凯众股份: 上海凯众材料科技股份有限公司对外担保管理制度

General Principles - The company establishes a management system for external guarantees to clarify approval authority and standardize guarantee behavior, aiming to prevent and reduce risks [1][2] - External guarantees refer to the company providing guarantees, asset pledges, or other forms of security for debtors, which includes guarantees for subsidiaries [1][2] Scope of Application - The guarantee management system applies to the company and its wholly-owned and controlling subsidiaries, with subsidiaries required to follow the same procedures [2] - Branches of the company are prohibited from providing external guarantees without approval [2] Approval Process - All external guarantees must be approved by the board of directors or the shareholders' meeting, with no other department or individual authorized to provide guarantees [5][18] - Guarantees involving related parties require avoidance of personnel with economic interests or close relationships during evaluation and approval [2][5] Responsibilities and Management - The finance department is responsible for managing guarantee applications, conducting credit investigations, and risk assessments [4][8] - The legal department must review guarantee contracts to ensure compliance with legal standards [6][8] Contractual Obligations - Guarantee contracts must clearly define terms and conditions, and any changes to the guarantee must undergo a new evaluation and approval process [6][29] - The company must ensure that guarantees do not exceed its equity share unless approved by the shareholders' meeting [26] Monitoring and Evaluation - The company must maintain a detailed record of guarantee transactions and regularly monitor the financial status of the guaranteed parties [30][31] - The audit department is responsible for periodic checks on the execution of guarantee projects [8][33] Information Disclosure - The company must disclose approved external guarantees on the stock exchange and relevant media, including total guarantee amounts [43][46] - Independent directors must provide special reports on the status of guarantees in the annual report [44] Document Management - The finance department is responsible for managing all documents related to guarantees, including contracts and related rights [47][49] - Upon expiration of guarantee contracts, the company must ensure proper termination of the guarantee relationship [50]