Beijing Quanshi World Online Network Information Co.Ltd(002995)
External guarantee management system
April, 2002
catalogue
Chapter I General Provisions Chapter II approval authority of external guarantee Chapter III acceptance and review procedures of external guarantee application Chapter IV conclusion of guarantee contract and counter guarantee contract Chapter V daily management and risk control of guarantee Chapter VI disclosure of guarantee information Chapter VII responsibilities 9 Chapter VIII Supplementary Provisions nine
Beijing Quanshi World Online Network Information Co.Ltd(002995)
External guarantee management system
Chapter I General Provisions
Article 1 in order to standardize the management of external guarantee of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as "the company"), standardize the company's guarantee behavior, protect the company's property safety and control financial and operational risks, in accordance with 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") The guarantee law of the people's Republic of China (hereinafter referred to as the "guarantee law"), the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Stock Listing Rules") 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. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "guidelines for standardized operation") and the relevant provisions of the Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the term "external guarantee" as mentioned in this system refers to the guarantee provided by the company for others, including the guarantee of the company to its holding subsidiaries (including wholly-owned subsidiaries, hereinafter referred to as "subsidiaries"). The term "total external guarantee amount of the company and its subsidiaries" as mentioned in this system refers to the sum of the total external guarantee amount of the company including the guarantee of the company to its subsidiaries and the total external guarantee amount of its subsidiaries.
Article 3 the counter guarantee provided by a listed company and its holding 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 the listed company and its holding subsidiaries, except for the counter guarantee provided by the listed company and its holding subsidiaries for the guarantee based on its own debts.
Article 4 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.
Without the approval of the general meeting of shareholders or the board of directors, the company shall not provide external guarantee.
Chapter II examination and approval authority of external guarantee
Article 5 the guarantee provided by the company shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and made a resolution, and shall be disclosed to the public in a timely manner.
Article 6 where the guarantee provided by the company falls into one of the following circumstances, it shall also 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 company's latest audited net assets;
(II) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company's latest audited total assets;
(III) the latest financial statement data of the guaranteed object shows that the asset liability ratio exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the company's latest audited net assets;
(V) guarantees provided to shareholders, actual controllers and their affiliates;
(VI) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the company's latest audited total assets;
(VII) other guarantees stipulated by laws, regulations, departmental rules, Shenzhen Stock Exchange and the articles of association.
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 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.
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. Transactions that have been disclosed but have not fulfilled the deliberation procedures of the general meeting of shareholders shall still be included in the cumulative calculation scope to determine the deliberation procedures that should be fulfilled.
Article 7 where the company provides guarantee for related parties, in addition to being deliberated and approved by more than half of all non related directors, it shall also be deliberated and approved by more than two-thirds of the non related directors attending the meeting of the board of directors and make a resolution, which shall be submitted to the general meeting of shareholders for deliberation. Where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, the controlling shareholder, actual controller and their affiliates shall provide counter guarantee.
Article 8 the company provides guarantee to its joint venture or associated enterprise and meets the following conditions at the same time. 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 company can reasonably predict the specific objects to be guaranteed and the corresponding new guarantee amount in the next 12 months and submit them to the general meeting of shareholders for deliberation:
(I) the guaranteed person is not a director, supervisor, senior manager, shareholder holding more than 5%, actual controller and legal person or other organization under its control;
(II) each shareholder of the guaranteed shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
When the aforesaid guarantee matters actually occur, the 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 9 if the company estimates the guarantee amount to its joint venture or associated enterprise and meets the following conditions, it can adjust the guarantee amount between its joint venture or associated enterprise, but the total amount of adjustment shall not exceed 50% of the total estimated guarantee amount:
(I) the single adjustment amount of the transferred party shall not exceed 10% of the company's latest audited net assets; (II) for the guarantee object with asset liability ratio exceeding 70% at the time of adjustment, the guarantee amount can only be obtained from the guarantee object with asset liability ratio exceeding 70% (when the guarantee amount is considered by the general meeting of shareholders);
(III) when the transfer occurs, the transferred party does not have overdue liabilities;
(IV) each shareholder of the transferred party shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
The company shall disclose the aforesaid adjustment in a timely manner when it actually occurs.
Chapter III acceptance and examination procedures of external guarantee application
Article 10 the company's external guarantee management adopts a multi-level review system, and the relevant departments of the company include:
(I) the finance department is the preliminary examination and daily management department of the company's external guarantee, which is responsible for accepting and preliminary examining the guarantee applications submitted by all the guaranteed persons, as well as the daily management and continuous risk control of external guarantee;
(II) the securities investment department is responsible for the compliance review of the company's external guarantee, organizing the implementation of the approval procedures of the board of directors or the general meeting of shareholders, and performing the obligation of information disclosure.
Article 11 the company's external guarantee application shall be uniformly accepted by the finance department. The guaranteed shall submit the guarantee application and attachments to the finance department at least 30 working days in advance. The guarantee application shall at least include the following contents:
(I) basic information of the guaranteed;
(II) description of the guaranteed main debt;
(III) guarantee type and guarantee period;
(IV) main terms of the guarantee agreement;
(V) the guarantor's description of the repayment plan and source of the guaranteed debt;
(VI) counter guarantee scheme.
Article 12 when submitting the guarantee application, the guaranteed shall also attach the materials related to the guarantee, which shall include:
(I) a copy of the business license of the enterprise legal person of the guaranteed;
(II) the latest audited financial statements of the guaranteed for the previous year and the latest period;
(III) guaranteed main debt contract;
(IV) the format text of the guarantee contract provided by the creditor;
(V) a statement that there is no major litigation, arbitration or administrative punishment against the guaranteed;
(VI) other materials deemed necessary by the finance department.
