Shanghai Step Electric Corporation(002527)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Shanghai Step Electric Corporation(002527) (hereinafter referred to as “the company”), prevent the risk of external guarantee, ensure the safety of the company’s assets and protect the legitimate rights and interests of investors, according to the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China and the civil code of the people’s Republic of China (hereinafter referred to as “the civil code”) This system is hereby formulated in combination with the actual situation of the company, in accordance with the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the relevant provisions of the Shanghai Step Electric Corporation(002527) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the company and its wholly-owned and holding subsidiaries (hereinafter referred to as “subsidiaries”).
Article 3 the term “external guarantee” as mentioned in this system refers to the guarantee, asset mortgage, pledge and other guarantee matters provided by the company for other units or individuals with its own assets or reputation, including the guarantee of the company to its subsidiaries. The specific types include loan guarantee, bank guarantee for issuing letter of credit and bank acceptance bill, guarantee for issuing letter of guarantee, etc.
Article 4 the external guarantee of a subsidiary shall be regarded as the act of the company, and its external guarantee shall be subject to this system. The subsidiary of the company shall notify the Secretary of the board of directors of the company in time after the resolution is made by its board of directors or shareholders’ meeting.
Article 5 the company’s external guarantee shall be subject to unified management. The company shall not provide guarantee without the deliberation and approval of the board of directors or the general meeting of shareholders.
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 the directors, supervisors 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 and improper guarantee according to law.
Article 8 where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, it shall require the other party to provide counter guarantee.
Chapter II Guarantee and management
Section 1 guarantee object
Article 9 the company can provide guarantee for units with independent legal personality, strong solvency 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) subsidiaries of the company and other units with control relationship.
Article 10 Where a company provides guarantee for a holding subsidiary or joint-stock company, other shareholders of the holding subsidiary or joint-stock company 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.
Article 11 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 the above article of the system and has low risk, it can provide guarantee after being deliberated and approved by the board of directors or the general meeting of shareholders.
Section II examination and approval of guarantee
Article 12 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 guaranteed and analyze the interests and risks of the guarantee. The credit status of the guarantor shall at least include the following contents:
(I) basic information of the enterprise, including but not limited to the business license of the enterprise legal person, tax registration certificate, articles of association, association with the company or other relationships;
(II) guarantee method, term, amount, etc;
(III) the latest audited financial report and analysis of loan repayment ability;
(IV) main contracts related to the loan and documents related to the main contract;
(V) basic information such as the conditions and schemes for the guaranteed to provide counter guarantee;
(VI) whether there are non-performing loans in the main opening banks;
(VII) description of no major litigation, arbitration or administrative punishment;
(VIII) other important information deemed necessary by the company.
Article 13 the responsible person in charge of handling shall conduct due diligence on the financial status, industry prospect, business status, credit and reputation of the applicant guarantor according to the basic information provided by the applicant guarantor, confirm the authenticity of the information, and submit it to the board of directors after being reviewed by the leader in charge of the company.
Article 14 the board of directors shall carefully review the application for guarantor according to relevant materials. In principle, it shall not provide guarantee for any of the following circumstances.
(I) not qualified as a borrower, and the loan and capital investment do 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, 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) losses in the previous year or expected losses in the current year;
(VI) 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;
(VII) assets not effectively used for enforcement;
(VIII) it does not comply with the provisions of this system;
(IX) other circumstances in which the board of Directors considers that the guarantee cannot be provided.
Article 15 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 it 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 16 the company provides guarantee to joint ventures or associated enterprises 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 under its control;
(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 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 17 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 company’s latest audited net assets; (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 18 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%, the data in the latest financial statements of the guaranteed shall prevail.
Article 19 the counter guarantee or other effective risk prevention measures provided by the application guarantor must correspond to the amount guaranteed by the company. If the assets for which the guarantor applies to create a counter guarantee are prohibited from circulation or non transferable by laws and regulations, the guarantor shall refuse the guarantee.
Article 20 the guarantee provided by the company for related parties shall obtain the written document approved by the independent directors before being submitted to the board of directors for deliberation. Independent directors shall express their opinions on the transaction.
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 according to the articles of association, the external guarantee 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. The external guarantee that must be approved by the general meeting of shareholders includes but is not limited to the following circumstances:
(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 company’s latest audited total assets;
(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 guarantee amount in the last 12 months exceeds 30% of the company’s latest audited total assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other circumstances stipulated by the CSRC and Shenzhen Stock Exchange.
Article 23 in addition to the approval of more than two-thirds of the board of directors, the matters that shall be considered and approved by more than two-thirds of the board of directors shall also be approved by more than two-thirds of the board of directors.
If a director is related to the matter under consideration, the director shall withdraw from voting. The meeting of the board of directors can be held only when more than half of the unrelated directors are present. The resolutions made at the meeting of the board of directors shall be approved by more than two-thirds of all the unrelated directors. If the number of unrelated directors attending the board of directors is less than 3, the guarantee shall be submitted to the general meeting of shareholders for deliberation.
Article 24 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.
When the general meeting of shareholders deliberates the guarantee matters in Item (V) of Article 22, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. The provisions of this article shall apply to the external guarantee of the company within 12 months according to the principle of cumulative calculation. For other external guarantees other than those listed in the articles of association and this system that must be approved by the general meeting of shareholders, the board of directors shall exercise the decision-making power of external guarantees in accordance with the provisions of the articles of association and this system on the approval authority of the board of directors for external guarantees.
Article 25 any guarantee provided by the company for related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. If the company provides guarantee for shareholders holding less than 5% (excluding 5%) of the company’s shares, it shall be implemented with reference to this system.
Article 26 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 27 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 its debt repayment obligations within a limited time. If the guaranteed fails to perform his obligations on time, the company shall take necessary remedial measures in time.
Article 28 If the debt guaranteed by the company needs to be extended after maturity and continues to be guaranteed by it, it shall be used as a new external guarantee and re perform the review procedures and information disclosure obligations.
Article 29 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 section.
Article 30 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 deliberation 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.
Section 3 conclusion of guarantee contract
Article 31 the chairman of the company or other authorized personnel shall sign the guarantee contract on behalf of the company according to the resolutions of the board of directors or the general meeting of shareholders.
Article 32 for external guarantee, the company must conclude a written guarantee contract, which shall meet the requirements of the civil code and other laws and regulations. In addition to the standard guarantee contract issued by the bank, other forms of guarantee contracts must be submitted to the perennial legal consultant hired by the company for review or legal opinion.
Article 33 When concluding a standard guarantee contract, all obligatory terms shall be strictly examined in combination with the credit status of the guaranteed. If the mandatory provisions may cause unexpected risks to the company, it shall be required to modify the relevant provisions or refuse to provide guarantee, and report to the board of directors.
Article 34 a guarantee contract shall at least specify (including but not limited to) the following terms:
(I) creditors and debtors
(II) type and amount of secured creditor’s rights;
(III) the time limit for the debtor to perform its obligations;
(IV) guarantee method;
(V) guarantee scope;
(VI) guarantee period;
(VII) rights, obligations and liabilities for breach of contract of each party;
(VIII) dispute resolution;
(IX) other matters that the parties consider necessary to be agreed.
Article 35 when the company accepts counter guarantee mortgage and counter guarantee pledge, the financial department of the company shall cooperate with the company’s perennial legal adviser to improve it
