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金域医学: 广州金域医学检验集团股份有限公司对外担保管理制度

Core Viewpoint - The document outlines the external guarantee management system of Guangzhou Kingmed Diagnostics Group Co., Ltd, aiming to regulate external guarantee behaviors, enhance management, control risks, and protect the interests of shareholders and stakeholders [2][3]. Group 1: General Principles - The company establishes this system based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The term "subsidiary" refers to a controlled subsidiary by the company [2]. - "Guarantee" includes various forms such as loan guarantees, bank letters of credit, and other legal guarantees [2]. Group 2: Approval and Review Procedures - All external guarantees must be approved by the company's shareholders' meeting or board of directors [3]. - Subsidiaries must obtain approval from the company before providing external guarantees [3]. - Guarantees exceeding 10% of the latest audited net assets require shareholders' meeting approval [4]. Group 3: Contract Review and Establishment - A guarantee contract must be established after approval from the board or shareholders [6]. - The contract must comply with relevant laws and clearly define the obligations and rights of both parties [6][10]. - The signing authority must have the board or shareholders' approval for the guarantee [6]. Group 4: Risk Management - The finance department is responsible for assessing the creditworthiness of the guaranteed party and managing the guarantee process [7]. - The legal department handles legal disputes arising from guarantees and ensures compliance with legal requirements [7]. - The company must take necessary measures to control risks if the guaranteed party shows signs of default [9]. Group 5: Information Disclosure - The company must disclose guarantee information according to legal requirements and ensure timely reporting of any significant changes [12][48]. - Any department involved in guarantees must report to the board secretary and provide necessary documentation for disclosure [13]. Group 6: Responsibilities of Related Personnel - Individuals signing guarantee contracts without authorization may lead to the company seeking compensation from them [14]. - The board of directors is responsible for ensuring compliance with the guarantee management system and may face liability for violations [14].