Foreign guarantee decision-making system
Chapter I General Provisions
Article 1 in order to standardize the external guarantee management of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as “the company”), effectively control the external guarantee risk of the company, and protect the financial security of the company and the legitimate rights and interests of investors, In accordance with the civil code of the people’s Republic of China, the company law 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, the guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) , 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 for others, including the guarantee of the company to its holding subsidiaries.
Article 3 the external guarantee of wholly-owned subsidiaries and holding subsidiaries of the company shall be regarded as the behavior of the company, and its external guarantee shall be subject to this system. A subsidiary controlled or actually controlled by the company shall timely notify the company to perform the approval and information disclosure procedures as required after the resolution is made by its board of directors or shareholders’ meeting.
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 directors and senior managers of the company shall carefully treat and strictly control the debt risks arising from the guarantee, and bear joint and several liabilities for the losses arising from the illegal or improper external guarantee according to law.
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 where 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, and the provider of counter guarantee shall have actual bearing capacity. Chapter II examination of external guarantee objects
Article 8 the company may provide guarantee for units with independent legal personality and one of the following conditions:
(I) mutual insurance units required by the company’s business;
(II) units with important business relations with the company;
(III) units with potentially important business relations with the company;
(IV) holding subsidiaries of the company and other units with control relationship.
The above units must have strong solvency and comply with the relevant provisions of this system.
Article 9 if the company considers that it is necessary to develop its business and cooperative relationship with the guarantor who does not meet the conditions listed in Article 8 of this system and the risk is small, the guarantor can be provided with the consent of more than two-thirds of the members of the board of directors or after the deliberation and approval of the general meeting of shareholders.
Article 10 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed before considering the proposal to provide guarantee, carefully consider and analyze the financial status, operation status, credit status and industry prospect of the guaranteed, and make a prudent decision 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.
Article 11 the information on the credit status of an applicant for a guarantor shall at least include the following contents:
(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) there is no potential and ongoing major litigation, arbitration or administrative punishment; (VII) other important information.
Article 12 according to the basic information provided by the guarantor, the company shall organize the investigation and verification of the operation and financial status, project status, credit status and industry prospect of the guarantor, review in accordance with the contract approval procedures, and submit the relevant information to the board of directors or shareholders’ meeting of the company for approval.
Article 13 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 materials 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 board of Directors considers that the guarantee cannot be provided.
Article 14 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 procedures of the company’s external guarantee
Article 15 the general meeting of shareholders of the company is the highest decision-making body of the company’s external guarantee.
Article 16 the board of directors of the company shall exercise the decision-making power of external guarantee in accordance with the provisions of the articles of association on the approval authority of the board of directors for external guarantee. If the approval authority of the board of directors specified in the articles of association is exceeded, the board of directors shall put forward a plan and submit it to the general meeting of shareholders for approval. The board of directors shall organize, manage and implement the external guarantee matters approved by the general meeting of shareholders.
Article 17 the guarantee matters within the authority of the board of directors shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and made a resolution.
Article 18 where the guarantee provided by the company falls into one of the following circumstances, it shall also be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the total audited assets of the company in the latest period;
(IV) the latest financial statement data of the guaranteed object shows that the 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 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.
Article 19 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.
Article 20 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 21 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters, and may employ an accounting firm to check the company’s accumulated and current external guarantee conditions when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 22 for external guarantee, the company must conclude a written guarantee contract and counter guarantee contract. A guarantee contract and a counter guarantee contract shall meet the requirements of the civil code of the people’s Republic of China and other laws and regulations. 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.
Article 23 when a guarantee contract is concluded, the responsible person must comprehensively and carefully examine the signing subject and relevant contents of the main contract, guarantee contract and counter guarantee contract. The other party shall be required to amend the provisions that violate laws, regulations, the articles of association, the relevant resolutions of the board of directors or the general meeting of shareholders and impose unreasonable obligations or unpredictable risks on the company. If the other party refuses to modify, the responsible person shall refuse to provide guarantee for it and report to the board of directors or the general meeting of shareholders of the company.
