Chapter 1 General Provisions
Article 1 To protect the interests of investors, standardize the external guarantee activities of Shandong Hongqiao Aluminum Industry Holding Co., Ltd. (hereinafter referred to as the "Company"), control the company's asset operation risks, ensure the safety of the company's assets, and promote the healthy and stable development of the company, in accordance with the "Company Law of the People's Republic of China," "Supervisory Guidelines for Listed Companies No. 8 - Regulatory Requirements for Listed Companies' Fund Transactions and External Guarantees," "Shenzhen Stock Exchange Stock Listing Rules," "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guidelines No. 1 - Norms for Main Board Listed Companies," and other laws, regulations, rules, normative documents, and the "Articles of Association of Shandong Hongqiao Aluminum Industry Holding Co., Ltd." (hereinafter referred to as the "Articles of Association"), this system is formulated.
Article 2 For the purpose of this system, external guarantee refers to the provision of guarantees, asset mortgages, pledges, and other guarantee matters by the company and its holding subsidiaries using their own assets or credit for others. Specific types include, but are not limited to, loan guarantees, bank letter of credit guarantees, bank acceptance bill guarantees, and performance bond guarantees.
Article 3 Guarantees provided by the company in the capacity of a third party for others are external guarantees, including guarantees for the company's holding subsidiaries.
Article 4 The shareholders' meeting and the board of directors are the decision-making bodies for external guarantees. All external guarantee activities of the company must be approved by the company's shareholders' meeting or board of directors according to procedures. The company shall not provide external guarantees without the approval of the shareholders' meeting or board of directors.
Article 5 The company shall strictly fulfill its information disclosure obligations regarding external guarantees in accordance with relevant regulations and truthfully provide all external guarantee matters of the company to the registered accountant. The company's independent directors shall provide a special explanation in the annual report on the external guarantees that have not yet been fulfilled and those that occurred during the reporting period and express their independent opinions.
Article 6 If a company's holding subsidiary provides a guarantee for an entity outside the scope of the company's consolidated financial statements, it shall be deemed as a guarantee provided by the company. The external guarantees of a company's holding subsidiary include guarantees between holding subsidiaries and between a holding subsidiary and its subsidiaries, which shall be handled in accordance with this system. The holding subsidiary shall report to the company for approval before the board of directors or shareholders' meeting makes a resolution. After the board of directors or shareholders' meeting makes a resolution, the holding subsidiary shall promptly notify the company's board secretary or the board office to fulfill relevant information disclosure obligations.
Article 7 The company's external guarantee management implements a multi-level audit and supervision system. The relevant departments of the company and their responsibilities include: The finance department is the department responsible for the audit and daily management of the company's external guarantees, responsible for accepting and reviewing all guarantee applications submitted by the guaranteed parties and for the daily management and continuous risk control of external guarantees; the capital markets department is the department responsible for the compliance review of the company's external guarantees and related information disclosure, responsible for the compliance review of the company's external guarantees, organizing the implementation of the board of directors' or shareholders' meeting's approval procedures and fulfilling relevant information disclosure obligations; the internal audit department is the department responsible for supervision and inspection of the company's external guarantees, responsible for inspecting whether the internal control system for guarantee business is sound and whether various regulations are effectively implemented.