Chapter 1 General Principles
Article 1
To standardize the external guarantee behavior of Beijing Jinyi Cultural Development Co., Ltd. (hereinafter referred to as "the Company"), effectively prevent external guarantee risks, protect the safety of the Company's assets, and promote the healthy and stable development of the Company, this system is formulated based on the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Civil Code of the People's Republic of China," "Regulatory Guidelines No. 8 for Listed Companies - Regulatory Requirements for Fund Transactions and External Guarantees," "Shenzhen Stock Exchange Stock Listing Rules," and other laws, administrative regulations, normative documents, and the "Articles of Association of Beijing Jinyi Cultural Development Co., Ltd." (hereinafter referred to as "the Articles of Association"), in conjunction with the specific circumstances of the Company.
Article 2
This system applies to the Company and its subsidiaries. The term "subsidiaries" refers to wholly-owned subsidiaries, holding subsidiaries, and other entities included in the Company's consolidated financial statements that are directly or indirectly held by the Company.
Article 3
The term "external guarantee" refers to the Company providing guarantees, asset pledges, and other guarantee matters using its own assets or credit for other units or individuals, including guarantees provided by the Company for its subsidiaries and guarantees between subsidiaries. Specific types of guarantees include loan guarantees, bank letter of credit guarantees, and bank acceptance bill guarantees. Guarantees provided by the Company for its own debts are not applicable under this system.
Article 4
The Company’s external guarantees shall adhere to the principles of legality, prudence, fairness, integrity, mutual benefit, and safety, with strict control over guarantee risks.
- The Company and its subsidiaries shall not provide guarantees for enterprises or individuals outside the scope of the consolidated financial statements; the Company and its subsidiaries shall not provide guarantees for the controlling shareholders, actual controllers, and their related parties; subsidiaries shall not provide guarantees for each other without the Company's approval.
- When the Company provides guarantees for non-wholly-owned subsidiaries, it shall require other shareholders of the guaranteed enterprise to provide equivalent guarantees or other risk control measures in proportion to their shareholding. If such shareholders fail to take the aforementioned risk control measures, the Company’s board of directors shall disclose the reasons and fully explain whether the guarantee risk is controllable and whether it harms the Company’s interests based on an analysis of the operating conditions and debt repayment capabilities of the guarantee object.
Article 5
The Company’s external guarantees shall be managed uniformly and must be approved by the Company’s board of directors or shareholders' meeting. Without following the relevant approval procedures, no one has the right to sign contracts, agreements, or other similar legal documents for external guarantees in the name of the Company.
Article 6
The Company’s directors and senior management shall treat and strictly control the debt risks arising from guarantees prudently and shall be legally responsible for losses arising from violations or improper external guarantees.
Chapter 2 Approval Management of External Guarantees
Article 7
The highest decision-making body for the Company’s external guarantees is the shareholders' meeting. The board of directors shall exercise decision-making authority for external guarantees according to the relevant provisions of the Articles of Association regarding the board's approval authority for external guarantees. If the board exceeds its approval authority as stipulated in the Articles of Association, it shall propose a plan and submit it to the shareholders' meeting for approval. The board of directors shall organize the management and implementation of external guarantee matters approved by the shareholders' meeting.