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Jiangsu Shentong: External Guarantee System

  • Categories:Company policy
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  • Time of issue:2012-06-08 14:35
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(Summary description)Article 1 In order to protect the legitimate rights and interests of investors, regulate the external guarantees of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "company"), effectively prevent the company's external guarantee risks, and ensure the safety of company assets, in accordance with the "Company Law of the People's Republic of China" , "Securities Law of the People's Republic of China", "Guarantee Law of the People's Republic of China", "Notice on Regulating External Guarantee Behaviors of Listed Companies", "Notice on Regulating Fund Exchanges between Listed Companies and Related Parties and Several Issues Concerning External Guarantees of Listed Companies", "Shenzhen Stock Exchange Stock Listing Rules 2008 Amendments" and other laws, regulations, regulatory documents and relevant provisions of the company's articles of association, combined with the actual situation of the company, specially formulated this system.

Jiangsu Shentong: External Guarantee System

(Summary description)Article 1 In order to protect the legitimate rights and interests of investors, regulate the external guarantees of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "company"), effectively prevent the company's external guarantee risks, and ensure the safety of company assets, in accordance with the "Company Law of the People's Republic of China" , "Securities Law of the People's Republic of China", "Guarantee Law of the People's Republic of China", "Notice on Regulating External Guarantee Behaviors of Listed Companies", "Notice on Regulating Fund Exchanges between Listed Companies and Related Parties and Several Issues Concerning External Guarantees of Listed Companies", "Shenzhen Stock Exchange Stock Listing Rules 2008 Amendments" and other laws, regulations, regulatory documents and relevant provisions of the company's articles of association, combined with the actual situation of the company, specially formulated this system.

  • Categories:Company policy
  • Author:
  • Origin:
  • Time of issue:2012-06-08 14:35
  • Views:
Information

Jiangsu Shentong Valve Co., Ltd.

External guarantee system

(Revised by the Ninth Session of the First Session of the Board of Directors)

Chapter 1 General Provisions

 

Article 1 In order to protect the legitimate rights and interests of investors, regulate the external guarantees of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "company"), effectively prevent the company's external guarantee risks, and ensure the safety of company assets, in accordance with the "Company Law of the People's Republic of China" , "Securities Law of the People's Republic of China", "Guarantee Law of the People's Republic of China", "Notice on Regulating External Guarantee Behaviors of Listed Companies", "Notice on Regulating Fund Exchanges between Listed Companies and Related Parties and Several Issues Concerning External Guarantees of Listed Companies", "Shenzhen Stock Exchange Stock Listing Rules 2008 Amendments" and other laws, regulations, regulatory documents and relevant provisions of the company's articles of association, combined with the actual situation of the company, specially formulated this system.

Article 2 The term “external guarantee” in this system refers to the guarantee provided by the company to others, including the guarantee provided by the company to its holding subsidiaries.

Article 3 The company implements unified management of external guarantees. Without the approval of the company's 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 guarantees in the name of the company.

Article 4 The directors and senior management personnel of the company shall prudently treat and strictly control the debt risks arising from guarantees, and shall be jointly and severally liable for losses arising from illegal or improper external guarantees.

Article 5 The external guarantee of a company's holding or actual control subsidiary shall be regarded as a company's behavior, and its external guarantee shall be subject to this system. The company's controlling subsidiary shall promptly notify the company to perform relevant information disclosure obligations after its board of directors or general meeting of shareholders makes a resolution.

Article 6 The company's external guarantees shall follow the principles of legality, prudence, mutual benefit, and safety, and strictly control the guarantee risks.

Article 7 When a company provides guarantees to others, the guaranteed objects shall provide counter-guarantees, unless the board of directors or the general meeting of shareholders decides otherwise. The provider of the counter-guarantee shall have the actual ability to bear.

Article 8 The independent directors of the company shall make special explanations on the company's cumulative and current external guarantees and express independent opinions in the annual report.

Chapter 2 Examination of External Guarantee Objects

Article 9 The company may provide guarantees for entities with independent legal personality and one of the following conditions:

(1) Mutual insurance units required by the company's business;

(2) Units that have important business relationships with the company;

(3) Units that have potentially important business relationships with the company;

(4) The company's holding subsidiaries and other units with control relationships.

The above units must have strong solvency at the same time and comply with the relevant regulations of this system.

Article 10 Although the company does not meet the conditions listed in Article 9 of this system, but the company believes that it needs to develop its business contacts and cooperative relations with the applicant for guarantor and the risk is low, it shall be approved by more than two-thirds of the company's board of directors or by the general meeting of shareholders. After deliberation, it can be guaranteed.

