Foshan Nationstar Optoelectronics Co.Ltd(002449)
External guarantee management system
Chapter I General Provisions
Article 1 in order to safeguard the interests of shareholders, standardize the guarantee behavior of Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as “the company”), effectively prevent the risk of external guarantee of the company and ensure the safety of the company’s assets, in accordance with the company law, the securities law and the Shenzhen Stock exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board This system is formulated in combination with the actual situation of the company, including the regulatory provisions on state-owned assets and other normative documents and the relevant provisions of the Foshan Nationstar Optoelectronics Co.Ltd(002449) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “external guarantee” as mentioned in this system refers to the act that the company and its subsidiaries provide guarantee for the debtor’s debt to the creditor as a third party in the form of guarantee, mortgage or pledge. When the debtor fails to perform the debt, the company shall perform the debt or bear the responsibility according to the agreement. The guarantee provided by the company for its subsidiaries shall be regarded as external guarantee.
Article 3 the term “subsidiaries” as mentioned in this system refers to wholly-owned subsidiaries, holding subsidiaries and joint-stock companies in which the company has actual control. The external guarantee of subsidiaries shall be regarded as the behavior of the company, and its external guarantee shall be implemented in accordance with this system.
Article 4 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety. It is prohibited to provide any form of guarantee to enterprises without equity relationship. The total guarantee scale shall not exceed 40% of the company’s consolidated net assets, and the guarantee risk of a single holding subsidiary shall not be measured. 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 for external guarantee, the company shall require the other party to provide counter guarantee (except for wholly-owned subsidiaries), and the counter guarantee provider shall have actual bearing capacity and enforceability.
Chapter II decision-making authority of external guarantee
Article 6 all guarantee matters of the company shall be pre studied by the Party committee.
Article 7 the general meeting of shareholders and the board of directors of the company are the decision-making bodies for external guarantee. The company shall not provide guarantee without the deliberation and approval of the board of directors or the general meeting of shareholders.
The board of directors shall obtain the consent of more than two-thirds of the directors attending the meeting of the board of directors and more than two-thirds of all independent directors when deliberating on the guarantee.
Article 8 the guarantee acts that the company needs to submit to the general meeting of shareholders for deliberation shall be implemented in accordance with the provisions of the articles of association.
Article 9 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 asset liability ratio of more than 70% and 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 10 the company provides guarantees 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 it 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 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 11 if the company estimates the guarantee amount to the 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.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time.
Article 12 when the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 13 the company shall provide guarantee for holding subsidiaries and joint-stock companies. It is strictly prohibited to provide over share guarantee for joint-stock companies. If a subsidiary really needs over share guarantee, it shall be reported to the board of directors for approval; Other shareholders of holding subsidiaries and joint-stock companies shall provide equal 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 daily management of external guarantee
Article 14 relevant departments of the company shall manage external guarantees according to their respective responsibilities, including:
(I) the finance department is the preliminary examination and daily management department of the company’s external guarantee, which is responsible for accepting and preliminary examining the guarantee applications submitted by all the guaranteed persons, as well as the daily management and continuous risk control of external guarantee;
(II) the office of the board of directors is responsible for the compliance review of the company’s external guarantee, and organizing the implementation of the approval procedures of the board of directors or the general meeting of shareholders in accordance with the provisions of the articles of association.
(III) the legal compliance department is responsible for the legal review and legal risk control of external guarantee, including the review of guarantee contract and the handling of relevant legal procedures.
Article 15 the external guarantee application of the company shall be accepted by the finance department, and the guarantee applicant shall provide the company with the following materials:
(I) basic information of the enterprise and analysis report on its operation;
(II) the latest three audit reports and the current financial statements;
(III) main contract and data related to the main contract;
(IV) the purpose and expected economic effect of the bank loan guaranteed in this item;
(V) analysis on the repayment ability of bank loans guaranteed by this item;
(VI) description of no or potential major litigation, arbitration or administrative punishment;
(VII) counter guarantee scheme and proof that the counter guarantee provider has actual bearing capacity;
(VIII) description of the guaranteed party’s repayment plan and source of the guaranteed debt;
(IX) other relevant information deemed necessary by the company.
Article 16 after accepting the application of the guaranteed, the finance department shall, together with relevant departments, timely investigate the credit status of the guaranteed and conduct risk assessment, form a written report and submit it to the office of the board of directors.
