Chapter 1 General Principles
Article 1
To protect the interests of investors, regulate the guarantee behavior of Xi'an Pary Power Semiconductor Technology Co., Ltd. (hereinafter referred to as "the Company"), control the operational risks of the Company's assets, and promote the healthy and stable development of the Company, this system is formulated in accordance with the "Civil Code of the People's Republic of China," "Regulatory Guidelines No. 8 for Listed Companies - Regulatory Requirements for Fund Transactions and External Guarantees," and the "Articles of Association of Xi'an Pary Power Semiconductor Technology Co., Ltd." (hereinafter referred to as "the Articles of Association").
Article 2
The term "guarantee" in this system refers to the Company and its holding subsidiaries providing guarantees, mortgages, or pledges to third parties. Specific types include loan guarantees, bank letter of credit guarantees, and bank acceptance bill guarantees. Guarantees provided by the Company for its holding subsidiaries are considered external guarantees.
Article 3
All directors and senior management of the Company shall prudently treat and strictly control the debt risks arising from external guarantees.
Article 4
External guarantees by the Company shall adhere to the principles of equality, voluntariness, fairness, integrity, and mutual benefit. The Company has the right to refuse any coercive requests for guarantees.
Article 5
External guarantees by the Company must be reviewed and approved by the board of directors or the shareholders' meeting in accordance with the provisions of the Articles of Association and this system before implementation.
Article 6
The Company shall implement unified management of external guarantees. Without the approval of the board of directors or the shareholders' meeting, the Company and its holding subsidiaries shall not provide external guarantees or guarantee each other. The Company shall require the other party to provide counter-guarantees when providing guarantees. Other shareholders of the holding subsidiary or affiliated company shall, in principle, provide equal guarantees or counter-guarantees in proportion to their investment.
Chapter 2 Guarantees and Management
Section 1 Guarantee Objects
Article 7
The Company may provide guarantees for units with independent legal person status that meet one of the following conditions: (1) holding subsidiaries and secondary subsidiaries of the Company; (2) affiliated companies and units required for the Company's business needs; the above units must also have strong debt repayment capabilities.
Article 8
If the Company needs to provide guarantees for other companies due to specific circumstances, it must strictly implement relevant regulations, obtain approval from the board of directors or shareholders' meeting according to the corresponding procedures, and take necessary preventive measures such as counter-guarantees, while prudently assessing the actual guarantee capability and enforceability of the counter-guarantee provider.
Section 2 Guarantee Investigation
Article 9
Before deciding on a guarantee, the Company shall carefully review and analyze the financial status, operational status, industry prospects, and credit situation of the guaranteed party, and conduct a thorough analysis of the benefits and risks of the guarantee matter, making prudent decisions in accordance with the law. The Company may hire external professional institutions to assess guarantee risks as a basis for decision-making by the board of directors or shareholders' meeting. Analysis matters include but are not limited to: (1) the enterprise legal person is legally established and effectively existing, with no circumstances requiring termination; (2) good operational and financial conditions, with stable cash flow or good development prospects; (3) if guarantees have been provided, there should be no circumstances where creditors require the Company to assume joint guarantee responsibilities; (4) having mortgaged (pledged) assets and corresponding counter-guarantee capabilities; (5) the financial materials provided are true, complete, and valid; (6) the Company has control over it; (7) no other legal risks.