振华风光: 贵州振华风光半导体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 Guizhou Zhenhua Wind Power Semiconductor Co., Ltd, aiming to standardize guarantee behavior, protect company assets, control financial and operational risks, and safeguard the rights of shareholders and stakeholders [1]. Group 1: General Principles - The external guarantee refers to the company and its subsidiaries providing guarantees in various forms, including mortgages, pledges, and guarantees for third parties [1]. - The company must adhere to principles of legality, prudence, mutual benefit, and safety while strictly controlling guarantee risks [1]. Group 2: Approval Authority - All external guarantees require board approval, with specific guarantees needing shareholder approval if they exceed certain thresholds, such as 10% of the latest audited net assets for a single guarantee or 50% for total guarantees [2]. - Guarantees for shareholders, actual controllers, and related parties require special resolutions from the shareholder meeting, excluding the related shareholders from voting [2]. Group 3: Execution of Guarantees - The finance department is responsible for managing guarantee applications, analyzing the financial status of the guaranteed party, and ensuring compliance with legal and regulatory requirements [3]. - Guarantee applications must be submitted at least 30 working days in advance and include detailed information about the guaranteed party and the guarantee terms [4]. Group 4: Daily Management of Guarantees - After a guarantee contract is signed, the finance department must manage and store the contract and related documents, ensuring accuracy and completeness [6]. - The finance department should monitor the financial status of the guaranteed party and report any significant changes to the board [6]. Group 5: Information Disclosure - The company must fulfill information disclosure obligations regarding external guarantees as per legal and regulatory requirements, with the board secretary responsible for this task [9]. - Independent directors must provide special comments on the company's guarantee situation in the annual report [9]. Group 6: Accountability - The company must strictly follow the established system for external guarantees, with penalties for responsible parties who violate procedures or cause losses [10]. - All directors are required to exercise caution regarding external guarantees to control debt risks effectively [10].