Guangdong Enpack Packaging Co.Ltd(002846)
Guangdong Enpack Packaging CO., LTD
Measures for the administration of external guarantees
Shantou, Guangdong
April, 2002
catalogue
Chapter I General Provisions Chapter II Conditions of external guarantee Chapter III Procedures for the performance of external guarantees Chapter IV Risk Management Chapter V disclosure of external guarantee information Chapter VI responsibility of responsible person 7 Chapter VII Supplementary Provisions seven
Guangdong Enpack Packaging Co.Ltd(002846)
Measures for the administration of external guarantees
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as “the company” or “the company”), effectively prevent the external guarantee risk of the company and ensure the safety of the company’s assets, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) These measures are formulated in combination with the actual situation of the company in accordance with the provisions of the civil code of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and other relevant laws, regulations, normative documents and the Guangdong Enpack Packaging Co.Ltd(002846) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the external guarantee mentioned in these Measures refers to the guarantee, asset mortgage, pledge and other forms of guarantee provided by the company and its holding subsidiaries for other units or individuals with their own assets or credit, including the guarantee of the company to its holding subsidiaries. The types of guaranteed debts include but are not limited to applying for bank credit line, bank loan, opening letter of credit, bank acceptance bill and bank guarantee, etc.
Article 3 the company’s external guarantee shall be subject to unified management, and the guarantee risk shall be strictly controlled in accordance with the principles of equality, legality, prudence, mutual benefit and safety. 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 4 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 liability for the losses arising from the illegal or improper external guarantee to the company according to law. Article 5 the company implements unified management on the external guarantee of its subsidiaries. Without the approval of the company, its subsidiaries shall not provide external guarantee or mutual guarantee. The term “subsidiaries” as mentioned in these Measures refers to wholly-owned subsidiaries, holding subsidiaries and subsidiaries over which the company has actual control.
The external guarantee of the company’s holding subsidiary shall be regarded as the act of the company, and its external guarantee shall be implemented in accordance with these measures. The holding subsidiary of the company shall timely notify the company to perform relevant information disclosure obligations or approval procedures after the resolution is made by its board of directors or shareholders (general meeting).
Article 6 unless the company provides counter guarantee, when providing guarantee for others, the company must take necessary measures such as counter guarantee to prevent risks, and carefully judge the actual guarantee ability and enforceability of the counter guarantee provider. The counter guarantee provider shall have the ability to actually bear the debt, and the counter guarantee provided by it must be equal to the amount guaranteed by the company.
Article 7 the independent directors of the company shall make special explanations on the company’s accumulated and current external guarantees in the annual report, and express independent opinions.
Chapter II Conditions for external guarantee
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.
The above units must have strong solvency and comply with the relevant provisions of these measures.
Article 9 Where the company considers it necessary to develop business contacts and cooperative relations with the guarantor applicant and the guarantee risk is small, although it does not meet the conditions listed in Article 8 of these measures, the company may provide guarantee for it with the consent of more than two-thirds of the members of the board of directors or after deliberation and approval by the general meeting of shareholders in accordance with the authority specified in the articles of association. Chapter III Procedures for the performance of external guarantees
Section I examination of guarantee objects
Article 10 before deciding to provide guarantee for others or submitting it to the shareholders’ meeting for voting, the board of directors of the company shall master the credit status of the debtor and fully analyze the interests and risks of the guarantee.
Article 11 the responsible unit for the examination of the guarantee object is the financial department of the company. The handler shall investigate and verify the operation and financial status, project status, credit status and industry prospect of the guarantor according to the basic information provided by the guarantor, and form a written opinion. After the opinion is approved by the financial director, the relevant information and written opinion shall be submitted to the Secretary of the board of directors of the company.
The basic information to be provided by the guarantor shall include but not limited to the following:
(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) the original and copy of the main contract related to the guarantee;
(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 the Secretary of the board of directors shall submit the above-mentioned materials and opinions to the board of directors for deliberation. The board of directors may, when necessary, hire an external professional institution to assess the risk of the implementation of external guarantee as the basis for the decision-making of the board of directors or the general meeting of shareholders. For the external guarantee to be approved by the general meeting of shareholders, the board of directors shall submit the above materials and opinions to the general meeting of shareholders for deliberation after deliberation and approval.
