External guarantee management system
Chapter I General Provisions
Article 1 in order to safeguard the interests of shareholders, regulate the guarantee behavior of Sirio Pharma Co.Ltd(300791) (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 company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations, normative documents and the relevant provisions of the articles of association of Sirio Pharma Co.Ltd(300791) , This system is formulated in combination with the actual situation of the company.
Article 2 the term “guarantee” as mentioned in this system refers to the guarantee provided by the company for others, including the guarantee provided for the holding subsidiary. If the holding subsidiary of the company provides guarantee for the legal person or other organization within the scope of the company’s consolidated statements, the company shall disclose it in time after the holding subsidiary performs the review procedures.
If the holding subsidiary of the company provides guarantee for other subjects other than those specified in the preceding paragraph, it shall be deemed that the company provides guarantee, and its external guarantee shall comply with this system.
The term “subsidiary” in this system refers to an accusing subsidiary.
Chapter II Risk Control
Article 3 the external guarantee of the company is under 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 controlling shareholders and actual controllers shall maintain the company’s independent decision-making in providing guarantees, support and cooperate with the company to perform the internal decision-making procedures and information disclosure obligations of external guarantees in accordance with laws and regulations, and shall not force, instigate or require the company and relevant personnel to provide guarantees in violation of regulations.
If the controlling shareholder or actual controller forces, instructs or requires the company to engage in illegal guarantee acts, the company and its directors, supervisors and senior managers shall refuse, and shall not assist, cooperate or acquiesce.
Article 5 the directors and senior managers of the company shall carefully 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 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 7 when providing guarantee for others, the company shall take necessary measures such as counter guarantee to prevent risks, and the provider of counter guarantee shall have actual bearing capacity.
Article 8 where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, it shall require the other party to provide counter guarantee.
Article 9 the company provides guarantees for its holding subsidiaries and joint-stock companies. In principle, other shareholders of the holding 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 relevant shareholders fail to provide the same proportion of guarantee or counter guarantee and other risk control measures to the company’s holding subsidiaries or joint-stock companies according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons, and fully explain whether the guarantee risk is controllable and whether it damages the interests of the company on the basis of analyzing the operation and solvency of the guarantee object.
Chapter III Examination of the object of external guarantee
Article 10 before considering the proposal to provide guarantee, the board of directors shall fully investigate the operation and credit status of the guaranteed, carefully consider and analyze the financial status, operation status, credit status and industry prospect of the guaranteed, and make prudent decisions according to law. The company may, when necessary, hire an external professional institution to assess the guarantee risk as the basis for the decision-making of the board of directors or the general meeting of shareholders.
When the board of directors deliberates the guarantee proposal for the company’s holding company and joint-stock company, the directors shall focus on whether the holding subsidiary and other shareholders of the joint-stock company provide the same proportion of guarantee or counter guarantee and other risk control measures according to the equity ratio, whether the guarantee risk is controllable and whether it damages the interests of the company.
The company’s independent directors, sponsors or independent financial advisers (if applicable) shall, when the board of directors deliberates on the provision of guarantees (except for the provision of guarantees for subsidiaries within the scope of merger), express independent opinions on their legality and compliance, impact on the company and existing risks. If necessary, they can hire an accounting firm to check the cumulative and current provision of guarantees by the company. If any abnormality is found, it shall be reported and disclosed to the board of directors and Shenzhen Stock Exchange in time.
Article 11 Where 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.
Chapter IV procedures for examination and approval of external guarantees
Article 12 the general meeting of shareholders of the company is the highest decision-making body of the company’s external guarantee.
Article 13 the board of directors of the company shall exercise the decision-making power of external guarantee in accordance with the provisions of the articles of association on the approval authority of the board of directors for external guarantee. If the approval authority of the board of directors 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. The board of directors shall organize, manage and implement the external guarantee matters approved by the general meeting of shareholders. Article 14 the guarantee matters within the authority of the board of directors shall not only be approved by more than half of all directors, but also be approved by more than two-thirds of the directors attending the meeting of the board of directors.
Article 15 external guarantees that should be examined and approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for examination and 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 external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(II) the guarantee provided for the guarantee object with an asset liability ratio of more than 70% (subject to the higher of the audited financial statements of the guarantor in the latest year and the data in the latest financial statements of the guarantor);
(III) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(IV) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(V) 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;
(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 by laws and regulations, CSRC, Shenzhen Stock Exchange or the articles of association. When the general meeting of shareholders deliberates the guarantee matters mentioned in paragraph 4 of the preceding paragraph, it must 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, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Where the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, under the circumstances of items 1, 2, 3 and 5, it may be exempted from submitting to the general meeting of shareholders for deliberation, unless otherwise stipulated in the articles of association.
