Dongguan Aohai Technology Co.Ltd(002993)
Foreign guarantee decision-making system
April 2022
Dongguan Aohai Technology Co.Ltd(002993)
Foreign guarantee decision-making system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as “the company”), effectively control the external guarantee risk of the company, prevent financial risks, ensure the stable operation of the company and promote the healthy and stable development of the company, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the civil code of the people’s Republic of China (hereinafter referred to as “the civil code”) This system is formulated in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines for standardized operation of the main board”) and the Dongguan Aohai Technology Co.Ltd(002993) 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.
The external guarantee mentioned in this system refers to the act that the company provides guarantee for the debtor’s debt to the creditor as a third party. When the debtor fails to perform the debt, the company shall perform the debt or bear the responsibility according to the agreement. The forms of guarantee include guarantee, mortgage and pledge.
The external guarantee mentioned in this system includes the guarantee provided by the company for the holding subsidiary.
The total amount of external guarantee of the company and its holding subsidiaries 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 total amount of external guarantee of the company’s holding subsidiaries.
Article 3 without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee. Branches of the company shall not provide external guarantees, and subsidiaries shall not provide external guarantees without the approval of the company.
Unless otherwise specified in this system and providing guarantee for the holding subsidiary, the company must require the guaranteed party to provide counter guarantee when providing external guarantee, and shall carefully judge the actual guarantee ability and enforceability of the counter guarantee provider.
Article 4 all directors of the company shall prudently treat and strictly control the debt risks arising from the company’s 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 5 the company shall specify the approval authority for the use of the seal related to the guarantee matters in the seal custody and use management system, and make the seal use registration related to the guarantee matters.
Chapter II qualification of guaranteed Enterprises
Article 6 the company can 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 actual or potential important business relationship with the company;
(III) wholly owned company, holding subsidiary and joint stock company of the company.
Although it does not meet the conditions listed above, but the company believes that it needs to develop its business and cooperative relationship, the applicant guarantor can provide guarantee with the consent of the general meeting of shareholders.
Article 7 in addition to meeting the provisions of Article 6, the guaranteed enterprise must also meet the following conditions:
(I) qualified as a borrower, and the loan and capital investment comply with the relevant provisions of national laws and regulations and bank loan policies;
(II) good credit and strong capital strength;
(III) it has strong operation and management ability, the products have good sales and market prospects, and the projects invested with borrowed funds have high economic benefits;
(IV) the guaranteed assets have sufficient cash flow to repay the principal and interest during the short-term period;
(V) if the guaranteed enterprise is an enterprise other than the holding subsidiary of the company, it shall provide counter guarantee (excluding mutual guarantee enterprises).
Article 8 except for the holding subsidiary of the company, the company shall not provide guarantee for the applicant under any of the following circumstances:
(I) the property right is unknown, the restructuring has not been completed or the establishment does not comply with national laws and regulations or national industrial policies;
(II) providing false financial statements and other materials;
(III) the company guarantees for it for the last time, resulting in overdue debts, arrears of interest, etc;
(IV) losses for two consecutive years;
(V) the business condition has deteriorated and the reputation is bad;
(VI) failing to implement the effective property used for counter guarantee;
(VII) the company believes that the guarantee may have other damages to the interests of the company or shareholders.
Article 9 the company provides guarantees for its holding subsidiaries and joint-stock companies, and other shareholders of the holding subsidiaries and joint-stock companies shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution. If the shareholder fails to provide the same guarantee or counter guarantee and other risk control measures to the company’s holding subsidiary or joint-stock company according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons, and fully explain whether the guarantee risk is controllable and whether it damages the interests of the company on the basis of analyzing the operation and solvency of the guarantee object.
Chapter III Procedures for examination and approval of external guarantees
Article 10 the highest decision-making body of the company’s external guarantee is the general meeting of shareholders of the company. The board of directors exercises the decision-making power of external guarantee in accordance with the articles of association and other provisions on the approval authority of the board of directors. If the prescribed authority is exceeded, the board of directors shall put forward a proposal 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 11 before the company decides to guarantee, the relevant departments of the company shall carefully investigate the operation, financial status and credit status of the guaranteed, review and verify the basic data provided by the guarantee applicant and counter guarantor, fully analyze the financial status of the guarantor and counter guarantor, the legitimacy of the guarantee matters, the interests and risks of the guarantee matters, form a report on the guarantee matters, and submit it to the general manager of the company for review, And perform the corresponding review and approval procedures in accordance with the provisions of this system.
Article 12 the company shall continue to pay attention to the financial status and solvency of the guaranteed. In case of serious deterioration of the operation status of the guaranteed or major events such as dissolution and division of the company, the board of directors of the company 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 the debt repayment obligation within a limited time
Article 13 before signing the guarantee contract, the applicant shall submit a guarantee application to the relevant departments of the company, stating the debt status to be guaranteed, the corresponding business or project, risk assessment and prevention, and provide the following materials:
(I) basic information of the enterprise (including enterprise name, registered address, legal representative, business scope, affiliated relationship with the company and other relationships);
(II) main contracts related to the loan and materials related to the main contract;
(III) counter guarantee scheme and basic information;
(IV) guarantee method, term, amount and other contents related to the guarantee contract;
(V) recent audited financial report, source and plan of repayment funds, and analysis of repayment ability;
(VI) whether there is non-performing loan record in the main deposit bank;
(VII) description of no major litigation, arbitration or administrative punishment;
(VIII) other important information deemed necessary by the company.
