Dawning Information Industry Co.Ltd(603019)
External guarantee system
(April 2022)
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Dawning Information Industry Co.Ltd(603019) (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, according to the company law of the people’s Republic of China, the civil code of the people’s Republic of China and the stock listing rules of Shanghai Stock Exchange Regulations of the Securities Regulatory Commission of the people’s Republic of China (hereinafter referred to as “CSRC’s regulations on the supervision and administration of listed companies”) and the “Regulations of the Securities Regulatory Commission of the people’s Republic of China (hereinafter referred to as” CSRC’s regulations on the supervision and administration of listed companies “).
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 authority and procedures of external guarantee
Article 8 the functional departments of the company responsible for external guarantee matters include the finance department, the securities legal department and the audit department.
Article 9 when applying for guarantee from the company, the guaranteed shall provide relevant materials, including the balance sheet, profit and loss statement and cash flow statement of the guaranteed in recent three years, financial forecast for the next year, detailed statement of loan repayment (including interest payment) and relevant contracts, brief introduction of senior managers of the company, 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 finance department shall fully analyze the credit status of the guaranteed enterprise, the interests and risks of the guarantee, conduct on-site investigation on the production and operation status, financial status, investment project progress and personnel of the guaranteed enterprise, and evaluate the profitability, solvency and growth ability of the guaranteed enterprise through various assessment indicators, Put forward suggestions on whether to provide guarantee, counter guarantee, specific methods and guarantee amount, which shall be reported to the board of directors after being reviewed and approved by the president.
Article 11 after the general meeting of shareholders or the board of directors of the company makes a guarantee resolution, the securities legal department shall review the legal documents related to the main creditor’s right contract, guarantee contract and counter guarantee contract, and the securities legal department shall sign a written guarantee contract with the main creditor and a written counter guarantee contract with the counter guarantee provider on behalf of the company.
Article 12 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 reviewed 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) guarantees with a single guarantee amount exceeding 10% of the latest audited net assets;
（2） Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
（3） Any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 30% of the latest audited total assets;
（4） 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;
（5） The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
（6） Guarantees provided to shareholders, actual controllers and their affiliates;
（7） Other guarantees that should be considered by the general meeting of shareholders as stipulated by laws and regulations, Shanghai Stock Exchange and the articles of association.
When the general meeting of shareholders of the company deliberates the guarantee in Item (IV) 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 13 in addition to being deliberated and approved by more than half of all non affiliated directors, providing guarantee for affiliated persons shall also be deliberated and approved by more than two-thirds of the non affiliated directors attending the meeting of the board of directors, and a resolution shall be made and submitted to the general meeting of shareholders for deliberation. Where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, the controlling shareholder, actual controller and their affiliates shall provide counter guarantee.
Article 14 If the company’s secured party becomes an affiliate of the company due to a transaction or connected transaction, while implementing the transaction or connected transaction, it shall perform the corresponding review procedures and information disclosure obligations on the existing connected guarantee.
Article 15 if the board of directors or the general meeting of shareholders fails to consider and approve the related guarantee matters specified in the preceding paragraph, all parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 16 the external guarantee to be examined and approved by the board of directors shall not only be examined and approved by more than half of all directors, but also be examined and approved by more than two-thirds of the directors attending the meeting of the board of directors, and shall be disclosed in time. Chapter IV Risk Management of guarantee
Article 17 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.
Article 18 the company shall improve its internal control system. Without the resolution of the general meeting of shareholders or the board of directors, directors, President, other senior managers and branches of the company shall not sign guarantee contracts on behalf of the company without authorization.
Article 19 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 securities legal department in accordance with the internal management regulations of the company, and shall be timely notified to the board of supervisors, the Secretary of the board of directors and the audit department.
Article 20 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 21 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 22 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 23 the company shall require the guaranteed enterprise to provide effective assets, including fixed assets, equipment, machinery, real estate, etc. for mortgage or pledge, and effectively implement counter guarantee measures.
During the period of guarantee, the financial status of the guaranteed enterprise and the pledged property of the company shall be monitored regularly; One month before the debt of the guaranteed enterprise is due, the finance department shall issue a notice urging the guaranteed enterprise to repay.
Article 24 If the guaranteed fails to fulfill the repayment obligation after the debt is due, the company shall implement the counter guarantee measures by the finance department in conjunction with the securities legal department 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 25 the debt recovery procedure shall be led by the securities legal department, which shall transmit the recovery to the audit department for filing within 5 working days after the commencement of the debt recovery procedure and 2 working days after the completion of the recovery.
Chapter V Information Disclosure of external guarantee
Article 26 the company shall conscientiously perform the obligation of information disclosure of external guarantees in strict accordance with the Listing Rules of Shanghai Stock Exchange, the articles of association and the relevant provisions of this system, and shall truthfully provide all external guarantees to certified public accountants in accordance with the provisions.
Article 27 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 28 for the external guarantee of the company’s holding subsidiary, it shall timely notify the company to perform the obligation of information disclosure after the resolution of its board of directors or shareholders’ meeting.
Article 29 for the guarantee that meets the disclosure standard, if the guaranteed fails to fulfill the repayment obligation within 15 working days after the maturity of the debt, or the guaranteed goes bankrupt, liquidates or other circumstances that seriously affect its repayment ability, the company shall disclose it in time.
Article 30 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 and that have occurred in the current period, and the implementation of this system, and express independent opinions. Chapter VI supplementary provisions
Article 31 for matters not covered in this system, the company shall implement them in accordance with relevant laws, regulations, normative documents and the articles of association.
Article 32 the system shall come into force on the date of deliberation and approval by the general meeting of shareholders. The modification of this system shall take effect after being approved by the general meeting of shareholders.
Article 33 the board of directors shall be responsible for the interpretation of this system.