Article 17 the office of the board of directors shall conduct compliance review after receiving the written report of the finance department and relevant materials of the guarantee application, and carefully review the financial status, industry prospect, business status, credit and reputation of the guarantor, If necessary, external professional institutions can be hired to assess the risk of implementing external guarantee as the basis for the decision-making of the board of directors or the general meeting of shareholders. And organize the implementation of corresponding approval procedures in accordance with the relevant provisions of the articles of association.
Article 18 the board of directors or the general meeting of shareholders of the company shall consider and vote on the submitted materials. It is strictly prohibited to provide guarantee for those who do not provide sufficient information or under any of the following circumstances:
(I) there is no property right relationship, the property right is unknown or the establishment 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 provided guarantee for it in the previous time, and the bank loan was overdue and interest was in arrears, which had not been repaid or effective treatment measures could not be implemented by the time of this guarantee application;
(IV) those who enter into reorganization or bankruptcy liquidation procedures, are insolvent, have suffered losses for three consecutive years or more and have negative net cash flow from operations, etc., and do not have the ability of sustainable operation;
(V) financial subsidiaries;
(VI) failing to implement the effective property used for counter guarantee;
(VII) enterprises that have major economic disputes with other enterprises, face legal proceedings and may bear major liability for compensation;
(VIII) the board of Directors considers that the guarantee cannot be provided.
Article 19 after the external guarantee matters are deliberated and approved by the board of directors or the general meeting of shareholders of the company, the chairman or the person authorized by the chairman shall sign the guarantee contract. The guarantee contract must comply with relevant legal norms, the matters agreed in the contract shall be clear, and shall be reviewed by the finance department and legal compliance department of the company.
Article 20 when accepting counter guarantee mortgage and counter guarantee pledge, the company’s finance department and the company’s legal compliance department shall improve the relevant legal procedures, especially timely go through the mortgage or pledge registration procedures (if there are legal requirements), and take necessary measures to reduce the guarantee risk before the counter guarantee approval and registration procedures.
Article 21 the guarantee contract shall be properly kept in accordance with the internal management regulations of the company. When the guarantee contract is signed, modified, extended, terminated, advanced, recovered, etc., the corresponding approval procedures and procedures shall be performed.
Chapter IV guarantee risk control
Article 22 the financial department of the company is the daily management department of the company’s guarantee behavior. The finance department shall properly keep and manage all documents and materials related to the company’s external guarantee, establish a guarantee business account, and pay attention to the corresponding guarantee time limit and period.
Article 23 the finance department shall track and supervise the operation and financial situation of the guaranteed during the guarantee period in order to carry out continuous risk control. In case of significant adverse changes to the debt repayment ability of the guaranteed during the guarantee period, the finance department shall timely report to the board of directors of the company.
Article 24 If the guaranteed debt needs to be extended after maturity and needs to continue to be guaranteed by the company, it shall be regarded as a new external guarantee, and the procedures for examining and approving the guarantee application must be performed in accordance with the procedures of these provisions.
Article 25 If the guaranteed cannot perform the contract and the secured creditor claims against the company, the company shall immediately start the counter guarantee recovery procedure, report to the board of directors and make an announcement when necessary.
Article 26 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the relevant responsible person shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.
Article 27 If there are two or more guarantors in a suretyship contract and it is agreed with the creditor to bear the suretyship liability according to the share, it shall refuse to bear the additional suretyship liability exceeding the share of the company; If it is not agreed to assume the guarantee liability according to the share, the company shall recover its share from other guarantors after assuming the guarantee liability. Article 28 after performing the guarantee obligation for the debtor, the company shall take effective measures to recover from the debtor and disclose the recovery in time.
Chapter V accountability
Article 29 If the company’s directors and managers sign the guarantee contract without authorization according to the procedures specified in the system, causing damage to the company, the parties shall be investigated for responsibility.
Article 30 if the handling department violates the provisions of the law or this system, ignores the risk and guarantees without authorization, resulting in losses, it shall be liable for compensation.
Article 31 If the handling department is negligent in performing its duties and causes losses to the company, the company shall, depending on the seriousness of the circumstances, give a notice of criticism, warning or remove its duties, and bear the liability for compensation.
Chapter VI supplementary provisions
Article 32 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 33 the power of interpretation of this system belongs to the financial department and the office of the board of directors of the company.
Article 34 this system shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company.
