Lanzhou Foci Pharmaceutical Co.Ltd(002644) : external guarantee management system

Lanzhou Foci Pharmaceutical Co.Ltd(002644)

External guarantee management system

Chapter I General Provisions

Article 1 in order to regulate the external guarantee of Lanzhou Foci Pharmaceutical Co.Ltd(002644) (hereinafter referred to as “the company”), control the operation risk of the company’s assets, ensure the safety of the company’s assets and safeguard the interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) In combination with the actual situation of the company, such laws, regulations and normative documents as the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and the relevant provisions of the Lanzhou Foci Pharmaceutical Co.Ltd(002644) articles of Association (hereinafter referred to as the “articles of association”), This system is hereby formulated.

Article 2 the term “external guarantee” as mentioned in this system refers to the guarantee provided by the company for others, including the guarantee of the company to its holding subsidiaries.

Article 3 the company’s external guarantee shall be subject to unified management. Without the approval and authorization of the board of directors or the general meeting of shareholders, the company and its subsidiaries shall not provide external guarantee or mutual guarantee.

Article 4 the external guarantee of the company controlled or actually controlled by the company shall be regarded as the behavior of the company, and its external guarantee shall be subject to this system. The subsidiary of the company shall report to the office of the board of directors and the Finance Department of the company for review before considering the external guarantee at its board of directors or shareholders’ meeting.

Article 5 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.

Article 6 the directors, supervisors and senior managers of the company shall carefully treat and strictly control the debt risks arising from the guarantee, and bear joint and several liabilities for the losses arising from the illegal and improper guarantee according to law.

Chapter II object and examination of external guarantee

Article 7 the company may provide guarantee for units with independent legal personality and one of the following conditions:

1. Mutual insurance units required by the company’s business;

2. Units with or potentially important business relations with the company;

3. Holding subsidiaries of the company and other units with control relationship.

The above units must have good operating conditions and corresponding solvency, have no major operational and financial risks, and comply with the relevant provisions of this system.

Article 8 if the company considers that it is necessary to develop business contacts and cooperative relations with the applicant guarantor and the risk is small, the guarantor may be provided after being deliberated and approved by the board of directors or the general meeting of shareholders.

Article 9 Where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, it shall require the other party to provide counter guarantee.

Article 10 the board of directors of the company shall master the credit status of the other party and fully analyze the interests and risks of the guarantee before deciding to provide guarantee to the outside world or submitting it to the general meeting of shareholders for deliberation.

Article 11 the information on the credit status of an applicant for a guarantor shall at least include the following contents:

1. Basic information of the enterprise, including business license, copy of articles of association, identity certificate of legal representative, related information of association with the company and other relationships, etc;

2. Guarantee application, including but not limited to guarantee method, term, amount, etc;

3. The latest audited financial report and analysis of repayment ability;

4. Main contracts related to the loan and documents related to the main contract;

5. Conditions and relevant materials for the guarantor to provide counter guarantee;

6. Description of no potential and ongoing major litigation, arbitration or administrative punishment;

7. Other important information.

Article 12 the Finance Department of the company shall investigate and verify the operation and financial status, project status, credit status and industry prospect of the applicant guarantor according to the basic information provided by the applicant guarantor, confirm the authenticity of the information, put forward the guarantee business evaluation report, which shall be submitted to the general manager office and the board of directors for approval after being approved and signed by the financial director of the company.

Article 13 the board of directors shall carefully review the application for guarantor according to relevant materials. In principle, it shall not provide guarantee for any of the following circumstances.

1. Not qualified as a borrower, and the loan and capital investment do not comply with national laws and regulations or national industrial policies;

2. There are false records or false materials in the financial and accounting documents in the last three years;

3. The company has provided guarantee for it, and there have been overdue bank loans and interest arrears, which have not been repaid or effective treatment measures cannot be implemented by the time of this guarantee application;

4. The business condition has deteriorated, the reputation is bad, and there is no sign of improvement;

5. Failure to implement the effective property used for counter guarantee;

6. Other circumstances in which the board of Directors considers that the guarantee cannot be provided.

Article 14 the company shall provide guarantees for its holding subsidiaries and joint-stock companies, and other shareholders of the holding subsidiaries and joint-stock companies shall provide the same guarantee and other risk control measures according to the proportion of capital contribution.

