Nacity Property Service Group Co.Ltd(603506)
External guarantee management system
April, 2002
Chapter I General Provisions
Article 1 this system is formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Nacity Property Service Group Co.Ltd(603506) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws and regulations in order to standardize the company’s external guarantee management, standardize the company’s guarantee behavior and control the company’s business risks.
Article 2 the external guarantee mentioned in this system refers to the act that the company provides guarantee for the debt of the debtor to the creditor as a third party. When the debtor fails to perform the debt, the company performs the debt or assumes responsibility according to the agreement. The external guarantee mentioned in this system includes the guarantee of the company to its holding subsidiaries. The forms of guarantee include guarantee, mortgage and pledge.
Article 3 the company’s multi-layer guarantee management system includes:
The financial department is the preliminary examination and daily management department of the company’s external guarantee, which is responsible for accepting and preliminary examining the guarantee applications submitted by all the guaranteed persons, as well as the daily management and continuous risk control of external guarantee; The securities department is responsible for the compliance review of the company’s external guarantee and organizing the implementation of the approval procedures of the board of directors or the general meeting of shareholders.
Article 4 external guarantee shall be uniformly managed by the company. Without the approval of the company, subordinate holding companies shall not provide external guarantee.
Article 5 the external guarantee that should be examined and approved by the board of directors must be examined and approved by more than two-thirds of the directors present at the board of directors and a resolution must be made.
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.
When the general meeting of shareholders deliberates on the provision of guarantees 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.
Article 6 the following external guarantees must be approved by the general meeting of shareholders:
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(III) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(IV) guarantees provided to shareholders, actual controllers and their related parties;
(V) other guarantees stipulated by the stock exchange or the articles of association.
Other guarantees other than the above guarantees shall be approved by the board of directors of the company.
When the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph, it shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
Chapter II Acceptance and review procedures of the company’s external guarantee application
Article 7 the company’s external guarantee application shall be accepted by the financial department. The guaranteed shall submit the guarantee application and attachments to the financial department at least 10 days in advance. The guarantee application shall at least include the following contents: (I) basic information of the guaranteed;
(II) description of the guaranteed main debt;
(III) guarantee type and guarantee period;
(IV) main terms of the guarantee agreement;
(V) the guarantor’s description of the repayment plan and source of the guaranteed debt;
(VI) counter guarantee scheme.
Article 8 when submitting the guarantee application, the guaranteed shall also attach the materials related to the guarantee, which shall include:
(I) a copy of the business license of the enterprise legal person of the guaranteed;
(II) the latest audited financial statements of the guaranteed for the previous year and the latest period;
(III) guaranteed main debt contract;
(IV) the format text of the guarantee contract provided by the creditor;
(V) description that there is no major litigation, arbitration or administrative punishment;
(VI) other materials deemed necessary by the financial department.
Article 9 after accepting the application of the guaranteed party, the financial department shall timely investigate the credit status of the guaranteed party, assess the risk of providing guarantee, and decide whether to provide guarantee on the basis of prudent judgment of the guaranteed party’s debt repayment ability. After forming a written report (together with a copy of the guarantee application and attachments), it shall be sent to the securities department.
Article 10 the securities department shall conduct compliance review after receiving the written report of the financial department and relevant materials of the guarantee application.
Article 11 the securities department shall organize the implementation of the approval procedures of the board of directors or the general meeting of shareholders in accordance with the relevant provisions of the articles of association after the guarantee application has passed its compliance review.
Article 12 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed party before considering the external guarantee proposal, carefully consider and analyze the financial status, operation status, industry prospect and credit status of the guaranteed party, and make a prudent decision according to law. The company may, when necessary, hire an external professional institution to assess the guarantee risk as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 13 when reviewing two or more external guarantee applications (including two) at the same meeting of the board of directors, the board of directors of the company shall vote on each external guarantee item by item, and shall obtain the consent of more than 2 / 3 of all directors attending the board of directors.
If the number of directors participating in the voting of a certain external guarantee is less than three due to the avoidance of voting by directors, the external guarantee shall be submitted to the general meeting of shareholders for voting. Independent directors shall express independent opinions when the board of Directors considers external guarantees (except for providing guarantees to subsidiaries within the scope of merger), and can hire an accounting firm to check the company’s accumulated and current external guarantees when necessary.
Article 14 when the board of directors or the general meeting of shareholders of the company makes a resolution on the guarantee, the directors or shareholders who have an interest in the guarantee shall withdraw from voting.
Article 15 the securities department shall record in detail the discussion and voting of the board meeting and the general meeting of shareholders on the guarantee matters, and shall timely perform the obligation of information disclosure.