Article 11 The board of directors of the company shall, before deciding to provide guarantees for others, or before submitting it to the general meeting of shareholders for voting, shall grasp the credit status of the debtor and fully analyze the benefits and risks of the guarantee.

Article 12 The information on the credit status of the applicant for a guarantor shall at least include the following:

(1) The basic information of the company, including business license, copy of the company's articles of association, identification of the legal representative, relevant information reflecting the relationship with the company and other relationships, etc.;

(2) The guarantee application, including but not limited to the guarantee method, time limit, amount, etc.;

(3) Audited financial reports and analysis of repayment ability in the past three years;

(4) A copy of the main contract related to the loan;

(5) The conditions and relevant materials for the counter-guarantee provided by the guarantor;

(6) There is no potential and ongoing major litigation, arbitration or administrative penalty;

(七) Other important information.

Article 13 The person in charge of handling shall investigate and verify the business and financial status, project status, credit situation and industry prospects of the applicant based on the basic information provided by the applicant for guarantor, and report to relevant departments for review in accordance with the contract approval procedures. After approval by the leaders in charge and the president, the relevant information will be submitted to the company's board of directors or the general meeting of shareholders for approval.

Article 14 The company’s board of directors or the general meeting of shareholders shall review and vote on the submitted materials, and record the voting results. No guarantee shall be provided for any of the following situations or insufficient information.

(1) The investment of funds does not comply with national laws and regulations or national industrial policies;

(2) Financial accounting documents contain false records or provide false information within the last 3 years;

(3) The company once guaranteed it, and there have been circumstances such as overdue bank loans and arrears of interest, and it has not been repaid or effective measures cannot be implemented at the time of the guarantee application;

(4) The business situation has deteriorated, the reputation is bad, and there is no sign of improvement;

(5) Failure to implement effective property for counter-guarantee;

(6) Other circumstances where the board of directors considers that it cannot provide guarantees.

Article 15 The counter-guarantee or other effective risk prevention measures provided by the applicant for the guarantor must correspond to the amount of the guarantee. Where the guarantor applying for a counter-guarantee is property that is prohibited from circulation or non-transferable by laws and regulations, the guaranty shall be rejected.

Chapter III Approval Procedures for External Guarantees

Article 16 The highest decision-making body of a company for external guarantees is the company’s general meeting of shareholders. The board of directors exercises the decision-making power for external guarantees in accordance with the provisions of the Articles of Association concerning the approval authority for external guarantees of the board of directors. If the approval authority of the board of directors stipulated in the company's articles of association is exceeded, the board of directors shall propose a preliminary plan and submit it to the shareholders' meeting for approval. The board of directors organizes, manages and implements external guarantees approved by the general meeting of shareholders.

Article 17 As for the guarantee matters within the scope of authority of the board of directors, in addition to approval by more than half of all directors, it shall also be approved by more than two-thirds of the directors present at the board meeting.

Article 18 External guarantees that should be approved by the shareholders' meeting must be approved by the board of directors before they can be submitted to the shareholders' meeting for approval. External guarantees subject to approval by the general meeting of shareholders include but are not limited to the following situations:

(1) A single guarantee amount exceeding 10% of the company's most recent audited net assets;

(2) The total external guarantees of the company and its holding subsidiaries exceed any guarantees provided after 50% of the company's most recent audited net assets;

(3) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;

(4) The amount of guarantee for twelve consecutive months exceeds 30% of the company's most recent audited total assets;

(5) The guarantee amount exceeds 50% of the company's most recent audited net assets for twelve consecutive months and the absolute amount exceeds RMB 50 million;

(6) Guarantees provided to shareholders, actual controllers and their affiliates;

(7) Other guarantee situations stipulated in the company's articles of association.

When the general meeting of shareholders considers the guarantee matters in item (4) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.

When the general meeting of shareholders considers the security proposal for shareholders, actual controllers and their related parties, the shareholder or the shareholder dominated by the actual controller shall not participate in the voting, and the voting shall be held by other shareholders attending the general meeting. More than half of them passed.

The company’s external guarantees in twelve months shall apply the provisions of this article in accordance with the principle of cumulative calculation.

In addition to the external guarantees listed in items (1) to (5) above, which are subject to the approval of the general meeting of shareholders, the board of directors shall exercise the external guarantees in accordance with the provisions of the Articles of Association of the board of directors on the approval authority for external guarantees Decision-making power.

Article 19 The company may, when necessary, hire an external professional organization to evaluate the risks of implementing external guarantees, as the basis for decision-making by the board of directors or the general meeting of shareholders.