Article 15 the counter guarantee assets (property) provided by the guarantor applicant shall be audited or evaluated by the asset evaluation and audit institution designated by the company. The total value of the assets audited or evaluated for counter guarantee shall not be less than the amount guaranteed by the company. If the property of the counter guarantee provided by the guarantor is prohibited from circulation or non transferable by laws and regulations, the company shall not provide guarantee for it.

Chapter III Procedures for examination and approval of external guarantees

Article 16 the external guarantee of the company shall be examined and approved by the board of directors or the general meeting of shareholders. The board of directors shall organize, manage and implement the external guarantee matters approved by the general meeting of shareholders.

Article 17 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:

1. Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;

2. Any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 30% of the total assets audited in the latest period;

3. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;

4. The amount of a single guarantee exceeds 10% of the latest audited net assets;

5. Guarantees provided to shareholders, actual controllers and their related parties;

6. The guarantee amount exceeds 30% of the latest audited total assets of the company within 12 consecutive months;

7. Within 12 consecutive months, the guarantee amount exceeds 50% of the latest audited net assets of the company and the absolute amount exceeds 50 million yuan;

8. Other guarantees stipulated in laws, regulations, normative documents or the articles of association.

When the general meeting of shareholders deliberates the guarantee proposal in Item 2 of this article, it shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. When the general meeting of shareholders deliberates the guarantee proposal in Item 5 of this article, the relevant shareholders or shareholders controlled by the actual controller 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.

Article 18 except for the external guarantee matters that must be deliberated and approved by the general meeting of shareholders as stipulated in the articles of association and these measures, other external guarantee matters of the company shall be deliberated and approved by the board of directors.

The board of directors is responsible for deliberating other external guarantees other than those that must be approved by the general meeting of shareholders, which shall be deliberated and approved by more than 2 / 3 of the directors present at the board of directors.

Article 19 the board of directors may employ an external professional risk assessment institution as the basis for the company’s decision-making when necessary.

Chapter IV Examination and conclusion of guarantee contract

Article 20 for external guarantee, the company must conclude a written guarantee contract. A guarantee contract must comply with the requirements of laws and regulations, and the contract matters shall be clear.

Article 21 when signing a guarantee contract, the signatory must hold the resolution of the board of directors or the general meeting of shareholders on the guarantee and the authorization of the board of directors or the general meeting of shareholders.

Article 22 when a guarantee contract is concluded, the responsible person must carefully examine the relevant contents of the guarantee contract, and require the other party to modify the terms that violate laws and regulations, the articles of association, the relevant resolutions of the board of directors or the general meeting of shareholders, are obviously detrimental to the interests of the company or may have unpredictable risks. If the other party refuses to modify, the responsible person shall refuse to provide guarantee for it and report to the board of directors or the general meeting of shareholders of the company. Article 23 a guarantee contract shall specify the following terms:

1. Creditors and debtors;

2. The type and amount of the creditor’s rights of the guaranteed;

3. The agreed time limit for the debtor and the creditor to perform the debt;

4. Guarantee method;

5. Scope of guarantee;

6. Guarantee period;

7. Rights, obligations and liabilities for breach of contract of each party;

8. Other matters that the parties consider necessary to be agreed.

Article 24 the chairman of the board of directors or other persons legally authorized shall sign the guarantee contract on behalf of the company in accordance with the resolutions of the board of directors or the general meeting of shareholders of the company. No one shall sign a guarantee contract on behalf of the company without the approval and authorization of the general meeting of shareholders or the board of directors. The responsible person shall not sign or seal as the guarantor in the guarantee contract beyond his authority.

Article 25 when accepting counter guarantee mortgage and counter guarantee pledge, the Finance Department of the company, together with the legal personnel or legal counsel of the company, shall timely go through the formalities of mortgage or pledge registration.

Article 26 If the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed by it, it shall be used as a new external guarantee and re perform the guarantee approval procedure.

Chapter V Administration of external guarantee

Article 27 the external guarantee shall be handled by the finance department in accordance with the resolutions of the board of directors and the general meeting of shareholders, with the assistance of legal personnel.

