Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. external guarantee management system
Chapter I General Provisions
Article 1 in order to strengthen the internal control of the external guarantee business of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as the company), standardize the guarantee behavior and prevent the guarantee risk, according to the company law of the people’s Republic of China, the civil code of the people’s Republic of China and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “rules for the listing on the gem”) This system is formulated in accordance with relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the guidelines for supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, and the articles of association of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 the term “guarantee” as mentioned in this system refers to the act that the company provides a certain way of guarantee to the guaranteed and undertakes corresponding legal liabilities according to law in accordance with the civil code of the people’s Republic of China and the guarantee contract or agreement and in accordance with the principles of fairness, voluntariness and mutual benefit.
Article 3 in establishing and implementing the internal control of guarantee, the company shall strengthen the risk control of key links and take corresponding control measures to achieve the following objectives:
1. Ensure the standardization of guarantee business and prevent and control contingent liability risks;
2. Ensure the authenticity, completeness and accuracy of the guarantee business and meet the needs of information disclosure;
3. Comply with relevant national guarantee regulations and the requirements of regulatory authorities;
4. The principal debt contract and guarantee contract must comply with the provisions of the civil code of the people’s Republic of China and other national laws, regulations and the articles of association.
Article 4 this system is applicable to the company and its holding subsidiaries. The general meeting of shareholders and the board of directors of the company are the decision-making bodies for external guarantees. All external guarantees of the company must be approved by the general meeting of shareholders or the board of directors of the company in accordance with the procedures. The company shall not provide external guarantee without the approval of the general meeting of shareholders or the board of directors.
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, except for the counter guarantee provided by the company and its holding subsidiaries for the guarantee based on its own debts.
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.
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 of this section.
Chapter II principles of guarantee
Section 1 conditions of guarantee
Article 5 the company authorizes the finance department to handle the specific guarantee business of the company, and the finance department shall be equipped with qualified personnel. Personnel handling guarantee business shall have good professional ethics and strong risk awareness, be familiar with guarantee business, and master professional knowledge and laws and regulations related to guarantee.
Article 6 in case of guarantee business, the finance department shall first conduct on-the-spot investigation on the guaranteed enterprise to understand its asset operation, qualification and reputation, put forward preliminary opinions, and conduct examination and approval according to the examination and approval authority and procedures specified in the articles of association.
Article 7 the letter of intent for guarantee shall be initialed before the formal signing of the guarantee contract. The letter of intent shall be accompanied by the following information:
1. Copy of the business license of the guaranteed (duplicate);
2. The financial statements of the guarantor in the latest fiscal year audited by a qualified accounting firm;
3. The latest financial statements of the guaranteed;
4. The real estate, fixed assets and other valid management certificates of the property ownership of the guaranteed; 5. Other necessary information.
Article 8 when necessary, the company shall employ an external professional organization to evaluate the risk of implementing external guarantee, which shall be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 9 the guarantee contract shall be drafted by the finance department. After performing the relevant approval procedures, it shall come into force after being signed by the legal representative or authorized representative.
Article 10 the company shall conduct risk assessment on the guarantee business, ensure that the guarantee business complies with national laws and regulations and the guarantee policy of the enterprise, and prevent the risk of the guarantee business. All directors of the company shall prudently treat and strictly control the debt risk arising from external guarantee, and bear joint and several liability for the loss caused by their fault according to law. The controlling shareholder and other related parties shall not force the company to provide guarantee for others.
The board of directors shall carefully consider and analyze the financial status, operation status, industry prospect and credit situation of the guaranteed party, and make decisions prudently according to law.
Article 11 under any of the following circumstances, the company shall not provide guarantee:
1. The guarantee project does not comply with the provisions of national laws, regulations and policies;
2. Has entered the reorganization, custody, merger or bankruptcy liquidation procedures;
3. Deterioration of financial status and insolvency;
4. Chaotic management and high operation risk;
5. Having major business disputes or economic disputes with other enterprises, facing legal proceedings and possibly bearing major liability for compensation;
6. A guarantee dispute has occurred with the company and has not been properly resolved, or the guarantee fee cannot be paid in full and on time.
Section 2 approval of guarantee
Article 12 Where the company provides a guarantee, if the guarantee belongs to one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total external guarantee of 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) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(VII) guarantees provided to shareholders, actual controllers and their related parties;
(VIII) other guarantees stipulated by the CSRC, 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 (VI) 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 related parties, 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. Except those that must be approved by the general meeting of shareholders, any other guarantee can be provided only with the approval of the board of directors of the company. The actual guarantors of the controlling shareholder, the controlling shareholder and their affiliates shall be the guarantors.
Where the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which falls under the circumstances of items (I) to (IV) of the preceding paragraph, it may be exempted from submitting to the general meeting of shareholders for deliberation.
The provisions of this article shall apply to the external guarantee of the company within 12 months in accordance with the principle of cumulative calculation. If the obligations have been performed in accordance with the relevant provisions, it will not be included in the relevant cumulative calculation scope.