Article 14 the counter guarantee provided by the applicant for guarantee shall generally not be less than the amount of guarantee provided by the company. The company shall refuse to provide a guarantee if the property of the guaranteed party that has set a counter guarantee is prohibited from circulation or non transferable by laws and regulations.
The financial department of the company shall coordinate and urge the guarantee applicant to implement the counter guarantee measures.
Article 15 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 16 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation and approval 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 of the listed company;
(II) any guarantee provided after the total amount of guarantee provided by the listed company and its holding subsidiaries exceeds 50% of the latest audited net assets of the listed company;
(III) any guarantee provided after the total amount of guarantee provided by the listed company and its holding subsidiaries exceeds 30% of the total audited assets of the listed 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 of a listed company 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 17 the company provides guarantees to its holding subsidiaries. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can estimate the total amount of new guarantees for the two types of subsidiaries with an asset liability ratio of more than 70% and an asset liability ratio of less than 70% in the next 12 months, and submit them to the general meeting of shareholders for deliberation.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time, and the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 18 the company provides guarantee to its joint venture or associated enterprise and meets the following conditions at the same time. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can reasonably predict the specific objects to be guaranteed and the corresponding new guarantee amount in the next 12 months and submit them to the general meeting of shareholders for deliberation:
(I) the guaranteed person is not a director, supervisor, senior manager, shareholder holding more than 5%, actual controller and legal person or other organization controlled by the listed company;
(II) each shareholder of the guaranteed shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
When the aforesaid guarantee matters actually occur, the listed company shall disclose them in time, and the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 19 If the company estimates the guarantee amount to its joint venture or associated enterprise and meets the following conditions, it can adjust the guarantee amount between its joint venture or associated enterprise, but the total amount of adjustment shall not exceed 50% of the total estimated guarantee amount:
(I) the single adjustment amount of the transferred party shall not exceed 10% of the latest audited net assets of the listed company;
(II) for the guarantee object with asset liability ratio exceeding 70% at the time of adjustment, the guarantee amount can only be obtained from the guarantee object with asset liability ratio exceeding 70% (when the guarantee amount is considered by the general meeting of shareholders);
(III) when the transfer occurs, the transferred party does not have overdue liabilities;
(IV) each shareholder of the transferred party shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
The company shall disclose the aforesaid adjustment in a timely manner when it actually occurs.
Article 20 for the guarantee matters that should be submitted to the general meeting of shareholders for deliberation, when judging whether the asset liability ratio of the guaranteed exceeds 70%, it shall be subject to the higher of the audited financial statements of the guaranteed party in the latest year or the data in the latest financial statements.
Article 21 Where the scope of the consolidated statements of the company is changed due to transactions or related party transactions, if the company provides guarantees to related parties after the completion of the transaction, it shall perform corresponding review procedures and disclosure obligations on the relevant related party guarantees. If the board of directors or the general meeting of shareholders fails to consider and approve the above-mentioned related party guarantees, all parties to the transaction shall take effective measures such as early termination of guarantees or cancellation of related transactions or related transactions to avoid the formation of illegal related party guarantees.
Article 22 Where a holding subsidiary of a company provides a guarantee for a legal person or other organization within the scope of the company’s consolidated statements, the company shall disclose it in time after the holding subsidiary performs the deliberation procedures.
Where a holding subsidiary of the company provides a guarantee for an entity other than the entity specified in the preceding paragraph, it shall be deemed that the company provides a guarantee and shall comply with the relevant provisions of this system.
Article 23 the counter guarantee provided by the company and its holding subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and the corresponding review procedures and information disclosure obligations shall be performed based on the amount of the counter guarantee provided by the company and its holding subsidiaries, except for the counter guarantee provided by the company and its holding subsidiaries for the guarantee based on its own debts.
Article 24 external guarantees other than those mentioned in Articles 17, 18 and 19 of the system shall be considered and approved by the board of directors.
When the board of directors deliberates on external guarantees, it shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and more than two-thirds of the independent directors.
If there is a connection between a director and the matters under consideration, the director shall not participate in the voting. In addition to the approval of more than half of all non connected directors, the voting shall also be approved by more than two-thirds of the non connected directors attending the meeting of the board of directors. If the number of non affiliated directors is less than 3, it shall be submitted to the general meeting of shareholders for deliberation.
Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee.
Article 25 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters (except the guarantee provided to the subsidiaries within the scope of merger), and can hire an accounting firm to check the accumulated and current external guarantee of the company when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 26 the external guarantee of the company must be in written form. Guarantee contracts, counter guarantee contracts and other relevant legal documents shall have the contents required by laws, regulations and normative documents.
When a guarantee contract is concluded, the responsible person must comprehensively and carefully review the main contract, guarantee contract, counter guarantee contract and other legal documents, and require the other party to modify the terms that violate laws, regulations, the articles of association, relevant resolutions of the general meeting of shareholders or the board of directors and impose unreasonable obligations on the company or cannot predict risks. If the other party refuses to modify, the responsible person shall refuse to provide guarantee for it and report to the general meeting of shareholders or the board of directors of the company.
The chairman of the company or his authorized representative shall sign on behalf of the company according to the deliberation and approval of the board of directors or the general meeting of shareholders
