Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
External guarantee management system
Chapter I General Provisions
Article 1 in order to safeguard the interests of investors, standardize the guarantee behavior of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as “the company”), control the operation risk of the company’s assets, and promote the healthy and stable development of the company, in accordance with the civil code of the people’s Republic of China, the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board This system is formulated in combination with the actual situation of the company, such laws, regulations and normative documents as the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, as well as the relevant provisions of the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the guarantee mentioned in this system refers to the guarantee, mortgage or pledge provided by the company and its holding subsidiaries to others as a third party. The specific types include loan guarantee, bank guarantee for issuing letter of credit and bank acceptance bill, guarantee for issuing letter of guarantee, etc. The guarantee provided by the company for its holding subsidiaries shall be regarded as external guarantee. Article 3 all directors and senior managers of the company shall prudently treat and strictly control the debt risk arising from external guarantee.
Article 4 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk. The company has the right to refuse any act of forcing it to provide guarantee for others.
The company’s external guarantee system can only be implemented after being deliberated by the general meeting of shareholders or approved by the board of directors in accordance with the provisions of Article 5 of the company’s external guarantee system.
Article 6 the company’s external guarantee shall be subject to unified management. Without the approval of the board of directors or the general meeting of shareholders, the company and its holding subsidiaries shall not provide external guarantee or mutual guarantee.
Chapter II Guarantee and management
Section 1 guarantee object
Article 7 the company may provide guarantee for units with independent legal personality and one of the following conditions:
(I) holding subsidiaries of the company.
(II) joint stock companies and units required by the company’s business.
The above units must have strong solvency at the same time.
Article 8 the company shall not provide guarantee for the controlling shareholder, other related parties holding less than 50% of the company’s shares, any unincorporated unit or individual.
Article 9 the company shall not directly or indirectly provide debt guarantee for the guaranteed object whose asset liability ratio exceeds 70%.
Article 10 if the company really needs to provide guarantee for other companies due to specific circumstances, it shall strictly implement the relevant provisions, obtain the approval of the board of directors or the general meeting of shareholders in accordance with the corresponding procedures, and must require the other party to provide counter guarantee, and the provider of counter guarantee shall have the actual ability to bear it.
Article 11 the company shall specify the approval authority for the use of the seal related to the guarantee matters in the seal custody and use management system, and make the seal use registration related to the guarantee matters. Section II Guarantee investigation
Article 12 before deciding on a guarantee, the company shall master the operation and credit status of the guaranteed, and fully analyze the benefits and risks of the guarantee, including but not limited to:
(I) it is an enterprise legal person established and effectively existing according to law, and there is no need to terminate;
(II) good operating, financial and credit conditions, with stable cash flow or good development prospects;
(III) where a guarantee has been provided, there shall be no case where the creditor requires the company to bear joint and several guarantee liability;
(IV) have assets that can be mortgaged (pledged) and have corresponding counter guarantee ability;
(V) the financial information provided is true, complete and effective;
(VI) the company has certain control over the guaranteed unit;
(VII) there are no other legal risks.
Article 13 the guarantee applicant shall provide the company with the following information:
(I) basic information of the enterprise and analysis report on its operation;
(II) the latest audit report and current financial statements;
(III) main contract and data related to the main contract;
(IV) the purpose and expected economic effect of the bank loan guaranteed in this item;
(V) analysis on the repayment ability of bank loans guaranteed by this item;
(VI) description that there is no major litigation, arbitration or administrative punishment;
(VII) counter guarantee scheme and proof that the counter guarantee provider has actual bearing capacity;
(VIII) other relevant information deemed necessary by the company.
Article 14 the directors, managers and other management personnel of the company, as well as the departments and personnel of the finance department specifically handling the guarantee matters (hereinafter referred to as the “responsible person”) shall conduct investigation according to the above information provided by the guaranteed object to determine whether the information is true.
Article 15 the responsible person has the obligation to ensure the authenticity of the main contract and prevent both parties of the main contract from maliciously colluding or taking other fraudulent means to defraud the company’s guarantee.
Article 16 the Department in charge of handling guarantee matters shall investigate the solvency, operation status and reputation of the guaranteed object through the deposit bank, business contact unit and other aspects. When necessary, the Finance Department of the company shall work with the audit department or hire an intermediary to audit it.
Article 17 a listed company shall continue to pay attention to the financial status and solvency of the guaranteed. If it is found that the operation status of the guaranteed is seriously deteriorated or major events such as dissolution and division of the company occur, the board of directors of the listed company shall take effective measures in time to minimize the losses.
After the debt guaranteed is due, the listed 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 listed company shall take necessary remedial measures in time. Section III guarantee approval
Article 18 the company shall obtain the external guarantee with the approval of the shareholders’ meeting or more than two-thirds of the members of the company.
When the general meeting of shareholders or the board of directors makes a resolution on the guarantee, the shareholders or directors who have an interest in the guarantee shall withdraw from voting.
Article 19 the external guarantee 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 of the company. The following guarantees provided by the company shall be deliberated and approved by the general meeting of shareholders:
(I) 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;
(II) any guarantee provided by the company after the amount of external guarantee exceeds 30% of the company’s total audited assets in the latest period;
(III) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(IV) the company’s guarantee amount within one year exceeds 30% of the company’s latest audited total assets;
(V) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees stipulated by laws, administrative regulations, rules, normative documents, Shenzhen Stock Exchange or the articles of association.
