SZHL(SZ:002255) Zheng Quan Zhi Xing·2025-08-25 16:31Core Viewpoint - The external guarantee management measures of Suzhou Hailu Heavy Industry Co., Ltd. aim to standardize external guarantee behavior, ensuring the protection of investors' legal rights and the safety of company assets [2] Group 1: Definition and Scope - External guarantees refer to the company providing guarantees, asset pledges, and other forms of security for third parties using its own assets or credit [2] - The measures apply to the company and its controlling subsidiaries, with controlling subsidiaries required to follow the same regulations [2] Group 2: Principles and Risk Control - The company must adhere to principles of legality, prudence, mutual benefit, and safety while strictly controlling guarantee risks [3] - External guarantees must require the counterparty to provide a counter-guarantee, ensuring the counterparty has the actual ability to bear the responsibility [3] Group 3: Approval Process - External guarantee matters must be approved by the board of directors or the shareholders' meeting, requiring a majority of directors and two-thirds of independent directors' consent [4] - The approval process includes a written application and due diligence report submitted by the functional department, which must be reviewed by the general manager before being presented to the board [4][5] Group 4: Disclosure Obligations - The company must disclose the total amount of external guarantees and any significant changes in the guarantee status in a timely manner [15][16] - If the guaranteed party fails to fulfill repayment obligations or faces bankruptcy, the company must disclose this information promptly [16] Group 5: Responsibilities and Penalties - The board of directors is responsible for monitoring guarantee activities and must take corrective actions in case of violations [12] - Individuals who fail to perform their duties in managing guarantees may face disciplinary actions, including warnings or dismissal [12][29]