External guarantee management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further regulate the external guarantee behavior of Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “listed company”) and its subsidiaries, effectively control and prevent the external guarantee risk of listed companies and ensure the safety and integrity of the assets of listed companies, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the civil code of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange Relevant provisions of laws, administrative regulations, departmental rules and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, regulatory guidelines for listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, and Gosun Holdings Co.Ltd(000971) articles of Association (hereinafter referred to as the “articles of association”), The management system for external guarantee of listed companies (hereinafter referred to as “the system”) is hereby formulated.
Article 2 the “external guarantee” mentioned in this system refers to the guarantee provided by the listed company as a third party for the debts and contingent debts of others. When the debtor fails to perform the debts, the listed company shall perform the debts or bear the responsibilities as agreed, including the guarantee provided by the listed company to its subsidiaries. The forms of guarantee include guarantee, mortgage, pledge and other forms.
The “subsidiaries” mentioned in this system refer to wholly-owned subsidiaries, holding subsidiaries and equity investment enterprises that have not reached the controlling position but have actual control within the scope of the consolidated statements of listed companies.
The external guarantee of wholly-owned subsidiaries and holding subsidiaries of listed companies shall be regarded as the behavior of listed companies, and listed companies shall implement it in accordance with this system.
Article 3 the “total external guarantees of listed companies and their subsidiaries” mentioned in this system refers to the sum of the total external guarantees of listed companies and the total external guarantees of subsidiaries, including the guarantees provided by listed companies to subsidiaries.
Article 4 the external guarantee of listed companies shall be subject to unified management. Without the deliberation and approval of the board of directors or the general meeting of shareholders, the listed company shall not provide guarantee, and no one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the listed company.
Article 5 the directors and senior managers of a listed company shall prudently treat and strictly control the debt risks arising from the guarantee, and bear joint and several liabilities for the losses arising from the illegal or improper external guarantee according to law.
Article 6 Where a subsidiary provides a guarantee for a legal person or other organization within the scope of the consolidated statements of a listed company, the listed company shall disclose it in time after the subsidiary performs the deliberation procedures.
Where a subsidiary provides a guarantee for a subject other than the subject 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.
Article 7 a listed company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety. No unit or individual may force a listed company to guarantee for others, and the listed company shall refuse to force a guarantee for others.
Article 8 for external guarantee (except for the guarantee for wholly-owned subsidiaries), a listed company shall require the other party to provide counter guarantee, and carefully judge the actual guarantee ability and enforceability of the counter guarantee provider.
Article 9 the independent directors of a listed company shall express independent opinions on the external guarantee of the listed company (excluding the guarantee provided to the subsidiaries within the scope of the consolidated statements).
In the annual report, the independent directors of the listed company shall 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.
Chapter II examination of external guarantees
Article 10 a listed company may provide a guarantee for an entity that has the status of an independent legal person and meets one of the following conditions:
(I) mutual insurance units required by the business of listed companies or subsidiaries;
(II) units that have actual or potential important business relations with listed companies or subsidiaries;
(III) subsidiaries of listed companies and other units with control relationship.
The above units must have strong solvency and comply with the relevant provisions of this system.
Article 11 Where the company considers that it is necessary to develop its business contacts and cooperative relations with the applicant guarantor, which does not meet the conditions listed in the preceding article, and the risk is small, it may provide external guarantee with the approval of the board of directors or the general meeting of shareholders of the company.
Article 12 before the board of directors of a listed company considers the provision of guarantee, the directors shall fully understand the operation and credit status of the guaranteed party, and carefully analyze the financial status, operation status and credit status of the guaranteed party. 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 and the effectiveness of the counter guarantee measures.
When the board of Directors considers the guarantee proposal for subsidiaries and joint-stock companies, the directors shall focus on whether each shareholder of subsidiaries and joint-stock companies provides the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution. Article 13 the materials provided by the guaranteed include but are not limited to the following contents:
(I) basic information of the guaranteed, including but not limited to business license, copy of the latest articles of association, copy of previous capital verification reports or other capital contribution certificates, identity certificate of legal representative, bank account opening license, relevant information reflecting the relationship with the listed company and other relationships, etc;
(II) guarantee application, including but not limited to guarantee method, creditor, debt term, debt amount and guarantee amount, interest and fee, fund purpose, repayment plan and source of guaranteed debt, etc;
(III) the debt contract signed between the secured party and the creditor;
(IV) credit rating report and enterprise credit report of the guaranteed party (full version);
(V) the audit report of the guaranteed party in the latest year, the latest financial statements and the analysis report of solvency;
(VI) the guaranteed and its actual controller have no dishonesty, records of the enforced, potential or ongoing major litigation, arbitration or administrative punishment;
(VII) counter guarantee scheme and the value evaluation report of counter collateral provided by a qualified evaluation institution;
(VIII) other necessary information.
Article 14 the board of directors or the general meeting of shareholders of the company shall review and vote on the submitted materials, and record the voting results. No guarantee shall be provided for any of the following circumstances or insufficient information provided; (I) the capital investment or guarantee scope of the guaranteed company does not comply with national laws and regulations or national industrial policies;
(II) the guarantor is involved in illegal business, operation or behavior;
(III) there are false records or false materials in the financial and accounting documents in the last three years;
(IV) the company has provided guarantee for it, and there have been overdue loans, arrears of interest and other situations, which have not been repaid or effective treatment measures cannot be implemented by the time of this guarantee application;
(V) the business condition has deteriorated, the reputation is bad, and there is no sign of improvement;
(VI) failure to implement the effective property used for counter guarantee (if involved);
(VII) other circumstances where the board of directors or the general meeting of shareholders considers that the guarantee cannot be provided.