Article 16 the company provides guarantees for its holding 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 company can estimate the total amount of new guarantee in the next 12 months for the two types of subsidiaries with an asset liability ratio of more than 70% and an asset liability ratio of less than 70% (whichever is higher in the audited financial statements of the guarantor in the latest year or the latest financial statements), and submit it to the general meeting of shareholders for deliberation.
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.
The counter guarantee provided by the company and its holding subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and the corresponding review procedures and information disclosure obligations shall be performed based on the amount of the counter guarantee provided by the company and its holding subsidiaries, except for the counter guarantee provided by the company and its holding subsidiaries for the guarantee based on its own debts.
Article 17 Where the scope of the consolidated statements of the company is changed due to transactions or related transactions, if the original guarantee forms a guarantee for related parties after the completion of the transaction, the company shall timely perform the corresponding review procedures and disclosure obligations for the relevant related 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.
Article 18 the board of directors shall exercise the decision-making power of external guarantees other than the external guarantees listed in Article 15 that must be approved by the general meeting of shareholders in accordance with the provisions of the articles of association on the approval authority of the board of directors for external guarantees.
Article 19 the board of directors of the company shall check all the guarantees of the company every year. If necessary, external professional institutions can be hired to assess the risk of implementing external guarantee as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 20 the chairman of the board of directors or other persons legally authorized shall sign the guarantee contract on behalf of the company in accordance with the resolutions of the board of directors or the general meeting of shareholders of the company. No one shall sign a guarantee contract on behalf of the company without the approval and authorization of the general meeting of shareholders or the board of directors.
Article 21 when accepting counter guarantee mortgage and counter guarantee pledge, the financial department of the company shall, together with the legal department of the company, improve the relevant legal procedures, especially the registration of mortgage or pledge in time.
Article 22 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 procedures and information disclosure obligations.
Article 23 the company shall clarify the approval authority for the use of the seal related to the guarantee matters, and register the use of the seal related to the guarantee matters.
Chapter V Administration of external guarantee
Article 24 the financial department of the company shall be responsible for the specific affairs of external guarantee.
Article 25 the main responsibilities of the Finance Department of the company are as follows:
(I) conduct credit investigation and evaluation on the guaranteed unit;
(II) handle guarantee procedures;
(III) track, inspect and supervise the guaranteed unit after the external guarantee takes effect;
(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) handle other matters related to guarantee.
Article 26 the company 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 limitation period of the guarantee. In the process of contract management, any abnormal contract not approved by the deliberation procedures of the board of directors or the general meeting of shareholders shall be reported to the board of directors and the board of supervisors in time.
Article 27 the board of directors of the company shall establish a regular verification system to verify the guarantee behavior of the company. If a listed company has any illegal guarantee behavior, it shall disclose it in time. The board of directors shall 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. If the 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 losses, and investigate the responsibilities of relevant personnel.
Article 28 the company shall assign 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, and pay attention to its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc.
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 is obliged to take effective measures to minimize the loss.
Article 29 when the company provides guarantee for others, when the guaranteed fails to perform the repayment obligation in time after the debt is due, or the guaranteed goes bankrupt, liquidates, or the creditor claims that the company performs the guarantee obligation, the handling department of the company shall timely understand the debt repayment of the guaranteed and prepare to start the counter guarantee recovery procedure after knowing it, At the same time, it shall be reported to the Secretary of the board of directors, who shall immediately report to the board of directors of the company.
Article 30 if the guaranteed cannot perform the contract and the secured creditor claims to assume the guarantee liability to the company, the handling department of 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 of the company.
Article 31 after performing the guarantee obligation for the debtor, the company shall take effective measures to recover from the debtor. The handling department of the company shall notify the Secretary of the board of directors of the recovery at the same time, and the Secretary of the board of directors shall immediately report to the board of directors of the company.
Article 32 the company shall take necessary measures in time to effectively control risks when it finds evidence that the guaranteed has lost or may lose the ability to perform its debts; If it is found that creditors and debtors collude maliciously to damage the interests of the company, they shall immediately take measures such as requesting confirmation of the invalidity of the guarantee contract; If economic losses are caused due to the breach of contract by the guaranteed, it shall recover from the guaranteed in time.
Article 33 the relevant departments of the company shall take effective measures according to other possible risks, put forward corresponding treatment measures, and submit them to the board of directors and the board of supervisors of the company according to the situation.
Article 34 If the company, as a guarantor, has two or more guarantors for the same debt and agrees to bear the guarantee liability according to the share, it shall refuse to bear the additional guarantee liability beyond the share agreed by the company.
Article 35 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the relevant departments of the company shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.
Article 36 the company shall timely disclose the disclosed guarantee matters in case of 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 or other situations seriously affecting the repayment ability of the guaranteed.
Chapter VI responsible person
