Midea Group Co.Ltd(000333) external guarantee decision-making system
April 2022
catalogue
Chapter I General Provisions- 1 –
Chapter II object and review of external guarantee- 2 –
Chapter III decision-making authority of external guarantee- 3 –
Chapter IV conclusion of guarantee contract- 4 –
Chapter V Management of external guarantee- 6 –
Chapter VI disclosure of external guarantee information- 7 –
Chapter VII responsibility of responsible person- 7 –
Chapter VIII Supplementary Provisions- 7 –
Foreign guarantee decision-making system
Chapter I General Provisions
Article 1 in order to protect the legitimate rights and interests of investors, regulate the external guarantee behavior of Midea Group Co.Ltd(000333) (hereinafter referred to as “the company”), effectively prevent the external guarantee risk of the company, ensure the safety of the company’s assets and promote the healthy and stable development of the company, according to the company law of the people’s Republic of China, the civil code of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations This system is formulated in accordance with the provisions of normative documents and the articles of association and in combination with the actual situation of the company.
Article 2 the external guarantee mentioned in this system refers to the guarantee, mortgage, pledge or other forms of guarantee provided by the company for others as a third party, including the guarantee of the company to its holding subsidiaries.
Article 3 the company’s external guarantee must comply with the provisions of relevant laws, regulations, normative documents, the articles of association and this system, and strictly control the debt risk caused by external guarantee.
Article 4 the company’s external guarantee shall be subject to unified management. The company’s external guarantee must be reviewed by the board of directors or the general meeting of shareholders. 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 liability for the losses arising from the illegal or improper external guarantee according to law.
Article 6 the external guarantee of a subsidiary controlled or actually controlled by the company shall be regarded as the act of the company, and its external guarantee shall be subject to this system. The holding subsidiary of the company shall timely notify the company to perform relevant information disclosure obligations after the resolution is made by its board of directors or general meeting of shareholders.
Article 7 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety. No unit or individual may force the company to guarantee for others, and the company shall refuse to force the company to guarantee for others.
Article 8 when providing guarantee for others, the company shall take necessary measures such as counter guarantee to prevent risks, and the provider of counter guarantee shall have actual bearing capacity.
Article 9 the independent directors of the company shall make special explanations on the accumulated and current external guarantees of the company in the annual report and semi annual report, and express independent opinions.
Chapter II object and examination of external guarantee
Article 10 the company may provide guarantee for units with independent legal personality and meeting one of the following conditions: (I) mutual insurance units required by the company’s business;
(II) units with important or potentially important business relations with the company;
(III) 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 11 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. The information on the credit status of the guaranteed 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, loan purpose of guarantee, expected economic effect, etc;
(III) audited financial reports and analysis of repayment ability in recent three years and the latest period;
(IV) copies related to the main guarantee contract;
(V) analysis of bank loan repayment ability of loans guaranteed by the company;
(VI) the guaranteed party provides counter guarantee or other effective risk prevention measures and relevant materials;
(VII) description of no potential and ongoing major litigation, arbitration or administrative punishment;
(VIII) other relevant materials deemed necessary by the board of directors.
Article 12 the specific handling person of the guarantee matters shall require the guaranteed to provide information on the credit status, investigate and verify the authenticity of the information provided by the guaranteed, the operation and financial status, credit status and industry prospect of the guaranteed according to the information provided by the guaranteed, organize professionals to review the guarantee project, submit a written report, and review the terms of the guarantee contract. After being approved by the leader in charge and the president, the relevant written report, guarantee contract and the information on the credit status of the guaranteed shall be submitted to the board of directors or the general meeting of shareholders 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 the guaranteed under any of the following circumstances or if the information provided is insufficient.
(I) it does not comply with the provisions of Article 10 of this system;
(II) the investment of the guaranteed loan does not comply with national laws and regulations or national industrial policies;
(III) there are false records or false materials in the financial and accounting documents in the last three years;
(IV) 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;
(V) the business condition has deteriorated, the reputation is bad, and there is no sign of improvement;
(VI) failing to implement the effective property used for counter guarantee;
(VII) other circumstances in which the board of directors or the shareholders’ meeting 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 counter guarantee is prohibited from circulation or non transferable by laws and regulations, the company shall refuse to provide guarantee.
Chapter III decision-making authority of external guarantee
Article 15 the highest decision-making body of the company’s external guarantee is the general meeting of shareholders. The board of directors exercises 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 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 16 the guarantee matters within the authority of the board of directors shall be reviewed and approved by more than two-thirds of the directors present at the board of directors.
