General Principles - The external guarantee management system of Zhejiang Fengmao Technology Co., Ltd. aims to standardize the company's guarantee behavior, control operational risks, and protect investors' rights and financial safety [1] - This system applies to the company and its wholly-owned and controlling subsidiaries, defining "external guarantees" as guarantees provided by the company for others, including guarantees for controlling subsidiaries [1][2] Approval Process - The management of external guarantees follows a multi-layered review system, with the finance department responsible for initial review and daily management, while the securities department ensures compliance [2] - External guarantees must be uniformly managed by the company, and subsidiaries cannot provide guarantees without company approval [2][3] - 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 [2][3] Guarantee Conditions - Certain external guarantees require board approval before being submitted to the shareholders' meeting, including guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of net assets [3][4] - Guarantees provided to shareholders, actual controllers, or their related parties require a two-thirds majority approval from the shareholders' meeting [3] Risk Assessment and Management - The finance department is responsible for assessing the creditworthiness of the guaranteed party and evaluating risks before submitting a written report to the securities department [6][7] - The board of directors must conduct thorough investigations into the financial and operational status of the guaranteed party before making decisions [6][7] Daily Management and Disclosure - External guarantees must be documented in written contracts, and the finance department is responsible for the registration and management of all guarantee-related documents [7][8] - The company must continuously monitor the financial status of the guaranteed party and report any significant adverse changes to the board of directors [8][9] Responsibilities and Compliance - All directors must strictly adhere to the company's articles of association and the external guarantee management system when reviewing guarantee matters [9][10] - Any unauthorized signing of guarantee contracts or neglect of duties by relevant personnel will result in accountability for the actual losses incurred by the company [9][10]
丰茂股份: 对外担保管理制度（2025年8月修订）