电科院: 对外担保制度

Core Viewpoint - The document outlines the external guarantee system of Suzhou Electrical Appliance Research Institute Co., Ltd, aiming to regulate external guarantee behaviors, control risks, and protect financial safety and investors' rights. Group 1: General Principles - The company establishes this system to standardize external guarantee behaviors and effectively control risks [1] - External guarantees include providing guarantees, mortgages, pledges, or other forms for third parties, including subsidiaries [1] - Guarantees must adhere to principles of prudence, equality, voluntariness, and integrity [1] Group 2: Conditions for Providing Guarantees - The board of directors must thoroughly investigate the financial and operational status of the guaranteed party before approving guarantees [2] - Guarantees for related parties must have reasonable commercial logic and be disclosed promptly after board approval [2] - Other shareholders of subsidiaries must provide equal guarantees or counter-guarantees proportionate to their investment [2] Group 3: Approval Process - External guarantees require approval from the board of directors or shareholders' meeting [3] - The finance department manages guarantee applications and conducts preliminary reviews [3] - Relevant documents must accompany guarantee applications submitted to the board [3] Group 4: Disclosure Requirements - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require board and shareholder approval [3] - The board must approve guarantees exceeding 10% of the latest audited net assets or those for shareholders and related parties [4] Group 5: Risk Management and Execution - The finance department is responsible for daily management of guarantees and must report any significant changes in the guaranteed party's repayment ability [8] - If a guaranteed debt needs extension, it is treated as a new guarantee requiring re-approval [6] - The company must pursue recovery from the guaranteed party if it assumes guarantee responsibilities [8] Group 6: Information Disclosure - The company must disclose guarantee matters promptly if the guaranteed party fails to repay within 15 trading days or faces bankruptcy [26] - All relevant documents regarding guarantees must be submitted to the board secretary [27] Group 7: Responsibilities - All directors must strictly review guarantee matters according to the system and bear legal responsibility for any violations [29] - Management personnel who exceed their authority in approving guarantees may face legal consequences if losses occur [30]