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开普检测: 《对外担保管理制度》(2025年8月修订)

General Principles - The purpose of the external guarantee management system is to protect investors' interests, regulate the company's guarantee behavior, control asset operation risks, and promote stable development [1] - The total amount of external guarantees includes guarantees provided by the company to its subsidiaries and those provided by subsidiaries to third parties [1][2] - External guarantees must be uniformly managed and require approval from the board of directors or shareholders' meeting [1][2] Risk Control and Approval Process - Directors and senior management must carefully manage and control the debt risks arising from guarantees and bear joint liability for any losses from improper guarantees [2] - Guarantees should follow principles of legality, prudence, mutual benefit, and safety, with strict risk control measures in place [2][3] - The company can estimate future guarantee amounts for subsidiaries based on their financial ratios and submit them for shareholder approval [3][9] Examination of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific conditions, such as having strong debt repayment capabilities [6] - The board of directors must analyze the credit status of the debtor and the associated risks before approving any guarantees [6][7] - Documentation required for guarantee applications includes financial reports, repayment ability analysis, and any potential legal issues [7] Management of Guarantees - The finance department is responsible for the specific affairs related to external guarantees, including credit investigations and monitoring the financial status of guaranteed entities [32][33] - The company must maintain proper management of guarantee contracts and related documents, ensuring their accuracy and completeness [12] - If a guaranteed entity fails to meet its repayment obligations, the company must take necessary measures to minimize losses and pursue recovery [36][39] Disclosure of Guarantee Information - The company is obligated to disclose external guarantee information in accordance with relevant regulations, including details of the guarantees and their impact on the company's financial status [43][45] - Any department or individual involved in guarantee matters must report to the board of directors and provide necessary documentation for disclosure [44] Responsibilities and Penalties - The company must strictly adhere to the external guarantee management system, with the board of directors determining penalties for responsible individuals based on the severity of losses or risks incurred [47] - If the company incurs losses due to the failure of major shareholders or related parties to repay debts, the board must take protective measures to recover losses [48]