众兴菌业: 对外担保管理制度

Core Points - The document outlines the external guarantee management system of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd, aiming to regulate external guarantees and control debt risks [1][2] - The system is based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and is tailored to the company's actual situation [1][2] Group 1: General Principles - The external guarantee refers to the company providing guarantees for others, including subsidiaries, and involves various forms such as asset pledges and bank guarantees [2] - The company must adhere to principles of equality, voluntariness, mutual benefit, safety, integrity, and legality in providing guarantees [2][3] - The board of directors or shareholders' meeting must approve any external guarantees, and no individual can sign guarantee contracts without authorization [3][6] Group 2: Conditions for External Guarantees - The company can provide guarantees for entities with independent legal status that meet specific conditions, such as having strong debt repayment capabilities [7] - If a non-related party requests a guarantee but does not meet the specified conditions, it can only be approved with a two-thirds majority of the board or shareholders [8][9] - The board must thoroughly understand the financial and operational status of the party being guaranteed before making a decision [9][10] Group 3: Approval Authority - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval [14] - Related shareholders must abstain from voting on guarantees involving themselves or their affiliates [7][14] - The company must ensure that all shareholders provide equal guarantees for subsidiaries when applicable [8][12] Group 4: Execution and Risk Management - The finance department is responsible for managing external guarantees, including credit investigations and contract drafting [27][28] - The company must monitor the financial status of guaranteed parties and take necessary actions if repayment capabilities deteriorate [31][32] - In case of default, the company should initiate recovery procedures promptly [33][34] Group 5: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations [38] - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [39]