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 20 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.
Article 21 the total amount of external guarantee of the company shall not exceed 50% of the net assets in the consolidated accounting statements of the most recent fiscal year.
Article 22 the counter guarantee or other effective risk prevention measures provided by the applicant for guarantee must correspond to the amount to be guaranteed. If the property of the guarantor applying for the creation of a counter guarantee is prohibited from circulation or non transferable by laws and regulations, the guarantor shall refuse the guarantee.
Article 23 the company shall organize relevant departments to review the guarantee matters and submit them to the board of directors and the general meeting of shareholders for approval after passing the relevant internal approval procedures of the company.
Article 24 a subsidiary that needs a guarantee from the company must submit a guarantee application to the headquarters of the company and submit the relevant materials of the guarantee project and the amount of guarantee to the finance department. The financial department of the company shall review the guarantee application submitted by the subsidiary and submit it to the company’s leaders for approval. After approval, it shall be submitted to the board of directors or the general meeting of shareholders for deliberation. Section 4 conclusion of guarantee contract
Article 25 after the decision of the board of directors or the general meeting of shareholders, the general manager or the person authorized by the general manager shall sign the guarantee contract.
Article 26 a guarantee contract must comply with the relevant legal norms and the contract matters must be clear. In addition to the standard guarantee contract issued by the bank, other forms of guarantee contracts need to be reviewed or issued by the law firm hired by the company.
Article 27 when concluding a standard guarantee contract, all obligatory terms shall be strictly examined in combination with the credit status of the guaranteed. When mandatory terms may cause unexpected risks to the company, the guaranteed shall provide corresponding counter guarantee or refuse to provide guarantee.
Article 28 a guarantee contract shall specify the following terms:
(I) creditors and debtors;
(II) the type and amount of the creditor’s rights of the guaranteed;
(III) the agreed time limit for the debtor and the creditor to perform their debts;
(IV) method, scope and period of guarantee;
(V) other matters that the parties consider necessary to be agreed.
Article 29 when accepting counter guarantee mortgage and counter guarantee pledge, the Finance Department of the company together with the Audit Department of the company (or the law firm hired by the company) shall improve the relevant legal procedures, especially the registration procedures of mortgage or pledge in time.
Article 30 where it is required by law to go through guarantee registration, the relevant responsible person shall go through guarantee registration with the relevant registration authority.
Chapter III guarantee risk management
Article 31 the financial department of the company is the functional management department of the company’s guarantee behavior. After the signing of the guarantee contract, the Finance Department of the company shall designate personnel to properly manage the guarantee contract and relevant original materials, timely clean and inspect them, and regularly check with banks 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.
If 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 in the process of contract management, it shall timely report to the board of directors and the board of supervisors.
Before the debt guaranteed by the company is due, the person in charge of handling shall actively urge the guaranteed to fulfill the repayment obligation within the agreed time.
Article 32 the responsible person of the finance department shall continue to 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, separation 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 33 The finance department shall take effective measures according to the above situation, put forward corresponding treatment measures for possible risks, and report to the leaders of the company.
Article 34 when it is found that the guaranteed fails to perform the repayment obligation within 15 working days after the maturity of the debt, or the guaranteed goes bankrupt, liquidates, or the creditor claims that the guarantor performs the guarantee obligation, the company shall timely understand the debt repayment of the guaranteed and report to the board of directors in time.
Article 35 If the guaranteed cannot perform the contract and the secured creditor claims against the company, the company shall immediately start the counter guarantee recovery procedure and notify the Secretary of the board of directors, who shall immediately report to the board of directors. Article 36 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.
Article 37 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 38 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.
Article 39 for the guarantee of continuous creditor’s rights without an agreed guarantee period, if it is found that there is a great risk in the continuous guarantee, the company shall notify the creditor in writing to terminate the guarantee contract in time after discovering the risk.
Article 40 the company shall no longer bear the guarantee liability for the change of the main contract between the creditor and the debtor without the written consent of the company. If the guarantee contract provides otherwise, the agreement shall prevail.
Article 41 the company shall take effective measures to recover from the debtor after performing the guarantee liability to the creditor.
Article 42 if the listed company assumes the guarantee liability due to the failure of the controlling shareholder, actual controller and their affiliates to repay the debt in time, 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 the loss, and investigate the responsibilities of relevant personnel.
Article 43 the board of directors of a listed company shall establish a regular verification system to verify the guarantee behavior of the listed company. If a listed 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 guarantee information disclosure
Article 44 the office of the Secretary of directors is the functional management department of the company’s guarantee information disclosure.
Article 45 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 company and its holding subsidiaries as of the date of information disclosure, the total amount of guarantees provided by the company to its holding subsidiaries The above amounts respectively account for the proportion of the company’s latest audited net assets.
For the disclosed guarantee matters, the company shall also disclose them in time under any of the following circumstances:
(I) the guaranteed fails to perform the repayment obligation within 15 trading days after the maturity of the debt;
(II) bankruptcy, liquidation and other situations seriously affecting the repayment ability of the guaranteed.