Article 13 After accepting the application of the guaranteed, the finance department shall timely investigate the credit status of the guaranteed and evaluate the risk of providing guarantee to it, and send it to the securities investment department after forming a written report (together with the copy of the guarantee application and annex).
Article 14 the securities investment department shall conduct compliance review after receiving the written report of the finance department and relevant materials of the guarantee application.
Article 15 the securities investment department shall organize and implement the approval procedures of the board of directors or the general meeting of shareholders in accordance with the relevant provisions of the articles of association after the guarantee application passes the compliance review.
Article 16 when examining the guarantee application of the guaranteed, the board of directors of the company shall carefully treat and strictly control the debt risk arising from the external guarantee. When necessary, the board of directors may hire an external professional institution to evaluate the risk of the implementation of the external guarantee as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Independent directors shall express independent opinions on the company's external guarantees, and shall make special explanations on the company's accumulated and current external guarantees and the implementation of the above provisions in the annual report. If necessary, an accounting firm or other securities intermediary can be hired to check the company's accumulated and current external guarantees. When the company's illegal external guarantee is corrected, the independent directors shall issue special opinions. In the process of reviewing the external guarantee matters of the listed company, if any abnormal situation is found, the independent director shall timely submit it to the board of directors of the company to take corresponding measures, and if necessary, report it to the dispatched office of the CSRC or the stock exchange where the company's securities are listed
The company's external guarantee shall require the other party to provide counter guarantee as far as possible, and carefully judge the actual guarantee ability and enforceability of the counter guarantee provider.
When examining the guarantee application of the guaranteed, the board of directors of the company shall carefully treat and strictly control the debt risk caused by external guarantee. No guarantee shall be provided to the unit applying for guarantee under any of the following circumstances: (I) the property right is unknown, the restructuring has not been completed or the establishment is not in line with national laws or national industrial policies; (II) providing false financial statements and other materials to defraud the company of guarantee;
(III) the company guarantees for it for the last time, resulting in overdue debts, arrears of interest, etc;
(IV) the profit or loss of the previous year is less than that of the current year;
(V) the business condition has deteriorated and the reputation is bad;
(VI) unable to provide effective property for counter guarantee;
(VII) the counter guarantee or other effective risk prevention measures provided by the application guarantee unit do not correspond to the amount of guarantee provided by the company, or the property of the counter guarantee provided by the application guarantee unit is prohibited from circulation or non transferable by laws and regulations;
(VIII) the company believes that the guarantee may have other damages to the interests of the company or shareholders.
Article 17 when the board of directors or the general meeting of shareholders of the company makes a resolution on the guarantee, the directors or shareholders who have an interest in the guarantee shall withdraw from voting.
Article 18 when the board of directors of the company reviews two or more external guarantee applications (including two) at the same meeting of the board of directors, it shall vote on each external guarantee item by item, and shall obtain the consent of more than two-thirds of the directors attending the meeting of the board of directors.
Article 19 the securities investment department shall record in detail the discussion and voting of the board meeting and the general meeting of shareholders on the guarantee matters, and shall timely perform the obligation of information disclosure.
Chapter IV conclusion of guarantee contract and counter guarantee contract
Article 20 when providing guarantee or accepting counter guarantee, the company shall conclude a written contract (including letter of guarantee, the same below).
Article 21 guarantee contracts and counter guarantee contracts shall be signed by the chairman of the company or his authorized agent, and no other person shall sign external guarantee contracts on behalf of the company without authorization.
No one may sign external guarantee contracts on behalf of the company without the resolution of the board of directors or the general meeting of shareholders.
Article 22 the contents of a guarantee contract and a counter guarantee contract shall comply with the provisions of relevant Chinese laws and regulations and the management system of foreign guarantee, and the main terms shall be clear and unambiguous.
Article 23 a guarantee contract or a counter guarantee contract shall at least specify the following terms:
(I) type and amount of secured creditor's rights
(II) the time limit for the debtor to perform its obligations;
(III) guarantee method, guarantee amount, guarantee scope and guarantee period;
(IV) rights, obligations and liabilities for breach of contract of each party;
(V) applicable laws and dispute resolution methods;
(VI) other matters that the parties consider necessary to be agreed.
Article 24 when the company provides external guarantee (such as mortgage and pledge) or accepts counter guarantee, the Finance Department of the company shall properly handle the relevant legal procedures together with the legal personnel of the company, especially when accepting counter guarantee, it must timely go through the registration procedures of asset mortgage or pledge with the relevant government departments.
Article 25 the company shall properly manage the guarantee contract, counter guarantee contract and relevant original materials, timely clean up and inspect them, and regularly check with banks and other relevant institutions to ensure that the archived materials are complete, accurate and effective, and pay attention to the timeliness and duration of the guarantee.
Chapter V daily management and risk control of guarantee
Article 26 The Finance Department of the company is responsible for the registration, cancellation and daily management of guarantee matters.
The finance department shall set up an account to record the external guarantee truthfully, accurately and completely. Before the debt guaranteed by the company is due, the finance department shall actively urge the guaranteed to pay off the debt on time. If the guaranteed fails to perform his obligations on time, the company shall take necessary remedial measures in time.
The finance department shall properly keep and manage all documents related to the external guarantee of the company (including but not limited to the guarantee application and its attachments, the finance department, legal personnel, financial principal, Secretary of the board of directors and the company)
