能辉科技: 对外担保管理制度

Core Viewpoint - The document outlines the external guarantee management system of Shanghai Nenghui Technology Co., Ltd., emphasizing the need for legal compliance, risk control, and proper decision-making processes for external guarantees [1][2][4]. Group 1: General Principles - The external guarantee refers to the company providing guarantees for debts owed by debtors to creditors, including various forms such as guarantees, mortgages, and pledges [1]. - The company must adhere to principles of legality, prudence, mutual benefit, and safety when providing guarantees [1]. Group 2: Decision-Making Authority - The shareholders' meeting and the board of directors are the decision-making bodies for external guarantees, requiring approval before any guarantees can be provided [2]. - Guarantees provided by subsidiaries must also be approved by the company, and subsidiaries cannot provide mutual guarantees without approval [2][3]. Group 3: Risk Control Measures - The company must require counterparties to provide counter-guarantees, ensuring that the counter-guarantee provider has the actual capacity to fulfill the obligation [7]. - If a subsidiary provides guarantees, other shareholders should ideally provide equal guarantees or counter-guarantees based on their investment proportions [3]. Group 4: Approval Process - Guarantees exceeding 50% of the company's latest audited net assets or 30% of total assets require shareholder approval [4][5]. - The board of directors must review and approve all external guarantees, with a two-thirds majority required for approval [15]. Group 5: Application and Review Procedures - The finance director and finance department are responsible for receiving and reviewing guarantee applications, ensuring the authenticity of the provided information [6][20]. - The company must refuse guarantees if the applicant has a poor credit history or if the funding does not comply with national laws [21]. Group 6: Ongoing Management and Risk Monitoring - The company must establish a written contract for each guarantee, ensuring compliance with relevant laws and regulations [10]. - Continuous monitoring of the financial status and repayment ability of the guaranteed party is required, with timely actions taken if any adverse conditions arise [33]. Group 7: Legal Responsibilities - All directors and senior management must strictly adhere to the established procedures for external guarantees and are liable for any losses resulting from violations [37][38]. Group 8: Implementation and Amendments - The system will be implemented upon approval by the shareholders' meeting, with the board of directors authorized to interpret the regulations [41].