Jilin Xidian Pharmaceutical Technology Development Co., Ltd
External guarantee management system
Chapter I General Provisions
Article 1 in order to protect the legitimate rights and interests of investors and the property safety of Jilin Xidian pharmaceutical science and Technology Development Co., Ltd. (hereinafter referred to as the company), strengthen the management of bank credit and guarantee, and avoid and reduce business risks, according to the company law of the people's Republic of China and the guarantee law of the people's Republic of China The notice on regulating the external guarantee behavior of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies (hereinafter referred to as the "standardized operation guidance") and other laws and regulations The management system is hereby formulated in accordance with the normative documents and the articles of association of Jilin West Point Pharmaceutical Technology Development Co., Ltd. (hereinafter referred to as the articles of association).
Article 2 the company shall follow the principles of equality, voluntariness, fairness, good faith and mutual benefit in providing guarantee for others. Any unit or individual (including major shareholders and other related parties) shall not force or force the company to provide guarantee for others, and the company has the right to refuse to force or force it to provide guarantee for others.
Article 3 when providing guarantee for others, the company shall comply with the company law of the people's Republic of China, the guarantee law of the people's Republic of China and other relevant laws and regulations.
Article 4 for external guarantee, the company must require the other party to provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity. If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee. If the counter guarantee property provided by the provider is prohibited from circulation or non transferable by laws and regulations, the company shall refuse to guarantee it.
Chapter II principles of guarantee
Article 5 The term "guarantee" as mentioned in this system refers to the liability of the company to provide guarantee for other people's bank debts or other debts as a third party, including but not limited to guarantee, mortgage or pledge. The specific types may be bank loan guarantee, bank guarantee for issuing letter of credit and bank acceptance bill, guarantee for issuing letter of guarantee, etc.
Article 6 The term "holding subsidiary" as mentioned in this system refers to the holding subsidiary over which the company has actual control.
Article 7 all guarantees made in the name of the company's headquarters or holding subsidiaries shall be uniformly managed by the company. The company shall not provide guarantees to others without the approval of the board of directors (or the general meeting of shareholders) in accordance with the provisions of the articles of association.
Article 8 the board of directors is the management organization of the company's guarantee behavior. All guarantee behaviors of the company must be approved by more than half of all the members of the board of directors in accordance with the procedures, and shall also be signed and approved by more than two-thirds of the directors present at the meeting. The guarantee matters exceeding the approval authority of the board of directors specified in the articles of association shall be reported to the general meeting of shareholders for approval.
Article 9 before deciding to provide guarantee for others (or before submitting it to the shareholders' meeting for voting), the board of directors of the company shall master the credit status of the debtor and fully analyze the interests and risks of the guarantee.
Article 10 if the guaranteed's debt needs to be extended and the company needs to continue to provide guarantee when it is due, it shall be regarded as a new guarantee, and the examination and approval procedures of guarantee shall be handled again.
Chapter III guarantee approval management
Article 11 if the company provides guarantee for the other party's Bank loan, the other party shall submit an application and provide the following relevant materials:
（1） The basic information, financial status, credit status and repayment ability of the guaranteed;
（2） Existing bank loans and guarantees of the guaranteed;
（3） The amount, variety, term, purpose and expected economic effect of the bank loan guaranteed under this item;
（4） The source of repayment funds of bank loans guaranteed under this item;
（5） Other matters related to loan guarantee that can affect whether the company provides guarantee or not.
If the guarantee provided by the company for other debts involves asset evaluation, the relevant asset evaluation report shall be issued by the asset evaluation company with professional qualification. Other matters can be implemented with reference to the provisions of this article.