Article 16 in the annual report, the independent directors of the company shall make special explanations on the outstanding external guarantees of the listed company at the end of the reporting period and the current period, and the implementation of the provisions of this chapter, and express independent opinions.
Chapter III daily management and continuous risk control of external guarantee
Article 17 Where 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.
The external guarantees examined and approved by the board of directors or the general meeting of shareholders of the company must be disclosed in a timely manner on the website of the stock exchange and the media meeting the conditions specified by the CSRC. The disclosed contents include 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 date of information disclosure, and the total amount of guarantees provided by the company to its holding subsidiaries.
When handling the loan guarantee business, the company shall submit the articles of association, the original resolution of the board of directors or the general meeting of shareholders on the guarantee, the disclosure information of the guarantee and other materials to the banking financial institution.
Article 18 when providing external guarantee, the company shall conclude a written contract. The guarantee contract shall comply with the provisions of the civil code of the people’s Republic of China and other relevant laws and regulations, and the main terms shall be clear and unambiguous. Article 19 the financial department is the daily management department of the company’s external guarantee, which is responsible for the unified registration and filing management of the external guarantee matters of the company and its subordinate holding companies.
Article 20 the financial department shall properly keep and manage all documents and materials related to the external guarantee of the company (including but not limited to the guarantee application and its attachments, the review opinions of the financial department, other departments of the company and the board of directors / general meeting, and the signed guarantee contract), and shall fill in the form of external guarantee of the company on a quarterly basis and send a copy to the president of the company and the Secretary of the board of directors of the company.
Article 21 the financial department shall track and supervise the operation and financial situation of the guaranteed during the guarantee period, so as to carry out continuous risk control. In case of any major adverse change to the debt repayment ability of the guaranteed party during the guarantee period, it shall report to the board of directors of the company in time.
Article 22 the company shall assign special personnel to continuously pay attention to the situation of the guaranteed, collect the latest financial information and audit report of the guaranteed, regularly analyze its financial status and solvency, pay attention to its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc., establish relevant financial files and report to the board of directors regularly.
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 relevant responsible person shall report to the board of directors in time. The board of directors shall take effective measures to minimize the loss.
Article 23 after the debts guaranteed to others are due, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time. If the guaranteed fails to perform his obligations on time, the company shall take necessary remedial measures in time.
Article 24 If the guaranteed debt needs to be extended after maturity and needs to continue to be guaranteed by the company, it shall be regarded as a new external guarantee, and the review procedures and information disclosure obligations must be performed again in accordance with the procedures stipulated in this system.
Article 25 Where a holding subsidiary of a company provides a guarantee for a 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 deliberation procedures, except for the guarantee matters that should be submitted to the general meeting of shareholders of the company for deliberation in accordance with the stock listing rules of Shanghai Stock Exchange.
Where a holding subsidiary of the company provides a guarantee for an entity other than the entity specified in the preceding paragraph, it shall be deemed that the company provides a guarantee and shall comply with the relevant provisions.
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 26 Where the controlling shareholder, actual controller and other related persons fail to repay the debts formed by the guarantee provided by the company in time, occupy or transfer the company’s funds, assets or other resources, resulting in losses or possible losses to the listed company, 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. If the company has any illegal guarantee behavior, it shall disclose it in time, 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.
Chapter IV relevant responsibilities
Article 27 all directors of the company shall review the external guarantees of the company in strict accordance with the management system and relevant laws, regulations and normative documents.
Article 28 If the relevant audit departments and personnel or other senior managers of the company involved in this system fail to sign the external guarantee contract without authority or delay in performing their duties in accordance with the prescribed procedures, resulting in actual losses to the company, the company shall investigate the responsibilities of the relevant responsible personnel.
Chapter V supplementary provisions
Article 29 the terms “above” and “below” in this system include this number, and the terms “less than”, “less than” and “more than” do not include this number.
Article 30 this system is attached to the articles of association. Matters not covered in this system shall be implemented in accordance with relevant national laws and regulations, the articles of association and other normative documents. In case of any conflict between this system and relevant laws, regulations or the articles of association, the provisions of relevant laws, regulations or the articles of association shall prevail. The company implements the principle of unified management of external guarantees, and the relevant provisions of this system are applicable to the external guarantees of the holding companies of the company.
Article 31 the system shall be drafted by the board of directors and shall come into force after being submitted to the general meeting of shareholders for deliberation and approval. The same shall apply to the modification.
Nacity Property Service Group Co.Ltd(603506) April 2002
