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千里科技: 重庆千里科技股份有限公司对外担保管理制度(2025年8月修订)

General Principles - The purpose of the external guarantee management system is to protect investors' rights, regulate external guarantee behaviors, control operational risks, and promote stable development of the company [1] - The system applies to the company and its wholly-owned and controlled subsidiaries [1] - External guarantees include providing guarantees, pledges, or collateral for third parties, including guarantees for controlled subsidiaries [1] External Guarantee Objects - The company can provide guarantees for units that meet specific conditions, such as mutual guarantee units needed for business, units with significant business relationships, and wholly-owned or controlled subsidiaries [2] - The board of directors must carefully review the guarantor's situation and cannot provide guarantees for entities with poor credit records or those involved in legal disputes [2] Application and Investigation of External Guarantees - Before deciding on a guarantee, the company must assess the credit status of the guaranteed party and analyze the risks and benefits [3] - The applicant must submit a guarantee application detailing the debt situation, business or project, risk assessment, and necessary documentation [3][4] Approval Authority for External Guarantees - All external guarantee matters must be approved by the board of directors, requiring a two-thirds majority of attending directors [4][5] - Guarantees exceeding 10% of the latest audited net assets or 30% of total assets require shareholder meeting approval [5][6] External Guarantee Contracts - Written guarantee contracts must be established after board or shareholder approval, detailing the main debt, obligations, and liabilities [6][7] - The board must review the legality and completeness of the guarantee contracts, and legal advice may be sought for significant contracts [7][8] Daily Management and Risk Management of External Guarantees - The finance department is responsible for managing external guarantees, including maintaining detailed records and monitoring the financial status of guaranteed parties [8][9] - If a guaranteed party faces significant losses or other risk-increasing events, the finance department must report and determine risk mitigation measures [9][10] Accountability - Directors and senior management who violate laws or regulations regarding guarantees may face legal consequences or company-imposed penalties [10] - Individuals who fail to perform their duties, causing losses to the company, may also face economic penalties or disciplinary actions [10]