Article 12 external guarantees that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors. The following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the company's latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company's latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the guarantee amount exceeds 50% of the company's latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(V) the guarantee amount exceeds 30% of the company's latest audited total assets within 12 consecutive months;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association. When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Where a listed company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
The company shall not provide guarantee without the deliberation and approval of the board of directors or the general meeting of shareholders. The board of directors and the Finance Department of the company are the management and basic audit departments of the company's guarantee behavior. After the guarantee contract is concluded, the Finance Department of the company shall designate personnel to be responsible for the preservation and management, register one by one, and pay attention to the corresponding guarantee limitation period. Once it is found that it fails to comply with the examination and approval authority specified in the articles of association or violates the examination and approval authority and review procedures, it shall timely report to the board of directors, the board of supervisors and Shenzhen Stock Exchange and perform relevant information disclosure procedures.
If the relevant responsible person (including but not limited to the controlling shareholder, actual controller, director, supervisor and senior management of the company) fails to provide guarantee to the outside world in accordance with the approval authority or in violation of the approval authority and review procedures specified in the articles of association, which causes losses to the company, he shall bear the liability for compensation and investigate the legal liability of the relevant responsible person according to law.
Article 13 the company's independent directors, sponsors or independent financial advisers (if applicable) shall express their independent opinions on their legality and compliance, impact on the company and existing risks when the board of Directors considers the provision of guarantees (except for the provision of guarantees for subsidiaries within the scope of merger), If necessary, an accounting firm may be hired to verify the accumulated and current guarantee provided by the company.
If any abnormality is found, it shall be reported and disclosed to the board of directors and Shenzhen Stock Exchange in time..
Article 14 the company provides guarantees for its holding subsidiaries and joint-stock companies. In principle, other shareholders of the holding subsidiaries and joint-stock companies shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution. If the relevant shareholders fail to provide the same proportion of guarantee or counter guarantee and other risk control measures to the company's holding subsidiaries or joint-stock companies according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons, and fully explain whether the guarantee risk is controllable and whether it damages the interests of the company on the basis of analyzing the operation and solvency of the guarantee object.
Article 15 the company provides guarantees for its holding subsidiaries. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can estimate the total amount of new guarantees for the two types of subsidiaries with an asset liability ratio of more than 70% and an asset liability ratio of less than 70% in the next 12 months, And submit it to the general meeting of shareholders for deliberation.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time, and the guarantee balance at any time shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 16 for the guarantee matters that should be submitted to the general meeting of shareholders for deliberation, when judging whether the asset liability ratio of the guaranteed exceeds 70%, the higher of the audited financial statements of the guaranteed in the latest year and the latest financial statements shall prevail.
Article 17 Where the scope of the consolidated statements of the company is changed due to transactions or related transactions, if the original guarantee forms a guarantee for related parties after the completion of the transaction, the company shall timely perform the corresponding review procedures and disclosure obligations for the relevant related guarantees. If the board of directors or the general meeting of shareholders fails to consider and approve the above-mentioned related party guarantees, all parties to the transaction shall take effective measures such as early termination of guarantees or cancellation of related transactions or related transactions to avoid the formation of illegal related party guarantees.
Article 18 If the holding subsidiary of the company provides guarantee for the legal person or other organization within the scope of the company's consolidated statements, the company shall disclose it in time after the holding subsidiary performs the review procedures.
If the holding subsidiary of the company provides guarantee for other entities other than those specified in the preceding paragraph, it shall be deemed as providing guarantee by the company and shall comply with the relevant provisions of the guidelines for standardized operation.
Article 19 the counter guarantee provided by the company and its holding subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and the corresponding review procedures and information disclosure obligations shall be performed based on the amount of the counter guarantee provided by the company and its holding subsidiaries, except for the counter guarantee provided by the company and its holding subsidiaries for the guarantee based on its own debts.
Article 20 the company shall continue to pay attention to the financial status and solvency of the guaranteed. If it is found that the guaranteed has serious deterioration of business status, overdue debts, insolvency, bankruptcy, liquidation or other situations that seriously affect the repayment ability, the board of directors shall take effective measures in time to minimize the loss. After the debt guaranteed is due, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time. If the guaranteed fails to perform its debt repayment obligations on time, the company shall take necessary remedial measures in time. Article 21 if the debts guaranteed by the company need to be extended after maturity and continue to be guaranteed by it, it shall re perform the deliberation procedures and information disclosure obligations as a new matter of providing guarantee.
