Fujian Cosunter Pharmaceutical Co.Ltd(300436) external guarantee system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as “the company”), prevent financial risks and ensure the safety of the company’s assets, in accordance with the company law of the people’s Republic of China, the guarantee law of the people’s Republic of China and other laws, regulations and departmental rules, as well as the relevant provisions of Fujian Cosunter Pharmaceutical Co.Ltd(300436) articles of Association (hereinafter referred to as “the articles of association”), etc, The Fujian Cosunter Pharmaceutical Co.Ltd(300436) external guarantee system (hereinafter referred to as “the system”) is hereby formulated. Article 2 the term “external guarantee” as mentioned in this system refers to the act that the company provides guarantee for the debtor’s debt to the creditor as a third party. When the debtor fails to perform the debt, the company shall perform the debt or bear the responsibility according to the agreement. The forms of guarantee include guarantee, mortgage and pledge.
Article 3 all directors and senior managers of the company shall carefully treat and strictly control the debt risk caused by external guarantee, and bear joint and several liabilities for the losses caused by illegal or improper external guarantee according to law.
Article 4 this system is applicable to the company and its holding subsidiaries (hereinafter referred to as “subsidiaries”). The external guarantee of the company’s subsidiaries shall be implemented in accordance with this system.
Article 5 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Chapter II examination and approval authority of external guarantee
Article 6 Where a listed company provides a guarantee, it shall disclose it to the public in a timely manner after deliberation by the board of directors.
Article 7 the following guarantees beyond the authority of the board of directors shall be submitted to the general meeting of shareholders of the company 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 30% of the company’s latest audited total assets within 12 consecutive months;
(V) 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;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by Shenzhen Stock Exchange or this system.
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 mentioned in paragraph 4 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.
Chapter III object of external guarantee and handling procedures
Article 8 the guaranteed party shall meet the following conditions:
(I) the operation and finance are normal, and there is no relatively large operation risk and financial risk;
(II) the guaranteed party or a third party provides effective counter guarantee with its legally owned assets.
Article 9 after receiving the guarantee application from the guaranteed party, the company’s general manager shall designate the company’s financial department to strictly review and evaluate the credit status of the guaranteed party, and may employ legal or financial advisers to assist in handling it when necessary. The review and evaluation materials shall be submitted to the board of directors of the company for deliberation after being approved by the general manager of the company.
Article 10 in the process of implementing external guarantee, the main responsibilities of the company’s financial department are as follows:
(I) carefully carry out the qualification examination of the guaranteed enterprise, such as investigation, credit analysis and risk prediction, and issue financial feasibility suggestions;
(II) handle specific procedures for external guarantee;
(III) follow up and supervise the guaranteed enterprise in time after providing external guarantee;
(IV) earnestly do a good job in the filing and management of documents related to the guaranteed enterprise;
(V) handle other matters related to external guarantee.
The person in charge of financial work of the company is responsible for the review of daily guarantee matters.
Article 11 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.
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.
Where a listed company provides a guarantee for a wholly-owned subsidiary, or provides a 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 belongs to items 1 to 4 of paragraph 1 of Article 7, it may be exempted from submitting to the general meeting of shareholders for deliberation, unless otherwise stipulated in the articles of association.
Article 12 the company’s external guarantee and counter guarantee contract documents shall be signed by the chairman or authorized representative of the company.
Article 13 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.
Article 14 Where a holding subsidiary of a listed company provides a guarantee for a legal person or other organization within the scope of the consolidated statements of the listed company, the listed company shall disclose it in time after the holding subsidiary performs the deliberation procedures.
Where a holding subsidiary of a listed company provides a guarantee for an entity other than the entity specified in the preceding paragraph, it shall be deemed as a listed company providing a guarantee and shall comply with the relevant provisions of this system.
Chapter IV counter guarantee
Article 15 for external guarantee, the company shall take counter guarantee and other measures to prevent risks, require the guaranteed party to provide counter guarantee in the form of mortgage or pledge, and the provider of counter guarantee shall have the actual ability to perform. The counter guarantee or other effective risk prevention measures provided by the guarantor must correspond to the amount guaranteed by the company. Where the company provides guarantees for wholly-owned subsidiaries or guarantees between wholly-owned subsidiaries, counter guarantees may not be required.
A listed 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 risk control measures such as the same guarantee or counter guarantee 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 holding subsidiaries or joint-stock companies of the listed company according to the proportion of capital contribution, the board of directors of the listed company shall disclose the main reasons, and fully explain whether the guarantee risk is controllable and whether it damages the interests of the listed company on the basis of analyzing the operation and solvency of the guarantee object.
Article 16 the company does not accept the property and rights that the guaranteed enterprise has set guarantees or other rights restrictions as mortgages or pledges.
Article 17 when signing the counter guarantee contract with the guaranteed enterprise, the company shall, in accordance with the relevant provisions of the guarantee law, 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.
Chapter V Information Disclosure of external guarantee
Article 18 the company shall earnestly perform relevant information disclosure obligations in accordance with relevant laws and regulations. The external guarantees reviewed and approved by the board of directors or the general meeting of shareholders of the company must be timely disclosed in the information disclosure newspapers and periodicals designated by the CSRC. The contents of disclosure 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.
In the annual report, the independent directors of the company shall make special explanations on the company’s accumulated and current external guarantees and the implementation of relevant regulations, and express independent opinions.
Article 19 the financial department of the company shall truthfully provide all guarantees to the certified public accountant responsible for the audit of the company in accordance with the provisions. Article 20 the external guarantee of the company’s holding subsidiaries shall be implemented in accordance with the above provisions. The holding subsidiary of the company shall timely notify the company to perform relevant information disclosure obligations after the resolution is made by its board of directors or general meeting of shareholders.
Chapter VI risk management of external guarantee
Article 21 the relevant departments of the company shall track and supervise the operation and debt repayment of the guaranteed party during the guarantee period, and do the following work:
(I) the financial department of the company shall timely understand and master the use and withdrawal of the guaranteed party’s funds; Regularly learn about the debt repayment from the secured party and creditors; Once it is found that the financial situation of the guaranteed party has deteriorated, it shall report to the company in time and provide countermeasures and suggestions; Once it is found that the guaranteed party has the behavior of evading debts such as transferring property, it shall cooperate with the Legal Affairs Department of the company to take risk prevention measures in advance; The guaranteed party shall be notified two months in advance to pay off the debts (if the guarantee period is half a year, one month in advance).
(II) the financial department of the company shall timely understand and master the operation of the guaranteed party; Once it is found that the operation of the guaranteed party has deteriorated, it shall report to the company in time and provide countermeasures and suggestions.
Article 22 If the guaranteed party fails to perform the contract and the secured creditor claims against the company, the company shall immediately start the counter guarantee recovery procedure.
Article 23 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.
Chapter VII supplementary provisions
Article 24 this system shall come into force from the date of adoption by the general meeting of shareholders. In case of any conflict between this system and relevant laws, regulations and the articles of association, the relevant laws, regulations or the articles of association shall prevail.
Article 25 the board of directors of the company shall be responsible for the interpretation of this system and timely submit for amendment in accordance with relevant laws, regulations or the articles of association.