Article 28 the main responsibilities of the Finance Department of the company are as follows:

1. Conduct credit investigation and evaluation on the guaranteed unit;

2. Handle guarantee procedures in detail;

3. After external guarantee, track, inspect and supervise the guaranteed unit;

4. Do a good job in the filing and management of documents related to the guaranteed enterprise;

5. Timely and truthfully provide all external guarantees of the company to the audit institution of the company as required;

6. Handle other matters related to guarantee.

Article 29 in the process of external guarantee, the main responsibilities of legal personnel are as follows:

1. Cooperate with the finance department in the credit investigation and evaluation of the guaranteed unit;

2. Be responsible for drafting or legally reviewing all documents related to guarantee;

3. Be responsible for handling legal disputes related to external guarantee;

4. After assuming the guarantee responsibility, the company shall be responsible for handling the recovery of the guaranteed unit;

5. Handle other matters related to guarantee.

Article 30 the company shall properly manage the guarantee contract and relevant original materials, timely clean up and inspect them, and regularly check with banks and other relevant institutions to ensure that the archived materials are complete, accurate and effective, and pay attention to the limitation period of the guarantee.

If the internal audit department of the company finds any abnormal guarantee contract that has not been deliberated and approved by the board of directors or the general meeting of shareholders during the audit process, it shall timely report to the board of directors and the board of supervisors and make an announcement.

Article 31 the company shall continue to pay attention to the situation of the guaranteed, collect the latest financial information and audit report of the guaranteed, and regularly analyze its financial status and solvency. If it is found that the business condition of the guaranteed is seriously deteriorated or major events such as dissolution and division of the company occur, the board of directors shall take effective measures in time to minimize the loss.

Article 32 after the debts guaranteed by the company are due, the guaranteed party shall be urged to perform its debt repayment obligations within a limited time. When the guaranteed fails to perform the repayment obligation in time after the debt is due, or the guaranteed goes bankrupt, liquidates, or the creditor claims that the company performs the guarantee obligation, the handling department of the company shall timely understand the debt repayment of the guaranteed, prepare to start the counter guarantee recovery procedure after knowing it, and notify the Secretary of the board of directors at the same time, The Secretary of the board of directors shall immediately report to the board of directors of the company.

Article 33 the company shall take necessary measures in time to effectively control risks when it finds evidence that the guaranteed has lost or may lose the ability to perform its debts; If it is found that creditors and debtors collude maliciously to damage the interests of the company, they shall immediately take measures such as requesting confirmation of the invalidity of the guarantee contract; If economic losses are caused due to the breach of contract by the guaranteed, it shall recover from the guaranteed in time.

Article 34 when the company acts as a general guarantor, it shall not assume the guarantee liability to the debtor in advance without the decision of the board of directors of the company before the dispute over the guarantee contract has not been tried or arbitrated and the debtor’s property has been enforced according to law and still cannot perform its debts.

Article 35 If the same creditor’s right has both guarantee and material guarantee, when the creditor abandons or neglects to claim the material guarantee, it shall not decide to perform all guarantee responsibilities without the consent of the board of directors of the company.

Article 36 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the relevant responsible person shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.

Article 37 If there are two or more guarantors in a suretyship contract and it is agreed with the creditor to bear the suretyship liability according to the share, it shall refuse to bear the additional suretyship liability exceeding the share of the company; If it is not agreed to assume the guarantee liability according to the share, the company shall recover its share from other guarantors after assuming the guarantee liability.

Article 38 after performing the guarantee obligation for the debtor, the company shall take effective measures to recover from the debtor and disclose the recovery in time.

Chapter VI Information Disclosure of external guarantee

Article 39 the company shall conscientiously perform the obligation of information disclosure of external guarantees in accordance with laws, regulations, normative documents and the articles of association. The contents disclosed include but are not limited to the resolutions of the board of directors or the general meeting of shareholders, the total amount of external guarantees provided by the company and its holding subsidiaries as of the announcement date, the total amount of guarantees provided by the company to its holding subsidiaries, the proportion of the above amounts in the latest audited net assets of the company, and the requirements of Shenzhen Stock Exchange