Article 20 The independent directors of the company shall express their independent opinions when the board of directors deliberates on external guarantees, and may hire an accounting firm to check the company's accumulated and current external guarantees when necessary. If an abnormality is found, it should be reported to the board of directors and the supervisory department in a timely manner and announced.

Article 21 The company must sign a written guarantee contract and a counter-guarantee contract for external guarantees. The guarantee contract and the counter-guarantee contract shall contain the content required by laws and regulations such as the "Guaranty Law of the People's Republic of China" and the "Contract Law of the People's Republic of China".

Article 22 The guarantee contract shall include at least the following contents:

(1) The type and amount of the principal creditor's right to be secured;

(2) The deadline for the debtor to perform the debt;

(3) The way of guarantee;

(4) The scope of the guarantee;

(5) Guarantee period;

(6) Other matters that the parties think need to be agreed upon.

Article 23 When the guarantee contract is concluded, the person responsible must comprehensively and carefully review the main contract, the main contract, the guarantee contract and the counter-guarantee contract and the relevant content. For clauses that violate laws, regulations, the "Articles of Association", the company's board of directors or the shareholders' meeting, and impose unreasonable obligations or unpredictable risks on the company, the other party should be required to modify. If the other party refuses to make amendments, the responsible person shall refuse to provide guarantees and report to the company's board of directors or the general meeting of shareholders.

Article 24 The legal representative of the company or other legally authorized personnel shall sign the guarantee contract on behalf of the company in accordance with the resolution of the company’s board of directors or the general meeting of shareholders. No one may sign a guarantee contract on behalf of the company without the approval and authorization of the company's shareholders meeting or board of directors. The responsible person shall not sign the guarantee contract beyond his authority or sign or seal the main contract as the guarantor.

Article 25 The company may sign a mutual insurance agreement with corporate legal persons that meet the requirements of this system. The responsible person shall promptly request the other party to truthfully provide the relevant financial accounting statements and other materials that can reflect their debt solvency.

Article 26 When accepting counter-guarantee mortgages or counter-guarantee pledges, the company’s financial department, in conjunction with the company’s office, shall complete the relevant legal procedures, especially the timely registration of mortgages or pledges.

Article 27 If the company’s guaranteed debt needs to be extended after it expires and the company needs to continue to provide guarantees, it shall be used as a new external guarantee and the guarantee approval procedures shall be performed again.

Chapter IV Management of External Guarantees

Article 28 External guarantees shall be handled by the financial department and assisted by the company office.

Article 29 The main responsibilities of the company's financial department are as follows:

(1) Conduct credit investigation and evaluation of the guaranteed entity;

(2) Specific guarantee procedures;

(3) After the external guarantee, do a good job of tracking, inspecting and supervising the guaranteed entity;

(4) Seriously do a good job in the file filing management of the guaranteed enterprise;

(5) Provide the company's auditing agency with all external guarantees in a timely manner and according to regulations;

(6) To handle other matters related to the guarantee.

Article 30 During the process of external guarantee, the main responsibilities of the company office are as follows:

(1) Cooperate with the financial department to do a good job in the credit investigation and evaluation of the guaranteed entity;

(2) Responsible for drafting or legally reviewing all documents related to the guarantee;

(3) Responsible for handling legal disputes related to external guarantees;

(4) After the company assumes the guarantee responsibility, it shall be responsible for handling the recovery of the guaranteed entity;

(5) To handle other matters related to the guarantee.

Article 31 The company shall properly manage the guarantee contract and related original materials, conduct timely clean-up inspections, 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 guarantee period.

In the process of contract management, once an abnormal contract is discovered that has not been approved by the board of directors or the general meeting of shareholders, it should be reported to the board of directors and the board of supervisors in a timely manner.

Article 32 The company shall assign special personnel to continuously monitor the situation of the guaranteed person, collect the most recent financial information and audit report of the guaranteed person, regularly analyze its financial status and solvency, and pay attention to its production and operation, assets and liabilities, and external Guarantee, division and merger, change of legal representative, etc.

If it is found that the business conditions of the guaranteed party have deteriorated seriously or major events such as the company's dissolution or division occur, the responsible person shall promptly report to the board of directors. The board of directors is obliged to take effective measures to minimize losses.

Article 33 The company provides guarantees for others. When the guaranteed party fails to perform its repayment obligations in time after the debt expires, or the guaranteed party goes bankrupt, liquidated, or the creditor claims that the company performs its guarantee obligations, the company will manage The office should keep abreast of the debt repayment status of the guaranteed party, and prepare to initiate the counter-guarantee recovery procedure after knowing it, and notify the secretary of the board of directors.