Article 15 Where a listed company provides guarantees for its subsidiaries and joint-stock companies, the other shareholders of the subsidiaries and joint-stock companies shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution. If the shareholder fails to provide the same guarantee or counter guarantee and other risk control measures to the listed company’s subsidiaries or joint-stock companies 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 counter guarantee provided by the listed company and its subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and the corresponding deliberation procedures and information disclosure obligations shall be performed based on the amount of the counter guarantee provided by them, except that the listed company and its subsidiaries provide counter guarantee for the guarantee based on their own debts.
Chapter III decision making of external guarantee
Article 17 the external guarantee of a listed company must be deliberated by the board of directors and submitted to the general meeting of shareholders for deliberation according to the circumstances.
Article 18 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. External guarantees subject to the approval of the general meeting of shareholders include but are not limited to the following circumstances: (I) any guarantee provided after the total amount of external guarantees of listed companies and subsidiaries exceeds 50% of the latest audited net assets;
(II) within 12 consecutive months, the aggregate amount of guarantee exceeds 30% of the total audited assets of the listed company in the latest period;
(III) the guarantee amount exceeds 50% of the latest audited net assets of the listed company and the absolute amount exceeds 50 million yuan;
(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;
(VII) other circumstances stipulated by the Shenzhen Stock Exchange or the articles of association of the CSRC.
When the general meeting of shareholders deliberates the guarantee matters in Item (II) of the preceding paragraph, it shall 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 affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be passed by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 19 when the board of directors deliberates on external guarantee, it must be deliberated and approved by more than two-thirds of the directors present at the board of directors and make a resolution.
Article 20 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.
Article 21 If a listed company provides guarantees to its subsidiaries. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the listed company may estimate the total amount of new guarantees for the two types of subsidiaries with an asset liability ratio of more than 70% and an asset liability ratio of less than 70% respectively in the next 12 months and submit it to the general meeting of shareholders for deliberation.
When the aforesaid guarantee matters actually occur, the listed company shall disclose them in time, and the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 22 for the guarantee matters that should be submitted to the general meeting of shareholders for deliberation, when judging whether the asset liability ratio of the guaranteed exceeds 70%, the audited financial statements of the guaranteed in the latest year or the data in the latest financial statements shall prevail.
Article 23 Where a listed company changes the scope of its consolidated statements due to transactions or related party transactions, if the listed company provides guarantees to related parties after the completion of the transaction, it shall perform corresponding review procedures and disclosure obligations on the relevant related party guarantees. If the board of directors or the general meeting of shareholders fails to consider and approve the above-mentioned related party guarantees, all parties to the transaction shall take effective measures such as early termination of guarantees or cancellation of related transactions or related transactions to avoid the formation of illegal related party guarantees.
Chapter IV conclusion of guarantee contract
Article 24 for external guarantee, a listed company shall conclude a written guarantee contract and implement it in accordance with the specific provisions of the contract management system of the listed company.
Article 25 a guarantee contract and a counter guarantee contract shall meet the requirements of the civil code of the people’s Republic of China and other laws and regulations, and shall at least include the following contents:
(I) creditors and debtors;
(II) the type and amount of principal creditor’s rights guaranteed;
(III) the time limit for the debtor to perform its obligations;
(IV) guarantee method;
(V) counter guarantee terms (if applicable);
(VI) scope of guarantee;
(VII) guarantee period;
(VIII) other matters deemed necessary by both parties.
Article 26 when a guarantee contract is concluded, the handling personnel must comprehensively and carefully examine the signing subject and relevant contents of the main contract, guarantee contract and counter guarantee contract. In case of violation of laws, regulations, the articles of association, relevant resolutions of the board of directors or the general meeting of shareholders, as well as unreasonable obligations attached to the listed company or unpredictable risks, the other party shall be required to modify them. If the other party refuses to modify, the handling personnel shall refuse to go through the guarantee procedures for it and report to the listed company.
Article 27 the chairman of a listed company or other legally authorized personnel shall sign a guarantee contract on behalf of the listed company in accordance with the resolutions of the board of directors or the general meeting of shareholders. Without the approval and authorization of the resolution of the board of directors or the general meeting of shareholders of the listed company, no one shall sign a guarantee contract on behalf of the listed company or sign or seal as a guarantor in the main contract.
Article 28 when accepting counter guarantee mortgage or counter guarantee pledge, the listed company shall designate the internal functional department to cooperate with the registration of mortgage or pledge in a timely manner.
Article 29 If the debt guaranteed by a listed company needs to be extended after maturity and continues to be guaranteed by the listed company, it shall be used as a new external guarantee and re perform the deliberation procedures and information disclosure obligations.
Chapter V risk management of external guarantee
Article 30 a listed company shall designate an internal functional department to handle the external guarantees of the listed company and be responsible for the risk management of the external guarantees of the listed company. Its main responsibilities are as follows:
(I) conduct credit investigation and evaluation on the guaranteed unit;
(II) handle guarantee procedures;
(III) follow up, inspect and supervise the guaranteed unit after external guarantee;
(IV) earnestly do a good job in the filing and management of documents related to the guaranteed enterprise;
(V) timely and truthfully provide all external guarantees of the company to the audit institution of the company in accordance with the regulations;
(VI) before the maturity of the guaranteed debt, actively urge the guaranteed party to perform the repayment obligation within the agreed time; (VII) handle other matters related to guarantee.
Article 31 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.
Article 32 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.
Article 33
