中岩大地: 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 the company's external guarantee behavior, prevent risks, ensure asset safety, and promote stable development [2][3] - External guarantees include guarantees, mortgages, pledges, and other guarantee matters provided by the company for others, including guarantees for controlling subsidiaries [3] Conditions for External Guarantees - The company can provide guarantees for entities with independent legal status that meet specific conditions, such as mutual guarantee units needed for business, units with important business relationships, and controlling subsidiaries [7][8] - If a non-related party that does not meet the conditions applies for a guarantee, it requires approval from two-thirds of the board members or the shareholders' meeting [8] Approval Procedures for External Guarantees - The board must assess the debtor's financial status, operational conditions, industry prospects, and credit situation before deciding on guarantees [9] - The financial department is responsible for investigating the applicant's financial and operational status and must submit a written opinion to the board [10][11] Approval Authority for External Guarantees - The highest decision-making body for external guarantees is the shareholders' meeting, while the board exercises decision-making authority based on the company's articles of association [16] - Guarantees exceeding 10% of the latest audited net assets or 50% of the total assets require shareholders' meeting approval [18][19] Management of External Guarantees - The financial department and the legal affairs department are responsible for managing external guarantees, including conducting credit investigations and monitoring the financial status of guaranteed entities [30][31] - The company must take necessary measures to recover debts if the guaranteed party fails to fulfill its obligations [35][36] Legal Responsibilities - Board members violating the external guarantee management system may be held liable for damages, and serious cases may lead to dismissal [41][42] - Any personnel involved in fraudulent activities or unauthorized signing of guarantee contracts will face termination and legal consequences [43]