Article 34 When the guaranteed party cannot perform the contract and the secured creditor claims to assume the guarantee liability for the company, the company handling department shall immediately initiate the counter-guarantee recovery procedure, and notify the board secretary at the same time, and the board secretary shall immediately report it to the company board of directors.

Article 35 After the company fulfills the obligation of guarantee for the debtor, it shall take effective measures to recover the debt from the debtor. The company handling department shall notify the secretary of the board of directors of the recovery at the same time, and the secretary of the board shall immediately report to the board of directors of the company.

Article 36 When the company discovers that there is evidence to prove that the guaranteed party has lost or may lose the ability to perform debts, it shall take necessary measures in a timely manner to effectively control the risk; if it finds that the creditor and the debtor are maliciously colluding to damage the company's interests, it shall immediately request confirmation Measures such as the invalidation of the guarantee contract; if economic losses are caused by the guaranteed party’s breach of contract, the guaranteed party shall be recovered in time.

Article 37 The financial department and the company's office shall take effective measures based on other risks that may arise, put forward corresponding handling measures and submit them to the company's board of directors and board of supervisors according to the situation after reviewing by the leader in charge.

Article 38 If a company as a guarantor has two or more guarantors for the same debt and agrees to assume the guaranty liability according to the share, it shall refuse to bear the guaranty liability beyond the agreed share of the company.

Article 39 After the people's court accepts a debtor's bankruptcy case, if the creditor fails to declare its claims, the person in charge of handling, the financial department, and the company office shall request the company to participate in the distribution of bankruptcy assets and exercise the right of recovery in advance.

Chapter V Disclosure of External Guarantee Information

Article 40 A company shall, in accordance with the "Listing Rules", "Articles of Association," "Information Disclosure Management System" and other relevant regulations, earnestly fulfill its obligation of information disclosure regarding external guarantees.

Article 41 Any department and responsible person involved in the company’s external guarantees shall have the responsibility to promptly report the external guarantee to the company’s board of directors.

The book office makes a notification and provides the documents required for information disclosure.

Article 42 For external guarantees that are reviewed and approved by the company’s board of directors or the general meeting of shareholders as described in Article 18, they must be disclosed in a timely manner in the information disclosure newspapers designated by the China Securities Regulatory Commission. The content of the disclosure includes but is not limited to the resolutions of the board of directors or general meetings , As of the date of information disclosure, the total amount of external guarantees of the company and its holding subsidiaries, the total amount of guarantees provided by the company to holding subsidiaries, and the proportions of the above amounts in the company's most recent audited net assets.

If the guaranteed party fails to perform its repayment obligations within 15 trading days after the debt is due, or the guaranteed party becomes bankrupt, liquidated, or other circumstances that seriously affect its ability to repay, the company shall disclose it in a timely manner.

Article 43 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 in accordance with the law. Anyone who knows the company’s guarantee information in accordance with the law or illegally is obligated to keep it confidential until the date when the information is publicly disclosed in accordance with the law, otherwise they will bear the legal responsibility arising therefrom.

Chapter VI Responsibility of Responsible Person

Article 44 The company providing external guarantees shall strictly follow this system. The board of directors of the company decides to impose corresponding sanctions on the responsible person in fault according to the company's losses, the magnitude of the risk, and the severity of the circumstances.

Article 45 The company’s directors, president or other senior management personnel fail to sign a guarantee contract without authorization in accordance with the procedures prescribed in this system, and the parties shall be held accountable.

Article 46 The personnel of the company's handling department or other responsible persons who violate the law or the regulations of this system and ignore the risks without authorization shall be liable for compensation.

Article 47 If the personnel of the company's handling department or other responsible persons neglect to perform their duties and cause losses to the company, economic penalties or administrative sanctions shall be imposed depending on the severity of the circumstances.

Article 48 The law stipulates that the guarantor does not have to bear the responsibility, and the company's handling department or other responsible persons make the company's responsibility and cause losses without authorization, the company shall give him administrative sanctions and shall be liable for compensation.

Chapter Seven Supplementary Provisions

Article 49 The term "above" in this system includes the number.

Article 50 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, regulatory documents and the company's articles of association. If this system is inconsistent with relevant laws, regulations, regulatory documents and the company's articles of association, the relevant laws, regulations, regulatory documents and the company's articles of association shall prevail.

Article 51 The board of directors of the company is responsible for the interpretation and revision of this system.

Article 52 This system shall be implemented from the date of completion of the company’s initial public offering of shares after being reviewed by the company’s board of directors and reported to the shareholders’ meeting for approval.

 

Jiangsu Shentong Valve Co., Ltd. Board of Directors

May 7, 2010

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