Article 22 the company shall properly manage the guarantee contract and relevant original materials, conduct timely cleaning and inspection, and regularly check with banks and other relevant institutions to ensure the integrity, accuracy and effectiveness of the archived materials, and pay attention to the timeliness and duration of the guarantee.
Article 23 the board of directors of the company shall establish a regular verification system to verify the guarantee behavior of the company. In case of any illegal guarantee behavior of the company, it shall be disclosed in time. The board of directors shall take reasonable and effective measures to remove or correct the illegal guarantee behavior, reduce the losses of the company, safeguard the interests of the company and minority shareholders, and investigate the responsibilities of relevant personnel.
If the company assumes the guarantee liability due to the failure of the controlling shareholder, actual controller and their affiliates to repay the debt in time, the board of directors of the company shall take protective measures such as recovery, litigation, property preservation and ordering to provide guarantee in time to avoid or reduce losses, and investigate the responsibilities of relevant personnel.
Chapter IV conclusion of guarantee contract and risk management
Article 24 a written contract shall be concluded for any guarantee incurred by the company. The contract must comply with the provisions of relevant laws and regulations. The financial department and legal counsel of the company negotiate with the guarantor and conclude a draft guarantee contract. The financial department and legal counsel are responsible for organizing the review of the legitimacy of the terms of the guarantee contract. Clauses that are obviously detrimental to the interests of the company or may have unpredictable risks shall be deleted or modified.
Article 25 when signing a guarantee contract, the board of directors or the general meeting of shareholders of both parties must approve the guarantee.
Article 26 Where the registration of mortgage and pledge is required by law, the relevant responsible personnel of the company must go through the registration of mortgage and pledge with the relevant registration authority within 20 days from the date of signing the guarantee contract.
Article 27 the Finance Department of the company is the daily management department of the company's guarantee, and each guarantee must designate a specific person in charge. After the guarantee contract is concluded, the financial department of the company shall be responsible for the preservation and management by a specially assigned person. The finance department shall strengthen the tracking management of the loan business during the guarantee period, regularly understand the performance of the guarantee contract, pay attention to the corresponding guarantee limitation period, and timely notify the board of supervisors and the Secretary of the board of directors in writing, so as to facilitate timely disclosure and avoid violations.
After the debt guaranteed by the company is due, the responsible person shall actively urge the guaranteed to fulfill the repayment obligation within 15 working days, and timely notify the board of supervisors and the Secretary of the board of directors of the repayment progress of the guaranteed in writing, so as to facilitate timely disclosure and avoid violations.
Article 28 the Finance Department of the company shall appoint a special person to prepare the reference materials of the external guarantee provided by the company, which shall include the following aspects:
(I) names, contact information and valid business license of enterprise legal person of creditors and debtors;
(II) type, mode, term, amount and scope of guarantee;
(III) loan issuing date and amount, loan purpose, loan interest rate, repayment date and repayment fund source under the loan contract;
(IV) the time limit, amount and default record (if any) of the debtor's performance under the borrower's main contract; (V) other matters.
Article 29 the responsible person shall pay attention to the production and operation, changes in assets and liabilities, external guarantee or other liabilities, division, merger, change of legal representative and changes in foreign business reputation of the guaranteed party, and actively prevent risks.
Article 30 if there is evidence that the other party of the mutual insurance agreement has suffered serious operating losses, or major events such as the dissolution and division of the company occur, the relevant departments and responsible persons related to the guarantee shall timely report to the board of directors of the company and propose to terminate the mutual insurance agreement.
Article 31 for the guarantee of continuous creditor's rights without an agreed guarantee period, if it is found that there is a great risk for the guaranteed to continue to guarantee, it shall notify the creditor in writing to terminate the guarantee contract in time after discovering the risk.
Article 32 in the process of capital operation such as acquisition and foreign investment, the company shall carefully review the external guarantee of the acquiree as an important basis for the resolution of the board of directors. (not the content of external guarantee) Article 33 when the company is the general guarantor, there is no judgment on the main contract dispute
