Core Viewpoint - The document outlines the company's external guarantee management system, aiming to standardize guarantee behavior, protect shareholder rights, and mitigate guarantee risks [1]. Group 1: General Provisions - The external guarantee refers to the company and its subsidiaries providing guarantees, pledges, or collateral for third-party debts, excluding certain forms of guarantees like deposits [1][2]. - The management of external guarantees applies to the company and its subsidiaries [1]. Group 2: Management Responsibilities - The Finance Management Department is responsible for the unified management of external guarantees, including formulating management measures and supervising subsidiary activities [2]. Group 3: Guarantee Scope, Limits, and Requirements - The guarantee scope includes full guarantees for wholly-owned subsidiaries and proportional guarantees for controlling and affiliated companies [2]. - The total guarantee amount should not exceed 70% of the company's audited net assets from the previous year, and guarantees for a single entity should not exceed 20% [2][3]. - Guarantees can be provided in various forms, including guarantees, pledges, and mortgages [2]. Group 4: Approval Procedures - External guarantees must be approved by the board of directors or shareholders' meeting, with specific thresholds for different types of guarantees [6][7]. - The approval process includes submitting a guarantee application three months in advance, detailing the borrowing purpose, amount, and repayment ability [6]. Group 5: Counter-Guarantee Management - When providing guarantees, the company requires counter-guarantees from the guaranteed party, which must be legally valid and clearly defined [8][9]. Group 6: Guarantee Contract Management - All external guarantees must be formalized in written contracts that comply with legal requirements, detailing the obligations and rights of all parties involved [10][11]. Group 7: External Guarantee Management - Subsidiaries must adhere to the company's guarantee management requirements and cannot issue guarantees without approval [10]. - The Finance Management Department must maintain a detailed record of all guarantees, including amounts, terms, and collateral [10]. Group 8: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations, including total guarantee amounts and their relation to net assets [12][13]. Group 9: Legal Responsibilities - The company implements a responsibility accountability system for guarantee business, ensuring that any significant decision-making errors or management failures are addressed [13].
通宝能源: 山西通宝能源股份有限公司对外担保管理办法