新劲刚: 对外担保决策制度

Core Viewpoint - The company has established a comprehensive system for external guarantees to protect investors' rights, regulate guarantee behaviors, and mitigate risks associated with external guarantees [1][2]. Group 1: General Provisions - The external guarantee refers to the company providing guarantees for debts owed by third parties, which may include forms such as guarantees, mortgages, and pledges [1]. - The company must adhere to relevant laws and regulations, including the Company Law and the Stock Listing Rules, while strictly controlling the risks associated with external guarantees [1][2]. Group 2: Management and Approval Process - External guarantees are subject to unified management, requiring approval from the board of directors or shareholders' meeting before any contracts can be signed [2]. - Directors and senior management must exercise caution and strictly control the risks associated with guarantees, being liable for any losses resulting from improper guarantees [2][3]. - The company can only provide guarantees to entities that are legally qualified and meet specific criteria, including having strong debt repayment capabilities and not exceeding a debt-to-asset ratio of 70% [9]. Group 3: Risk Assessment and Documentation - Before approving a guarantee, the board must assess the debtor's credit status and analyze the associated benefits and risks, requiring comprehensive documentation from the applicant [10]. - The required documentation includes basic company information, financial reports, and any potential legal issues that may affect the guarantee [10][11]. Group 4: Guarantee Amount and Authority - The highest decision-making body for external guarantees is the shareholders' meeting, with the board of directors exercising decision-making authority based on the company's articles of association [14]. - Guarantees exceeding 50% of the company's latest audited net assets or involving certain high-risk conditions must be approved by the shareholders' meeting [14][15]. Group 5: Contractual Obligations - All external guarantees must be formalized in written contracts, which should include essential details such as the creditor, debtor, and the nature of the guaranteed debt [19]. - The company must ensure that all contracts comply with legal requirements and internal regulations, rejecting any agreements that impose unreasonable obligations [20]. Group 6: Management and Monitoring - The board of directors and financial management department are responsible for managing and reviewing guarantee activities, ensuring compliance with the established procedures [24]. - The company must monitor the financial health of the guaranteed parties and take necessary actions if any risks are identified [25][26]. Group 7: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations, including details about the total amount of guarantees and their impact on the company's financial position [33][34]. - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [36]. Group 8: Accountability and Responsibilities - The company will hold responsible parties accountable for any violations of the guarantee procedures, with potential disciplinary actions based on the severity of the infractions [38][39]. - Individuals who fail to fulfill their responsibilities or cause losses to the company may face economic penalties or administrative sanctions [41].