The document number is Jian Zheng Fa [2005] 120.

Issued by:

Issue date: 2005122 October.

All listed companies and banking financial institutions:

In order to standardize the external guarantee behavior of listed companies and the approval of loans provided by banking financial institutions to listed companies, and effectively prevent the external guarantee risk of listed companies and the credit risk of financial institutions, according to the Banking Supervision Law of the People's Republic of China; and

First, standardize the external guarantee behavior of listed companies and strictly control the external guarantee risks of listed companies.

(1) The external guarantee of a listed company must be reviewed by the board of directors or the shareholders' meeting.

(2) The Articles of Association defines the authority of the general meeting of shareholders and the board of directors to examine and approve external guarantees and the accountability system for violating the examination and approval authority and review procedures.

(3) The external guarantee that should be examined and approved by the shareholders' meeting can only be submitted to the shareholders' meeting for examination and approval after being examined and approved by the board of directors. External guarantees that must be approved by the shareholders' meeting include but are not limited to the following:

1. Any guarantee provided by the listed company and its holding subsidiaries after the total external guarantee exceeds 50% of the latest audited net assets;

2. Guarantees provided for the guaranteed objects with asset-liability ratio exceeding 70%;

3. A single guarantee with an amount exceeding 10% of the latest audited net assets;

4. Guarantees provided to shareholders, actual controllers and their related parties.

When the shareholders' meeting considers the proposal to guarantee the shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by actual controllers shall not participate in the voting, and the voting shall be passed by more than half of the voting rights held by other shareholders attending the shareholders' meeting.

(4) The external guarantee that should be approved by the board of directors must be reviewed and approved by more than two-thirds of the directors present at the board of directors and a resolution must be made.

(5) The external guarantees reviewed and approved by the board of directors or shareholders' meeting of a listed company must be disclosed in the information disclosure newspaper designated by the China Securities Regulatory Commission in time, including the resolutions of the board of directors or shareholders' meeting, the total amount of external guarantees provided by the listed company and its holding subsidiaries as of the date of information disclosure, and the total amount of guarantees provided by the listed company to its holding subsidiaries, etc.

(6) When handling loan guarantee business, a listed company shall submit the articles of association, the original resolutions of the board of directors or shareholders' meeting on guarantee and the designated newspapers and periodicals that publish guarantee information to banking financial institutions.

(7) The external guarantee of the holding subsidiary of a listed company shall be implemented with reference to the above provisions. A controlling subsidiary of a listed company shall, after a resolution is made by its board of directors or shareholders' meeting, promptly notify the listed company to fulfill its relevant information disclosure obligations.

Second, standardize the examination and approval of loan guarantees of banking financial institutions, and effectively prevent the risk of banking financial institutions providing loans to listed companies.

(1) Banking financial institutions should strictly follow the Guarantee Law of People's Republic of China (PRC), the Company Law of People's Republic of China (PRC) and the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Guarantee Law of People's Republic of China (PRC), strengthen the examination of loan applications of listed companies, effectively prevent relevant credit risks, and timely register loan and guarantee information in the credit management system.

(2) All banking financial institutions must carefully examine the following matters in accordance with this Notice, the articles of association of listed companies and other relevant provisions:

1. Integrity and legality of loan application materials provided by listed companies;

2. The external guarantee of the listed company has fulfilled the examination and approval procedures of the board of directors or shareholders' meeting;

3. External guarantee for listed companies to fulfill their information disclosure obligations;

4. Guarantee ability of listed companies;

5. Credit standing and repayment ability of the lender.

(3) All banking financial institutions shall improve the internal control system and control the loan risk in accordance with the Guidelines on Credit Due Diligence of Commercial Banks.

(four) the loan application provided by the holding subsidiary of a listed company shall be implemented with reference to the above provisions.

Third, strengthen supervision and cooperation, and increase the accountability of listed companies in the illegal external guarantee industry.

(1) The China Securities Regulatory Commission and its dispatched offices, the China Banking Regulatory Commission and its dispatched offices should strengthen supervision and cooperation, share information, establish a supervision and cooperation mechanism, intensify the investigation and punishment of listed companies of banking financial institutions for concealing guarantee information, illegally guaranteeing and illegally issuing loans, and investigate the legal responsibilities of relevant parties according to law.

(2) If a listed company, its directors, supervisors, managers and other senior managers violate the provisions of this Notice, the China Securities Regulatory Commission shall order them to rectify and punish them according to law. Those suspected of committing a crime shall be transferred to judicial organs for handling.

(3) If a banking financial institution violates laws and regulations, the China Banking Regulatory Commission shall punish relevant institutions and parties according to law; Suspected of a crime, transferred to judicial organs for legal responsibility.

Fourth, others.

(1) Each listed company shall revise and improve its articles of association in accordance with the above provisions; All banking financial institutions should incorporate the external guarantees of listed companies into unified credit management, and conduct examination and approval and management in strict accordance with relevant regulations.

(2) The term "banking financial institutions" as mentioned in this Notice shall be implemented in accordance with the Banking Supervision Law of the People's Republic of China. The so-called "external guarantee" refers to the guarantee provided by listed companies to others, including the guarantee provided by listed companies to holding subsidiaries. The total external guarantee of listed companies and their holding subsidiaries refers to the sum of the total external guarantee of listed companies, including the guarantee of listed companies to their holding subsidiaries and the total external guarantee of listed companies' holding subsidiaries.

(3) The provisions of this Notice do not apply to financial listed companies.

(4) If it is inconsistent with the provisions of this notice, it shall be implemented in accordance with the Notice on Issues Related to External Guarantee of Listed Companies [2000] No.61and the Notice on Regulating Capital Exchange between Listed Companies and Related Parties and Several Issues Concerning External Guarantee of Listed Companies [2003] No.56.

Five, the "notice" since June 2006 1 day.

China Securities Regulatory Commission (CSRC)

China Banking Regulatory Commission

November 14th, 2005

According to the relevant provisions in the Notice, the information should be disclosed in the newspapers and periodicals designated before using the letter, and the bank's requirements are reasonable!