ZFTC(SH:600794) Zheng Quan Zhi Xing·2025-08-04 16:12Core Points - The document outlines the external guarantee system of Zhangjiagang Free Trade Technology (Group) Co., Ltd, aiming to regulate external guarantee behaviors, prevent financial risks, and ensure stable operations of the company [1][2][3] Group 1: General Provisions - The external guarantee system applies to the company and its subsidiaries, including wholly-owned, controlled, and significant shareholding companies [1] - External guarantees refer to the company providing guarantees for debts owed by third parties, which may include guarantees for controlled subsidiaries [1][2] - The forms of external guarantees include guarantees, mortgages, and pledges [1] Group 2: Authority and Approval Process - Any external guarantee must be approved by at least two-thirds of the board of directors or by the shareholders' meeting [2] - Guarantees exceeding 15% of net assets require approval from the shareholders' meeting [2] - Shareholders with interests in the guarantee must abstain from voting on related proposals [2] Group 3: Application and Review Procedures - The finance department is responsible for receiving guarantee applications and conducting credit assessments of the applicants [3][4] - The board of directors must carefully review guarantee applications, considering the applicant's financial status and repayment ability [4][5] Group 4: Guarantee Conditions and Management - The company generally does not provide guarantees outside of controlled subsidiaries unless counter-guarantees are provided [5][6] - Counter-guarantees must be in the form of mortgages or pledges, with the value significantly exceeding the guarantee amount [5][6] - Written contracts must be established for all guarantees, adhering to relevant laws and regulations [6][7] Group 5: Risk Control and Information Disclosure - The finance department must continuously monitor the financial status of guaranteed parties and report any significant changes [6][7] - The company is obligated to disclose information regarding guarantees in accordance with stock exchange regulations [9][10] - Any unauthorized guarantees or contracts must be reported to the board and audit committee [8][9] Group 6: Accountability and Penalties - Directors and senior management are held accountable for violations of the guarantee procedures, with penalties ranging from fines to liability for damages [10][11] - The company must take necessary actions to recover losses from guaranteed parties who fail to meet their obligations [7][8]