Core Viewpoint - The document outlines the external guarantee management measures of Shenzhen Biyimi Microelectronics Co., Ltd., aiming to standardize external guarantee behaviors, control risks, and protect the rights of the company, shareholders, and other stakeholders [2]. Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its controlling subsidiaries [2]. - The total amount of external guarantees includes both the company's guarantees and those of its controlling subsidiaries [2]. - Any external guarantee must be approved by the board of directors or shareholders' meeting according to the company's articles of association [4]. Group 2: Risk Assessment - Before providing a guarantee, the company must analyze the financial status, industry outlook, operational conditions, and creditworthiness of the applicant [7]. - The company should focus on whether the guarantee business complies with national laws and the company's guarantee policies [8]. - Guarantees cannot be provided if the applicant is undergoing restructuring, has deteriorating financial conditions, or is involved in significant legal disputes [4][8]. Group 3: Approval Process - External guarantees must be approved by the board of directors, with a requirement of at least two-thirds of the attending directors agreeing [5]. - Certain guarantees, such as those exceeding 10% of the latest audited net assets, require additional approval from the shareholders' meeting [6]. - Independent directors must review the guarantee matters, focusing on the applicant's financial and operational status [12]. Group 4: Contractual Obligations - The company must establish a guarantee contract that clearly defines the rights, obligations, and liabilities of the parties involved [16]. - The contract should specify the type and amount of the principal debt, the debtor's performance period, and the guarantee's scope [17]. - Any changes or extensions to the guarantee must be treated as new guarantees, requiring a new approval process [20]. Group 5: Risk Control and Responsibilities - The company must monitor the operational and financial status of the guaranteed party regularly [23]. - If the guaranteed party fails to meet its obligations, the company must fulfill its obligations under the guarantee contract and seek recourse [24]. - The company should manage the collateral provided for guarantees and ensure its safety and integrity [25].
必易微: 深圳市必易微电子股份有限公司对外担保管理办法