深天马Ａ: 对外担保管理制度（2025年8月）

Core Points - The document outlines the external guarantee management system of Tianma Microelectronics Co., Ltd, aiming to regulate external guarantees and control debt risks to protect the company and its stakeholders [1][2] - The management system is based on relevant laws and regulations, including the Securities Law, Company Law, Civil Code, and listing rules [1][2] Group 1: General Principles - The external guarantees refer to the guarantees provided by the listed company for its controlling and affiliated companies, including forms such as guarantees, mortgages, and pledges [1] - The primary goal of the external guarantee management is to strictly control the debt risks associated with external guarantees [2] Group 2: Guarantee Categories - Guarantees are categorized into three types: prohibited guarantees, strictly controlled guarantees, and general guarantees [3] - Prohibited guarantees include those for companies with negative cash flow or lack of sustainable operating capability [3] - The total amount of external guarantees by the company and its subsidiaries should not exceed 50% of the latest net assets [5] Group 3: Approval Process - External guarantees must be approved by the board of directors or shareholders, requiring a two-thirds majority for board decisions [5][6] - The company must require counter-guarantees from the parties involved, ensuring they have the capacity to fulfill the obligations [10] Group 4: Risk Control and Management - The finance management center is responsible for the initial review and daily management of guarantee applications, ensuring compliance with the established procedures [2][6] - The company must conduct thorough assessments of the creditworthiness of the parties involved before providing guarantees [10][11] Group 5: Documentation and Record Keeping - All documents related to external guarantees must be properly maintained, including guarantee applications and approval records [9] - The company is required to disclose information regarding external guarantees in accordance with relevant regulations [6][9]