Article 24 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. No one shall sign a guarantee contract on behalf of the company without the approval and authorization of the general meeting of shareholders or the board of directors. The responsible person shall not sign the guarantee contract beyond his authority or sign or seal as the guarantor in the main contract.
Article 25 the company may sign a mutual insurance agreement with an enterprise legal person that meets the conditions specified in this system. The responsible person shall timely require the other party to truthfully provide relevant financial and accounting statements and other materials that can reflect its solvency.
Article 26 when accepting counter guarantee mortgage and counter guarantee pledge, the financial department of the company, together with the legal affairs management department of the company, shall improve the relevant legal procedures, especially the registration of mortgage or pledge in time. 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 IV administration of external guarantee
Article 28 the specific affairs of external guarantee shall be handled by the financial department of the company and assisted by the securities department.
The main responsibilities of the company’s financial department are as follows:
(I) conduct credit investigation and evaluation on the guaranteed unit;
(II) handle guarantee procedures;
(III) follow up, inspect and supervise the guaranteed unit after external guarantee;
(IV) earnestly do a good job in the filing and management of documents related to the guaranteed enterprise;
(V) timely and truthfully provide all external guarantees of the company to the audit institution of the company in accordance with the regulations;
(VI) handle other matters related to guarantee.
Article 29 in the process of external guarantee, the main responsibilities of the securities department are as follows:
(I) cooperate with the financial department in the credit investigation and evaluation of the guaranteed unit;
(II) be responsible for drafting or legally reviewing all documents related to the guarantee;
(III) be responsible for handling legal disputes related to external guarantee;
(IV) after assuming the guarantee responsibility, the company shall be responsible for handling the recovery of the guaranteed unit;
(V) handle other matters related to guarantee.
Article 30 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. In the process of contract management, if the company finds any abnormal guarantee contract that has not been approved by the deliberation procedures of the board of directors or the general meeting of shareholders, it shall timely report to the board of directors and the board of supervisors and make an announcement.
Article 31 the company shall continue to pay attention to the financial status and solvency of the guaranteed. If it is found that the guaranteed has serious deterioration of business status, overdue debts, insolvency, bankruptcy, liquidation or other situations that seriously affect the repayment ability, the board of directors shall take effective measures in time to minimize the loss. After the debt guaranteed is due, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time. If the guaranteed fails to perform its debt repayment obligations on time, the company shall take necessary remedial measures in time.
Article 32 the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time after the maturity of the externally guaranteed debt. If the guaranteed fails to perform its obligations on time, the company shall take necessary remedial measures in time. Article 33 when the company provides guarantee for others, when the guaranteed fails to perform the repayment obligation in time after the debt is due, or the guaranteed goes bankrupt, liquidates, or the creditor claims that the company performs the guarantee obligation, the handling department of the company shall timely understand the debt repayment of the guaranteed, prepare to start the counter guarantee recovery procedure after knowing it, and notify the Secretary of the board of directors at the same time, The Secretary of the board of directors shall immediately report to the board of directors of the company.
Article 34 If the debts guaranteed by the company need to be extended after maturity and 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.
Article 35 If the guaranteed cannot perform the contract and the secured creditor claims to assume the guarantee liability to the company, the handling department of the company shall immediately start the counter guarantee recovery procedure and notify the Secretary of the board of directors, who shall immediately report to the board of directors of the company.
Article 36 after performing the guarantee obligation for the debtor, the company shall take effective measures to recover from the debtor. The handling department of the company shall notify the Secretary of the board of directors of the recovery at the same time, and the Secretary of the board of directors shall immediately report to the board of directors of the company.
Article 37 the company shall take necessary measures in time to effectively control risks if it finds evidence that the guaranteed has lost or may lose the ability to perform its 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 38 the relevant departments of the company shall take effective measures according to other possible risks, put forward corresponding treatment measures, and submit them to the board of directors and the board of supervisors of the company according to the situation