Article 17 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 deliberated 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:
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the company’s latest audited net assets;
(II) the guarantee amount exceeds 30% of the latest audited total assets of the company within 12 consecutive months;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(V) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees stipulated by laws, regulations or the articles of association.
When the general meeting of shareholders deliberates the guarantee matters in Item (II) 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 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.
If the company provides guarantee for the controlling shareholder, actual controller and other related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
Chapter IV conclusion of guarantee contract
Article 18 for external guarantee, the company must conclude a written guarantee contract and counter guarantee contract. A guarantee contract and a counter guarantee contract shall have the civil code of the people’s Republic of China, etc
Contents required by laws and regulations. The guarantee contract shall at least include the following contents:
(I) creditors and debtors;
(II) the type and amount of principal creditor’s rights guaranteed;
(III) the time limit for the debtor to perform its obligations;
(IV) guarantee method;
(V) scope of guarantee;
(VI) guarantee period.
(VII) other matters that the parties consider necessary to be agreed.
Article 19 when a guarantee contract is concluded, the handling person must comprehensively and carefully examine the signing subject and relevant contents of the main contract, guarantee contract and counter guarantee contract. For the clauses 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, the other party shall be required to modify them. If the other party refuses to modify, the handler shall report to the board of directors or the general meeting of shareholders and refuse to provide guarantee for it.
Article 20 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 21 Where the guaranteed provides counter guarantee, the counter guarantor shall sign a counter guarantee contract with the company. When accepting counter guarantee mortgage and counter guarantee pledge, the financial department of the company, together with the legal adviser of the company, shall improve the relevant legal procedures, especially the registration of mortgage or pledge in time.
Article 22 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 23 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 procedure.
Chapter V Administration of external guarantee
Article 24 the board of directors and the financial department of the company are the management and basic audit departments of the company’s guarantee behavior. After the guarantee contract is concluded, the financial department of the company shall designate a special person to be responsible for the custody, registration and future reference of the contract, and pay attention to the corresponding guarantee period. The company shall clarify the approval authority for the use of the seal related to the guarantee matters, and register the use of the seal related to the guarantee matters. Before the debt guaranteed by the company is due, the handler shall actively urge the guaranteed to fulfill the repayment obligation according to the agreed time.
Article 25 the handling person shall pay attention to the production and operation of the guaranteed party, changes in assets and liabilities, external guarantees and other liabilities, division, merger, change of legal representative and changes in foreign business reputation, especially the return when due, preview and analyze the possible risks, and timely report to the board of directors according to the actual situation.
Article 26 when the guaranteed fails to fulfill the repayment obligation in time after the debt is due, or the guaranteed goes bankrupt or liquidates and the creditor claims that the company performs the guarantee obligation, the company’s manager shall timely understand the debt repayment of the guaranteed, start the recovery procedure after knowing it, and notify the Secretary of the board of directors, who shall report it to the board of directors immediately.
Article 27 after performing the guarantee obligation for the debtor, the company shall take effective measures to recover from the debtor. The handler shall timely inform the chief financial officer and the Secretary of the board of directors of the recovery, and the Secretary of the board of directors shall immediately report to the board of directors of the company.
Article 28 If the company, as the guarantor, has two or more guarantors for the same debt and agrees to bear the guarantee liability according to the share, the company shall refuse to bear the additional guarantee liability beyond the share agreed by the company.
Article 29 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare the creditor’s rights or part of the creditor’s rights, the relevant responsible person shall request the company to declare the creditor’s rights with its claim against the debtor and exercise the right of recourse in advance.
Chapter VI disclosure of external guarantee information
Article 30 any department and responsible person involved in the company’s external guarantee shall be responsible for timely notifying the Secretary of the board of directors of the company of the external guarantee and providing relevant documents and materials.
Article 31 the relevant departments of the company shall take necessary measures to control the insiders of the information to a minimum before the guarantee information is publicly disclosed according to law. Any person who knows the company’s guarantee information shall have the obligation of confidentiality until the date of public disclosure of the information according to law, otherwise he will bear the legal liability arising therefrom.
Chapter VII responsibility of responsible person
Article 32 the company shall provide guarantee in strict accordance with this system. The board of directors of the company shall decide to give corresponding punishment to the responsible person at fault according to the loss, risk and seriousness of the circumstances of the company.
Article 33 If the directors, President or other management personnel of the company sign the guarantee contract without authority in accordance with the procedures specified in the system, the parties shall be investigated for responsibility.
Article 34 handling by the company
