarantee, counter guarantee, specific methods and guarantee amount, clarify the audit opinions, and submit them to the office of the board of directors for compliance review after being reviewed and approved by the president. After the review is passed, the office of the board of directors shall prepare relevant proposals, submit them to the board of directors or the general meeting of shareholders for deliberation according to the approval authority specified in the system, and issue the resolutions of the board of directors or the general meeting of shareholders. CEO.
Article 11 the external guarantee of the company in the office of the board of directors shall be reviewed and approved by the board of directors. When the board of directors deliberates on external guarantees, it must be approved by more than two-thirds of the directors present at the meeting of the board of directors.
Article 12 Where the affiliated guarantee is involved, the affiliated director shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The meeting of the board of directors can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors; If the number of non affiliated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 13 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. External guarantees subject to the approval of the general meeting of shareholders include but are not limited to the following circumstances: (1) the total amount of external guarantees of the company and its holding subsidiaries reaches or exceeds the latest audited net profit
（2） Any guarantee provided after the total amount of external guarantee of the company reaches or exceeds 30% of the latest audited total assets;
（3） The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
（4） The amount of a single guarantee exceeds 10% of the latest audited net assets;
（5） The guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
（6） The guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds RMB 50 million within 12 consecutive months;
（7） Guarantees provided to shareholders, actual controllers and their related parties;
（8） Other guarantees that shall be deliberated and approved by the general meeting of shareholders in accordance with laws, regulations and the articles of association. Article 14 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. If 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.
Article 15 if the amount of the company’s external guarantee within one year exceeds 30% of the company’s latest audited total assets, it shall be approved by a special resolution of the general meeting of shareholders.
Article 16 after the decision of the board of directors and / or the general meeting of shareholders, the chairman or the person authorized by the chairman shall sign the guarantee contract. The guarantee contract and counter guarantee contract shall be concluded in writing. The content and form of the guarantee contract and counter guarantee contract shall comply with the provisions of the civil code of the people’s Republic of China and other relevant laws and regulations, and the main terms shall be clear and unambiguous.
Article 17 the terms of all guarantee contracts shall be reviewed by the office of the board of directors and the legal department of the company, and if necessary, by the law firm hired by the company to determine their legitimacy and effectiveness.
Chapter IV Risk Management of guarantee
Article 18 in the process of providing guarantee, the company shall follow the principle of risk control, and strictly control the guarantee liability limit of the guaranteed enterprise while assessing the risk of the guaranteed enterprise. The company shall investigate the operation and reputation of the guaranteed. The board of directors of the company shall carefully consider and analyze the financial status, operation status, industry prospect and credit situation of the guaranteed party, and make decisions prudently according to law. The company may, when necessary, hire an external professional organization to assess the risk of implementing external guarantee, which can be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 19 the company shall improve its internal control system. Without the resolution of the general meeting of shareholders or the board of directors, the directors, President and senior managers of the company, and the directors and senior managers of the holding subsidiaries of the company shall not sign guarantee contracts on behalf of the company or the holding subsidiaries without authorization.
Article 20 the company shall strengthen the management of guarantee contracts. To guarantee for others, a written contract shall be concluded. The guarantee contract shall be properly kept by the financial management center in accordance with the internal management regulations of the company, and shall be timely notified to the board of supervisors, the president and the Secretary of the board of directors.
Article 21 if the directors, President and other senior managers of the company sign the guarantee contract without authorization according to the prescribed procedures, causing damage to the company, the company shall investigate the responsibilities of the parties concerned.
Article 22 for the project loan of the guaranteed enterprise, the company shall require to open a co managed account with the guaranteed enterprise for special use.
Article 23 for external guarantee, the company must require the other party to provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity.
Article 24 the company shall require the guaranteed enterprise to provide effective assets, including fixed assets, equipment, machinery, real estate, etc. for mortgage or pledge, and earnestly implement counter guarantee measures.
During the guarantee period, the company shall do a good job in tracking and monitoring the financial status of the guaranteed enterprise and the changes of mortgaged / pledged property, and inspect the guaranteed enterprise regularly or irregularly; The financial management center of the company shall continuously pay attention to the situation of the guaranteed, collect the latest financial information and audit report of the guaranteed, regularly analyze its financial status and solvency, pay attention to its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc., establish relevant financial files and report to the board of directors regularly. One month before the debt of the guaranteed enterprise is due, the financial management center shall issue a notice to urge the guaranteed enterprise to repay.
Article 25 If the guaranteed fails to fulfill the repayment obligation after the debt is due, the company shall implement counter guarantee measures by the financial management center in conjunction with the office of the board of directors within 10 working days after the debt is due. During the guarantee period, in case of institutional change, cancellation, bankruptcy and liquidation of the guaranteed, the company shall exercise the right of debt recovery in accordance with relevant laws and regulations.
Article 26 the debt recovery procedure shall be led by the office of the board of directors, which shall transmit the recovery to the financial management center for filing within 5 working days after the commencement of the debt recovery procedure and 2 working days after the completion of the recovery.
Article 27 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 procedures and information disclosure obligations.
Chapter V Information Disclosure of external guarantee
Article 28 the company shall, in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the relevant provisions of this system, earnestly perform the obligation of information disclosure of external guarantees, and shall truthfully provide the company’s overall external guarantees to certified public accountants in accordance with the provisions.
Article 29 the external guarantees examined and approved by the board of directors or the general meeting of shareholders of the company shall be timely disclosed on the website designated by the CSRC and the company’s website and / or the newspaper designated by the CSRC. The contents disclosed 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 information disclosure date, the total amount of guarantees provided by the company to its holding subsidiaries The above amounts respectively account for the proportion of the company’s latest audited net assets, etc.
Article 30 for the external guarantee of the company’s holding subsidiary, the company shall timely notify the company to perform the obligation of information disclosure after the resolution of its board of directors or general meeting of shareholders is made.
Article 31 If the guaranteed fails to fulfill the repayment obligation within 15 working days after the debt is due, or the guaranteed goes bankrupt, liquidates or other circumstances that seriously affect its repayment ability, the company shall disclose it in time.
Article 32 in the annual report, the independent directors of the company shall make special explanations on the company’s accumulated and current external guarantees and the implementation of this system, and express independent opinions.
Chapter VI supplementary provisions
Article 33 in case of matters not covered in these rules or conflict with the provisions of relevant laws, regulations, normative documents or the articles of Association issued from time to time, the provisions of laws, regulations, normative documents or the articles of association shall prevail.
Article 34 for the revision of this system, the board of directors shall propose a revised draft and submit it to the general meeting of shareholders for deliberation and approval
Article 35 the terms “above” and “within” in this system include this number; “Over”, “below” and “more than” do not include this number
Article 36 the board of directors shall be responsible for the interpretation of this system.
Article 37 the system shall come into force on the date of deliberation by the general meeting of shareholders.
Tong Petrotech Corp(300164) April 2002
