Chapter 1 General Principles
Article 1
To effectively control the external guarantee risks of Guangdong Tianyuan Industrial Group Co., Ltd. (hereinafter referred to as "the Company") and protect the legitimate rights and interests of investors, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Civil Code of the People's Republic of China," "Regulatory Guidelines No. 8 for Listed Companies—Regulatory Requirements for Fund Transactions and External Guarantees," "Shenzhen Stock Exchange Listing Rules," "Self-Regulatory Guidelines No. 1 for Listed Companies on the Main Board of Shenzhen Stock Exchange—Standardized Operations," and relevant laws, administrative regulations, departmental rules, normative documents, and the "Articles of Association of Guangdong Tianyuan Industrial Group Co., Ltd." (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
This system applies to the external guarantee behaviors of the Company and all subsidiaries within the scope of the Company's consolidated financial statements (i.e., subsidiaries under the actual control of the Company, hereinafter referred to as "controlling subsidiaries"). The external guarantees of controlling subsidiaries are deemed as actions of the Company, and such guarantees shall comply with this system.
Article 3
The term "external guarantee" referred to in this system means the legally recognized guarantee methods such as guarantees, mortgages, or pledges provided by the Company within the scope of Article 2 for others. The total amount of external guarantees provided by the Company and its controlling subsidiaries refers to the sum of the total external guarantees provided by the Company to controlling subsidiaries and the total external guarantees provided by controlling subsidiaries. The external guarantees referred to in this system do not include guarantees provided by the Company or controlling subsidiaries for their own debts using their assets or rights. The counter-guarantees provided by the Company and its controlling subsidiaries shall be executed in accordance with the relevant provisions of guarantees, and the amount of counter-guarantees shall serve as the standard for fulfilling corresponding review procedures and information disclosure obligations, except for counter-guarantees provided for guarantees based on their own debts.
Article 4
The Company implements unified management of external guarantees. Without the approval of the Company's board of directors or shareholders' meeting, no one has the right to sign contracts, agreements, or other similar legal documents for external guarantees in the name of the Company and its controlling subsidiaries.
Chapter 2 Conditions for External Guarantees
Article 5
The Company may provide guarantees for units with independent legal person status that meet one of the following conditions:
- Mutual guarantee units needed for the Company's business;
- Units with significant business relationships with the Company;
- Units with potential significant business relationships with the Company;
- Controlling subsidiaries of the Company and other units with controlling relationships. These units must also have strong debt repayment capabilities and comply with the relevant provisions of this system.
Article 6
Even if they do not meet the conditions listed in Article 5, if the Company believes it is necessary to develop business interactions and cooperative relationships with the applicant for guarantees and the risk is low, it may provide guarantees with the consent of more than two-thirds of the directors present at the board meeting or after being approved by the shareholders' meeting.