Article 13 the board of directors or the general meeting of shareholders of the company shall deliberate and vote on the guarantee matters, 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 information provided in the financial and accounting documents in the last three years;
(III) the company has provided guarantee for it, but there have been overdue and interest arrears, which have not been repaid or effective treatment measures can not 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 Where a subsidiary of the company provides external guarantee, the functional management department of the company shall fully analyze the risk of the guarantee and review it in accordance with Articles 11, 12 and 13 of these measures. After the approval of the company, the subsidiary shall perform its own approval procedures.
Section 2 examination and approval authority of external guarantee
Article 15 the following guarantee acts of the company shall 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 company’s 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 listed company in the latest period.
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70% according to the data of the latest financial statements;
(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 related parties and other related parties;
(VII) other guarantees required by the stock exchange or the articles of association to be deliberated by the general meeting of shareholders. When the board of directors deliberates the guarantee matters, in addition to being deliberated and approved by more than half of all directors, it shall also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution, which shall be disclosed to the public in a timely manner. When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the proposal to provide guarantee for shareholders, actual controllers and their related parties, such shareholders or shareholders controlled by such 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 16 external guarantees that fail to reach the authority of the general meeting of shareholders shall be deliberated and approved by the board of directors. For the guarantee matters within the authority of the board of directors, in addition to the approval of more than half of all directors, it shall also be approved by more than two-thirds of the directors attending the meeting of the board of directors and more than two-thirds of all independent directors.
Article 17 any guarantee provided by the company for related parties, regardless of the amount, shall be disclosed in time after being deliberated and approved by the board of directors and submitted to the general meeting of shareholders for deliberation.
Where the company provides guarantee for shareholders holding less than 5% of the shares, the provisions of the preceding paragraph shall apply, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders.
Article 18 where related party guarantees are involved, the related directors shall not exercise the voting right on the resolution, nor shall they exercise the voting right on behalf of other directors. The meeting of the board of directors shall be attended by more than half of the non related directors and voted by more than two-thirds of the non related directors; If the number of non affiliated directors attending the board of directors is less than three, the guarantee shall be submitted to the general meeting of shareholders for deliberation.
Article 19 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 verify 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 in time.
Section 3 conclusion of guarantee contract
Article 20 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. Article 21 when a guarantee contract is concluded, the person in charge of the handling department 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 person in charge of the handling department shall refuse to provide guarantee for it and report to the board of directors or the general meeting of shareholders through the Secretary of the board of directors.
Article 22 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.
Article 23 when accepting counter guarantee mortgage and counter guarantee pledge, the financial department of the company shall be responsible for improving the relevant legal procedures and must go through the registration of mortgage or pledge in time.
Article 24 the company shall properly manage the guarantee contract, counter guarantee contract and relevant original materials, timely clean up and inspect them, and regularly check with banks and other relevant institutions to ensure that the archived materials are complete, accurate and effective, and pay attention to the timeliness and duration of the guarantee. In the process of contract management, any abnormal contract not approved by the deliberation procedures of the board of directors or the general meeting of shareholders shall be reported to the board of directors and the board of supervisors in time.
Chapter IV Risk Management
Article 25 the company shall assign special personnel to 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.
Article 26 If it is found that the business condition of the guaranteed person has deteriorated seriously or major events such as division, dissolution and bankruptcy of the company occur, the relevant responsible person of the company shall report to the board of directors in time. The board of directors shall take effective measures to minimize the loss.
Article 27 after the debts guaranteed to others are 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 obligations on time, the company shall take necessary remedial measures in time. If the guaranteed cannot perform the contract and the secured creditor claims to assume the guarantee liability to the company, the Finance Department of the company shall immediately start the recovery procedure and notify the Secretary of the board of directors, who shall immediately report to the board of directors of the company.
After performing the guarantee obligation for the debtor, the company shall take effective measures to recover from the debtor. The financial 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 28 the company shall take necessary measures in time to effectively control risks when 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 29 the finance department shall take effective measures according to other possible risks, put forward corresponding treatment measures, submit them to the financial director for approval, and then submit them to the board of directors and the board of supervisors of the company according to the situation.
Article 30 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.
Article 31 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the person in charge and the finance department shall request the company to participate in the distribution of bankruptcy property and exercise the right of recovery in advance.
Article 32 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.
