海辰药业: 对外担保制度（2025年6月）

General Principles - The external guarantee system of Nanjing Haichen Pharmaceutical Co., Ltd. aims to standardize external guarantee behavior, effectively control guarantee risks, and protect shareholders' legal rights [2][3] - The company and its controlling shareholders, directors, and senior management must adhere to the regulations of this system and exercise caution in external guarantees [2][3] Definition and Scope - "External guarantee" refers to the guarantees provided by the company for others, including guarantees for its controlling subsidiaries, excluding guarantees for its own debts [2][3] - A "controlling subsidiary" is defined as a company where the company holds more than 50% of the shares or can control the majority of the board members [3] Principles of External Guarantees - External guarantees must follow principles of equality, voluntariness, fairness, integrity, mutual benefit, strictness, prudence, safety, legality, and standardized operation [3][4] - No individual or entity, including controlling shareholders and related parties, may force the company to provide guarantees [4] Approval Procedures - External guarantees must be uniformly managed by the company, and subordinate departments are prohibited from providing guarantees independently [4][5] - Any external guarantee must be approved by the board of directors and the shareholders' meeting [5][6] Conditions for Providing Guarantees - The company may provide guarantees to entities with independent legal status and strong debt repayment capabilities under specific conditions [9] - Guarantees must require the counterparty to provide counter-guarantees, ensuring the counterparty has the actual capacity to bear the obligation [10] Investigation of the Guaranteed Party - The company must investigate the credit status of the guaranteed party and require them to provide essential documentation, including financial reports and legal compliance statements [11][12] - The company can only provide guarantees if the guaranteed party meets specific credit conditions, such as being a legally established entity with good repayment ability [12][13] Risk Management - After signing a guarantee contract, the finance department is responsible for monitoring and managing subsequent matters related to the guarantee [34] - The company must take necessary remedial measures if the guaranteed party fails to fulfill their debt obligations [35][36] Disclosure Requirements - The company must disclose approved external guarantees on the Shenzhen Stock Exchange website and other media as per regulatory requirements [39] - Timely disclosure is required if the guaranteed party fails to repay debts or faces bankruptcy [40] Responsibilities of Personnel - All directors must carefully manage and control the risks associated with external guarantees and may bear joint liability for losses caused by violations [41][42] - Any unauthorized signing of guarantee contracts by relevant personnel that results in losses to the company will require them to compensate for the losses [42][43]