topstar(300607) Jin Rong Jie·2025-05-29 23:54Core Viewpoint - Guangdong Tuosida Technology Co., Ltd. has released an external guarantee management system aimed at regulating the company's external guarantee activities, effectively controlling guarantee risks, and protecting the legitimate rights and interests of shareholders and other stakeholders [1][2]. Group 1: Definition and Scope of External Guarantees - The system clearly defines external guarantees, including guarantees provided by the company for others and guarantees for controlling subsidiaries, with the same rules applying to external guarantees by subsidiaries [1]. - External guarantees for affiliated companies are generally applicable based on the shareholding ratio, and any guarantees that may affect the company's stock trading price must fulfill information disclosure obligations [1]. Group 2: Decision-Making Procedures and Disclosure Obligations - Various guarantee actions, such as single guarantees exceeding 10% of the company's latest audited net assets, must be reviewed by the board of directors and submitted for shareholder meeting approval, followed by timely disclosure [1]. - For external guarantees not falling under special circumstances, approval is required from the board of directors, which must be agreed upon by more than two-thirds of the attending directors [1]. Group 3: Contract Review and Establishment - Written contracts must be established for guarantee agreements, with relevant departments and personnel required to carefully review the contract content [2]. - The chairman or authorized person must sign the contract based on the resolution, and when handling loan guarantees, relevant materials must be submitted to financial institutions [2]. Group 4: Internal Control and Accountability - The company must adhere to principles of legality, prudence, mutual benefit, and safety in internal controls, including investigating the status of the guaranteed party and requiring counter-guarantees from controlling shareholders [2]. - The system includes accountability measures, mandating that all directors strictly review guarantee matters, and any violations must be disclosed and addressed promptly [2].