亚厦股份: 对外担保管理制度

Core Viewpoint - The company has established a comprehensive system for managing external guarantees to protect investor interests and control operational risks, ensuring healthy and stable development [1][2]. Group 1: General Principles - The company aims to maintain investor interests and regulate its guarantee behavior to control asset operation risks [1]. - Guarantees include various forms such as loan guarantees, bank letters of credit, and other financial assurances [1]. - All directors and senior management must carefully manage and strictly control the debt risks associated with external guarantees [1]. Group 2: Guarantee Management - External guarantees must be approved by the board of directors or shareholders' meeting according to the company's articles of association [2]. - The company implements unified management of external guarantees, prohibiting guarantees without board or shareholder approval [2]. Group 3: Guarantee Objects - The company can provide guarantees for entities with independent legal status that meet specific criteria, including subsidiaries and joint ventures with strong debt repayment capabilities [7]. - Any guarantees for other companies must follow strict procedures and receive board or shareholder approval, along with necessary counter-guarantees [7][8]. Group 4: Guarantee Investigation - Prior to granting a guarantee, the company must assess the credit status of the guaranteed party and analyze the associated risks and benefits [4]. - The guarantee applicant must provide comprehensive documentation, including financial reports and analyses of repayment capabilities [5]. Group 5: Guarantee Approval - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval after board review [6]. - Related parties must abstain from voting on guarantee matters to avoid conflicts of interest [6]. Group 6: Contractual Obligations - Guarantee contracts must comply with legal standards and clearly define all parties and obligations [8]. - The company must ensure that any counter-guarantees are adequate and legally compliant [8]. Group 7: Risk Management - The finance department is responsible for managing guarantee contracts and monitoring the repayment obligations of the guaranteed parties [26]. - The company must take proactive measures to address potential risks and report any issues to the board [29]. Group 8: Information Disclosure - The board office is tasked with disclosing guarantee information in compliance with regulatory requirements [11]. - Any violations in guarantee practices must be disclosed promptly, and corrective actions should be taken to minimize losses [12]. Group 9: Accountability - Directors and senior management who violate guarantee procedures may face accountability for any resulting damages [39]. - The board has the authority to impose penalties based on the severity of losses or risks incurred [41].