Article 13 after the company’s initial public offering and listing in Shenzhen Stock Exchange, if the guarantee amount of the company exceeds 30% of the company’s total assets audited in the latest period for 12 consecutive months, it must be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting, and shall be arranged to facilitate the participation of small and medium-sized investors in the general meeting of shareholders through the trading system of Shenzhen Stock Exchange and Internet voting system.
Article 14 the independent directors of the company shall express their independent opinions on the legality and compliance, impact on the company and existing risks when the board of Directors considers the external guarantees (except for providing guarantees for subsidiaries within the scope of merger), and may hire an accounting firm to check the accumulated and current external guarantees of the company when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 15 for the external guarantee submitted to the general meeting of shareholders for deliberation, the shareholders or authorized representatives who have an interest in the guarantee shall withdraw from voting.
Article 16 Where an enterprise provides a guarantee for a related party, the relevant personnel who have economic interests or close relatives with the related party shall withdraw from the evaluation and approval process.
Article 17 If the guaranteed party requests to change the guarantee items, the enterprise shall re perform the evaluation and approval procedures.
Article 18 If the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed by the company, it shall be used as a new external guarantee and re perform the guarantee approval procedure.
Chapter III guarantee risk management
Article 19 when the board of Directors considers the provision of guarantee, the directors shall actively understand the basic information of the guaranteed party, such as operation and financial status, credit status, tax payment, etc.
The directors shall make a prudent judgment on the compliance and rationality of the guarantee, the ability of the guaranteed party to repay the debt, whether the counter guarantee measures are effective and whether the guarantee risk is controllable.
When the board of directors deliberates the guarantee proposal for the company’s holding and participating companies, the directors shall focus on whether other shareholders of the holding and participating companies provide the same proportion of guarantee or counter guarantee and other risk control measures according to the equity ratio, whether the guarantee risk is controllable and whether it damages the interests of the company.
Article 20 the company only accepts the following properties of the guaranteed enterprise as collateral:
1. Houses and other attachments on the ground and land use rights owned by the guaranteed enterprise;
2. Machines owned by the guaranteed enterprise;
3. Other mortgages with stronger liquidity than the above assets.
Article 21 the company only accepts the following rights of the guaranteed enterprise as pledge:
1. The national debt owned by the guaranteed enterprise;
2. State key construction bonds and enterprise bonds owned by the guaranteed enterprise with good reputation;
3. The shares of the enterprise can be transferred and accepted by the bank according to law. Article 22 the company shall not accept the property and rights of the guaranteed enterprise that have set guarantees or other rights restrictions as mortgages or pledges.
Article 23 when signing the counter guarantee contract with the guaranteed enterprise, the company shall, in accordance with the relevant provisions of the civil code of the people’s Republic of China, go through the registration of collateral, pledge or pledge of rights at the same time, or go through the necessary notarization procedures as the case may be.
Article 24 The Finance Department of the company shall assign special personnel to establish a guarantee account, which shall record in detail the guarantee object, amount, term, articles used for mortgage and pledge, rights and other relevant matters.
Article 25 the Finance Department of the company shall assign special personnel to continuously pay attention to the situation of the guaranteed, collect the latest financial data 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 26 the company shall strengthen the management of the guarantee contract. The finance department shall properly keep the guarantee contract, the main contract related to the guarantee contract, the counter guarantee letter or counter guarantee contract, as well as the mortgage and pledge right certificates and relevant original materials, timely clean up and inspect them, and regularly check with the bank 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.
In the process of contract management, once the relevant person in charge of the finance department finds an abnormal contract that has not been approved by the deliberation procedures of the board of directors or the general meeting of shareholders, he shall timely report to the board of directors and the board of supervisors and make an announcement.
Article 27 the company shall strengthen the management of the counter guarantee property, properly keep the property and certificate of rights used by the guaranteed for counter guarantee, regularly verify the existence and value of the property, and timely deal with any problems found to ensure the safety and integrity of the counter guarantee property.
Article 28 when the guarantee contract expires, the company shall comprehensively clean up the property and certificates of rights used for guarantee, and timely terminate the guarantee relationship in accordance with the contract.
After the external guaranteed debt is due, the company shall urge the guaranteed party to fulfill its debt repayment obligations within a limited time. If the guaranteed fails to pay off its debts within the time limit, or the guaranteed goes bankrupt, dissolves, liquidates, or the creditor claims that the guarantor should bear the guarantee liability, the company shall timely understand the operation, financial status and debt repayment of the guaranteed, disclose relevant information according to law, and take remedial measures and start recovery procedures in time.
Article 29 Where the company provides guarantee to others and is expected to bear joint and several liability for compensation, it shall confirm, measure, record and report the provisions of contingencies in accordance with the provisions of the national unified accounting system. Article 30 in case of any dispute over guarantee work, after being authorized by the legal representative of the company, the company shall send employees to properly handle it by litigation or non litigation as remedial measures.
Article 31 the company shall notify the guaranteed enterprise to pay off its debts two months in advance. If the guaranteed fails to perform its obligations on time, the company shall take necessary remedial measures in time.
Article 32 The Finance Department of the company is responsible for collecting the following documents related to external guarantee and archiving and keeping them:
1. Background information of the guaranteed enterprise (business license, articles of association, financial statements in recent three years, etc.);
