Sansheng Intellectual Education Technology Co.Ltd(300282)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as "the company"), effectively control the guarantee risk and protect the legitimate rights and interests of shareholders and other stakeholders, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as "the Listing Rules") This management system is hereby formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the Sansheng Intellectual Education Technology Co.Ltd(300282) articles of Association (hereinafter referred to as the "articles of association") and in combination with the actual situation of the company.
Article 2 the internal control of the company's external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 3 the external guarantee of the company is subject to unified management. Without the approval of the board of directors or the general meeting of shareholders, no one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the company.
Article 4 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 performs the debt or assumes responsibility according to the agreement. The forms of guarantee include guarantee, mortgage or pledge.
Article 5 this system is applicable to the external guarantee projects of the company and its holding subsidiaries.
Chapter II General principles
Article 6 the company's external guarantee shall follow the following general principles:
(I) comply with the provisions of the company law, the civil code and other relevant laws, administrative regulations and normative documents;
(II) external guarantee shall be uniformly managed by the company. Without the approval of the company, the subsidiary shall not provide external guarantee; If subsidiaries provide guarantees to each other or invite other units to provide guarantees for them, they shall timely report to the office of the board of directors and the financial department of the parent company for filing;
(III) the company's external guarantee must require the guaranteed to provide counter guarantee, and carefully judge the actual guarantee ability and enforceability of the counter guarantee provider;
(IV) all directors and management of the company shall treat external guarantees carefully, strictly control the debt risk arising from external guarantees, and refuse any act of forcing the company to provide guarantees for others;
(V) the management of the company must truthfully provide all external guarantees to the audit institution hired by the company; (VI) the company must seriously perform the obligation of information disclosure of external guarantees in strict accordance with the relevant provisions of the listing rules;
(VII) in the annual report, the independent directors of the company shall make a special explanation on the unfinished performance of the company in the reporting period, the external guarantee and the implementation of relevant provisions in the current period, and express independent opinions;
(VIII) in case of economic losses caused to the company due to illegal or improper external guarantee, the relevant responsible person shall be liable for compensation.
Chapter III approval authority and procedures
Article 7 the financial department shall organize the relevant departments of the company to review the external guarantee according to the relevant laws, administrative regulations, normative documents and these measures. After the review is passed, the financial department shall submit it to the board of directors in the form of proposal for deliberation.
Article 8 the guaranteed shall submit the guarantee application and attachments to the financial principal and its subordinate financial department at least 30 working days in advance. The guarantee application and attachments shall include the following contents:
Application for guarantee:
(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) loan repayment plan and source description of the guaranteed debt by the guaranteed;
(VI) counter guarantee scheme.
Annex information:
(I) a copy of the business license of the guaranteed enterprise;
(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;
(VI) other materials deemed necessary by the financial director and his subordinate financial department.
Article 9 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed party before considering the external guarantee proposal, carefully consider and analyze the financial status, business status, industry prospect and credit status of the guaranteed party, and make a prudent decision according to law. When necessary, the board of directors may employ an external risk assessment institution as the basis for the company's decision-making.
Article 10 the following guarantee acts of the company shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors of the company:
(I) the amount of a single guarantee exceeds 10% of the company's latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by 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 50% of the company's latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(V) within one year, the guarantee amount exceeds 30% of the company's latest audited total assets;
(VI) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(VII) guarantees provided to shareholders, actual controllers and their related parties;
(VIII) other guarantees stipulated in the articles of association of Shenzhen Stock Exchange or the company.
Except those that must be approved by the general meeting of shareholders, any other guarantee can be provided only with the approval of the board of directors of the company.
Article 11 any guarantee provided by the company whose guarantee amount exceeds 30% of the total assets of the company in the latest audit within one year shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. At the same time, a voting platform in the form of Internet shall be provided to the shareholders, and a suggestive announcement of the general meeting of shareholders shall be published at least once within three trading days before the general meeting of shareholders. When the general meeting of shareholders deliberates the guarantee matters in Item (VI) of the preceding paragraph, the shareholder or the shareholder controlled by the actual controller 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 12 the board of directors has the authority to examine and approve other external guarantees other than those required to be submitted to the general meeting of shareholders for deliberation and approval as stipulated in Article 10 above. For the external guarantee matters to be approved by the board of directors, the consent of more than two-thirds of the directors present at the meeting shall be obtained, and the directors interested in the guarantee matters shall withdraw from voting.
Article 13 the guarantee provided by the company for the related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after the deliberation of the board of directors.
Article 14 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters (except the guarantee provided to the subsidiaries within the scope of merger), and can hire an accounting firm to check the accumulated and current external guarantee of the company when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 15 when the external guarantee amount approved by the general meeting of shareholders or the board of directors needs to be implemented in batches, the chairman of the company can be authorized to sign the guarantee document within the approved amount.
Article 16 when the subsidiary controlled by the company guarantees to others, the guarantee scheme shall be submitted to the board of directors of the company for deliberation and approval, and then the board of directors of the subsidiary shall make a decision and implement it.
Article 17 the board of directors shall exercise the external security right in accordance with the provisions of the articles of association on the investment authority of the board of directors. If the authority specified in the articles of association is exceeded, the board of directors shall put forward a plan and submit it to the general meeting of shareholders for approval. Chapter IV information disclosure
Article 18 the external guarantees examined and approved by the board of directors or the general meeting of shareholders of the company must be timely disclosed on the website of Shenzhen Stock Exchange and the interest disclosure newspapers and periodicals designated by the CSRC. The contents disclosed 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.
Article 19 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.
Article 20 the Secretary of the board of directors and the Securities Department of the company shall record in detail the discussion and voting of the guarantee matters considered at the meeting of the board of directors and the general meeting of shareholders, and shall timely perform the obligation of information disclosure.
Chapter V Management Control
Article 21 the external guarantee matters shall be examined in advance by the finance department and issued clear examination opinions. Article 22 after the external guarantee is approved, the finance department shall be responsible for urging the guaranteed to go through the registration procedures of the counter guarantee object.
Article 23 after the external guarantee contract is signed, the finance department shall be responsible for properly keeping all documents and materials related to the guarantee matters and notifying the Secretary of the board of directors in writing. The finance department shall properly manage the 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. If the finance department 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, the board of supervisors and Shenzhen Stock Exchange and make an announcement.
Article 24 the financial department shall be responsible for the external monitoring during the performance of the contract. The finance department shall designate special personnel to continuously pay attention to the situation of the guaranteed, collect the latest financial data 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, division and merger, change of legal representative, establish relevant financial files, and regularly report the implementation of external guarantee to the chairman and general manager.
Article 25 the finance department shall make a written report to the board of directors on the implementation of external guarantee every year.
Article 26 in case of serious deterioration of the business condition of the guaranteed or major events such as dissolution and division of the company, the finance department shall timely understand the details, immediately report to the chairman and general manager, and notify the Secretary of the board of directors in writing. After receiving the above information, the chairman shall immediately convene relevant departments to study the response plan and take effective measures to minimize the loss.
Article 27 after the debts guaranteed to others are due, the 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 company shall take necessary remedial measures in time.
Article 28 If the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed by it, it shall make a new external guarantee and re perform the guarantee approval procedures and information disclosure obligations.
Chapter VI supplementary provisions
Article 29 the interpretation of this system belongs to the board of directors of the company.
Article 30 the system shall come into force after being deliberated and approved by the general meeting of shareholders.
