ZHBIO(SZ:300653) Zheng Quan Zhi Xing·2025-08-04 16:22Core Viewpoint - The financing and external guarantee management system of Yantai Zhenghai Biological Technology Co., Ltd. aims to protect investors' rights, regulate financing and guarantee behaviors, control asset operation risks, and ensure financial safety and stable development of the company [2][3]. Group 1: General Provisions - The system applies to the company and its wholly-owned and controlling subsidiaries [2]. - Financing refers to indirect financing from financial institutions, including various forms such as comprehensive credit, working capital loans, and bank guarantees [3]. - External guarantees involve providing guarantees, asset pledges, and other forms of security for other entities or individuals [3]. Group 2: Basic Regulations for External Guarantees - External guarantees must comply with relevant laws and the company's articles of association, following principles of equality, voluntariness, fairness, integrity, and mutual benefit [3]. - External guarantees are subject to unified management, and branches cannot provide guarantees without approval [3]. - Any external guarantee requires approval from the shareholders' meeting or the board of directors [3]. Group 3: Financing Approval Process - The finance management department is responsible for managing financing applications and conducting preliminary reviews [4]. - Financing amounts are limited to 10% of the latest audited net asset value for certain approvals and 20% for others, with higher amounts requiring board and shareholder approval [4][5]. - If the asset-liability ratio exceeds 70%, financing must be approved by the shareholders' meeting [5]. Group 4: External Guarantee Application and Investigation - Before deciding on an external guarantee, the company must assess the credit status of the guaranteed party and analyze the associated risks [6]. - The applicant must submit a guarantee application detailing the debt situation, business or project, risk assessment, and necessary documentation [6][7]. - The finance management department conducts a thorough investigation of the applicant's financial status and creditworthiness [7]. Group 5: Review of External Guarantees - External guarantees undergo a review process involving the finance management department and the board of directors, which assesses the financial status and risks associated with the guaranteed party [9][10]. - Guarantees exceeding certain thresholds require shareholder approval, particularly if they exceed 10% of the latest audited net assets or involve high-risk entities [10][11]. Group 6: Guarantee Contracts - Written guarantee contracts must be established after board or shareholder approval, detailing the nature of the debt, obligations, and liabilities [13][14]. - The finance management department must review the legality and completeness of guarantee contracts, ensuring compliance with laws and regulations [14][15]. Group 7: Execution and Risk Management - The finance management department is responsible for monitoring the execution of financing and guarantee contracts, ensuring compliance with the stipulated purposes [16][17]. - Continuous assessment of the financial status and operational changes of the guaranteed party is required to manage risks effectively [17][18].