御银股份: 对外担保决策制度（2025年修订）

Core Viewpoint - The document outlines the external guarantee decision-making system of Guangzhou Yuyin Technology Co., Ltd., aiming to standardize the company's external guarantee behavior, effectively control guarantee risks, and protect the legal rights of investors and the financial safety of the company [1][2]. Summary by Sections External Guarantee Definition and Principles - External guarantees refer to the guarantees provided by the company for others, including guarantees for its controlling subsidiaries. The total amount of external guarantees includes those provided by the company and its controlling subsidiaries [1]. - Guarantees must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit. No individual or entity can force the company to provide guarantees [1][2]. Compliance and Disclosure - The company must comply with relevant laws and regulations when providing guarantees and must disclose information as required by the Securities Law and the company’s articles of association [2][3]. - Guarantees provided by controlling subsidiaries to entities outside the consolidated financial statement scope are treated as guarantees provided by the company [2]. Conditions for Providing Guarantees - The company can provide guarantees to entities with independent legal status and strong debt repayment capabilities, or to those deemed necessary for business cooperation, subject to board or shareholder approval [3][4]. - Guarantees require approval from more than half of the board members and, in certain cases, must also be submitted for shareholder approval [4][5]. Related Party Guarantees - Guarantees to related parties require approval from non-related directors and must be disclosed to shareholders, with related shareholders excluded from voting [5][6]. - Controlling shareholders and related parties must provide counter-guarantees when the company provides guarantees to them [6][7]. Management and Monitoring of Guarantees - The company must establish written contracts for all guarantees and maintain proper records. The finance department is responsible for daily management and monitoring of the guarantees [11][12]. - If a guaranteed party fails to fulfill repayment obligations, the finance department must promptly inform the board and disclose relevant information [12][13]. Risk Control and Accountability - The company must continuously monitor the financial status and repayment capabilities of guaranteed parties and take necessary measures to minimize losses if significant issues arise [18][19]. - Directors and executives are held accountable for unauthorized guarantees that harm the company’s interests, and the company must take action to recover losses from related parties if necessary [19][20]. Effective Date - The external guarantee decision-making system becomes effective upon approval by the company's shareholders and is subject to interpretation by the board [20].