宝丽迪: 对外担保管理制度

Core Points - The company establishes a system to regulate external guarantees to protect investors' rights and prevent risks [1][2] - The external guarantee refers to the company providing assurance for a debtor's obligations, which includes forms like guarantees, mortgages, and pledges [1][2] - The company must adhere to relevant laws and regulations, including the Company Law and the Civil Code, while managing external guarantees [2][3] Group 1: External Guarantee Management - External guarantees must be uniformly managed and require approval from the board of directors or shareholders [2][4] - Directors and senior management are responsible for controlling debt risks associated with guarantees and may face joint liability for violations [2][5] - Guarantees provided to subsidiaries are treated as company actions and must comply with the established system [2][6] Group 2: Conditions for Providing Guarantees - The company can only provide guarantees to entities that meet specific criteria, including having strong debt repayment capabilities and not exceeding a 70% debt-to-asset ratio [3][9] - The board must analyze the creditworthiness of the debtor and the associated risks before approving any guarantees [3][10] - Documentation required for guarantee applications includes financial reports, contracts, and information on potential litigation [3][10] Group 3: Approval Authority and Procedures - 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 [5][14] - Guarantees exceeding certain thresholds, such as 50% of the latest audited net assets, require shareholder approval [5][15] - The board must have a quorum of over half of its members present, and a two-thirds majority is needed for approval [6][15] Group 4: Contractual Obligations and Risk Management - Written contracts are mandatory for external guarantees, and the company must ensure compliance with legal requirements [7][18] - The finance department is responsible for managing guarantee contracts and monitoring repayment obligations [9][23] - If a debtor fails to meet obligations, the company must initiate recovery procedures and inform the board [10][27] Group 5: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with regulatory requirements [12][32] - Timely disclosure is required if a debtor defaults or faces bankruptcy [12][35] - All departments involved in guarantees must report to the board secretary for necessary disclosures [12][33] Group 6: Accountability and Compliance - The company will impose penalties on responsible parties for violations of the guarantee system [13][37] - Individuals who exceed their authority in signing guarantee contracts will be held accountable [13][38] - Legal consequences may arise for those who violate laws or regulations during the guarantee process [13][42]