Management Measures for External Guarantees
Chapter 1 General Provisions
Article 1 To safeguard the interests of investors, standardize the external guarantee activities of Guoguang Electric Power Co., Ltd. (hereinafter referred to as the "Company"), control the operational risks of the Company's assets, and promote the Company's healthy and stable development, these Measures are formulated in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Supervisory Guidelines for Listed Companies No. 8 – Supervision Requirements for Listed Companies' Fund Transfers and External Guarantees," the "Shenzhen Stock Exchange Stock Listing Rules," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 1 – Normative Operation of Main Board Listed Companies," and the "Articles of Association of Guoguang Electric Power Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 The term "guarantee" as used in these Measures refers to a guarantee, mortgage, or pledge provided by the Company as a third party for another party. Guarantees provided by the Company for its subsidiaries are considered external guarantees. Specific types include loan guarantees, guarantees for opening letters of credit and bank acceptance drafts, and guarantees for issuing performance bonds.
Article 3 The term "subsidiary" as used in these Measures refers to wholly-owned subsidiaries, controlling subsidiaries, and investee companies where the Company has actual control.
Article 4 All external guarantees shall be managed uniformly by the Company. Without the approval of the Company's Board of Directors or Shareholders' Meeting, the Company and its subsidiaries shall not provide external guarantees, shall not provide guarantees to each other, and shall not request external entities to provide guarantees for subsidiaries.
Article 5 When the Company provides external guarantees, it shall, depending on the circumstances, request the other party to provide counter-guarantees to the maximum extent possible.
Article 6 All guarantee activities of the Company must be approved by the Company's Board of Directors or Shareholders' Meeting in accordance with procedures. When the Shareholders' Meeting or the Board of Directors makes a resolution on a guarantee matter, shareholders or directors with a conflict of interest in the guarantee matter shall abstain from voting.
Chapter 2 Guarantee and Management
Section 1 Guarantee Objects
Article 7 The Company may provide guarantees for entities that have the status of independent legal persons and meet one of the following conditions: (1) Mutual guarantee units required for the Company's business operations; (2) Entities with which the Company has a real or potential significant business relationship; (3) Wholly-owned subsidiaries, controlling subsidiaries, and investee companies of the Company. (4) Although not meeting the above conditions, if the Company believes it is necessary for development and has business dealings and cooperative relationships with the applicant for guarantee, and the risk is relatively small, a guarantee may be provided with the approval of the Company's Board of Directors or Shareholders' Meeting. The above entities must simultaneously possess strong solvency.
Section 2 Guarantee Management Departments and Approval Procedures
Article 8 For guarantees provided by the Company for others, the Company's finance department shall be the functional management department. If a subsidiary needs to provide guarantees for others due to business needs, the subsidiary and the Company's finance department shall be the functional management departments.