Songcheng Performance Development Co.Ltd(300144)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Songcheng Performance Development Co.Ltd(300144) (hereinafter referred to as “the company”), prevent financial risks and ensure the safety of the company’s assets, in accordance with the civil code of the people’s Republic of China (hereinafter referred to as “the civil code”), 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”) This system is formulated in accordance with the relevant provisions of laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, in combination with the Songcheng Performance Development Co.Ltd(300144) articles of Association and its amendment (hereinafter referred to as the articles of association) and the actual situation of the company.
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”). Without the consent of the company, the holding subsidiary shall not provide external guarantee. The external guarantee of the company’s holding 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 external guarantees must be deliberated by the board of directors or the general meeting of shareholders.
When the board of directors deliberates on external guarantees, it shall be approved by more than two-thirds of the directors present at the meeting of the board of directors. 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.
Article 7 if the external guarantee provided by the company falls into 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) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets;
(III) the guarantee amount of the company within one year exceeds 30% of the company’s total assets audited in the latest period;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their affiliates.
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.
Article 8 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.
Chapter III object of external guarantee and handling procedures
Article 9 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 10 after the company receives the guarantee application from the guaranteed party, the president of the company shall designate the company’s financial department to strictly review and evaluate the credit status of the guaranteed party, and may employ legal counsel to assist in handling it if necessary. The review and evaluation materials shall be submitted to the board of directors of the company for deliberation after being approved by the management of the company.
Article 11 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 12 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 13 the external guarantee and counter guarantee contract documents of the company shall be signed by the chairman or authorized representative of the company and signed on behalf of the company according to the resolutions of the board of directors or the general meeting of shareholders. No one shall sign any guarantee contract on behalf of the company in the name of the company without the approval and authorization of the resolution of the general meeting of shareholders or the board of directors of the company.
The approver shall examine and approve within the scope of authorization in accordance with the provisions of the authorization and approval system for guarantee business, and shall not exceed the authority. The handling person shall handle the guarantee business within the scope of his duties and in accordance with the approval opinions of the approver. For the guarantee business approved by the approver beyond its authority, the operator has the right to refuse to handle it and report to the superior authorized department of the approver in time. The approver shall examine and approve within the scope of authorization in accordance with the provisions of the authorization and approval system for guarantee business, and shall not exceed the authority.
The handling person shall handle the guarantee business within the scope of his duties and in accordance with the approval opinions of the approver. For the guarantee business approved by the approver beyond its authority, the operator has the right to refuse to handle it and report to the superior authorized department of the approver in time.
It is strictly prohibited for any individual to decide to provide guarantee or change the collective examination and approval opinions without authorization.
Article 14 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 15 for the external guarantee of the holding subsidiary, the relevant guarantee business information shall be submitted to the financial department of the company for review. After there is no objection, the board of directors or the general meeting of shareholders of the listed company shall make a resolution.
Chapter IV Risk Management of external guarantee
Article 16 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 17 when the secured party cannot claim the creditor’s rights, the secured party shall immediately start the proceedings against the secured creditor.
Article 18 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 19 Where there are two or more guarantors in a suretyship contract and the company has agreed with the creditor to bear the suretyship liability in proportion to the share, the company shall refuse to bear additional suretyship liability in excess of the company’s share.
Chapter V Supervision and inspection of external guarantee business
Article 20 the Audit Department of the company is the supervision and inspection organization of the external guarantee business, which regularly or irregularly inspects the external guarantee business.
Article 21 the contents of supervision and inspection on internal control of guarantee business mainly include:
(I) setting of Posts and personnel related to guarantee business. Focus on checking whether there are incompatible positions and mixed posts in the guarantee business.
(II) implementation of authorization and approval system for guarantee business. Focus on checking whether the guarantee object complies with the provisions, whether the guarantee business evaluation is scientific and reasonable, whether the approval procedures of the guarantee business comply with the provisions, and whether there is any act of ultra vires approval.
(III) approval of guarantee business. Focus on checking whether the approval process of guarantee business complies with the specified procedures.
(IV) implementation of guarantee business monitoring and reporting system. Focus on checking whether the monitoring report on the financial risks of the guaranteed and the implementation of the guaranteed items is submitted regularly, and whether the safety and integrity of the counter guarantee property are guaranteed.
(V) whether the termination procedures are handled in time when the guarantee contract expires.
Article 22 the Audit Department of the company shall timely report the weak links in the internal control of guarantee business found in the process of supervision and inspection, and the relevant departments shall find out the causes and take measures to correct and improve them. The Audit Department of the company shall report the supervision and inspection of internal control of guarantee business and the rectification of relevant departments according to the internal management authority of the unit.
Article 23 the company shall establish an accountability system for guarantee business. For departments and personnel who make major decision mistakes in guarantee, fail to perform collective approval procedures and fail to implement guarantee business according to regulations, the relevant responsible persons shall be investigated for responsibility according to the severity of the situation and the loss or negative impact on the company.
Chapter VI Information Disclosure of external guarantee
Article 24 the company shall conscientiously perform relevant information disclosure obligations in accordance with laws and regulations and the Shenzhen Stock Exchange GEM Listing Rules.
The external guarantees examined and approved by the board of directors or the general meeting of shareholders of the company must be disclosed in time on the website of the stock exchange and the media meeting the conditions specified 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 listed company and its holding subsidiaries as of the date of information disclosure, and the total amount of guarantees provided by the listed company to its holding subsidiaries.
The independent directors of the company shall, in the annual report, make a special explanation on the outstanding external guarantees and the implementation of this system of the listed company at the end of the reporting period, and express independent opinions.
Article 25 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 26 Where the holding subsidiary of the company provides a guarantee to an entity outside the scope of the company’s consolidated statements, it shall be regarded as providing a guarantee by the company and shall be implemented in accordance with the provisions of this system. 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 VII supplementary provisions
Article 27 matters not covered in this system shall be implemented in accordance with national laws, regulations, normative documents and the articles of association.
Article 28 the system shall come into force after being adopted by the resolution of the board of directors. In case of any conflict between the system and relevant laws, regulations and the articles of association, the relevant laws, regulations, normative documents or the articles of association shall prevail.
Article 29 the system shall be interpreted by the board of directors of the company.
Songcheng Performance Development Co.Ltd(300144) April 23, 2002
