东方环宇: 东方环宇对外担保决策制度

Core Viewpoint - The document outlines the external guarantee decision-making system of Xinjiang Dongfang Huanyu Gas Co., Ltd., emphasizing the need for strict management and control of operational risks associated with external guarantees [2][3]. Group 1: General Principles - The system aims to regulate the management of external guarantees and control operational risks based on relevant laws and regulations [2]. - External guarantees refer to the guarantees provided by the company for others, including guarantees for its subsidiaries [2]. - All directors and senior management must carefully consider and strictly control the debt risks arising from external guarantees [2]. Group 2: Approval Authority and Procedures - The company implements unified management of external guarantees and generally does not provide guarantees for third parties outside its subsidiaries [3]. - The shareholders' meeting and the board of directors are the decision-making bodies for external guarantees, requiring approval for all external guarantee actions [3]. - The company must investigate and verify the operational and financial status of the guaranteed party before providing guarantees [3]. Group 3: Conditions for Providing Guarantees - The company shall not provide guarantees if the guaranteed party has provided false financial statements, incurred losses in the previous fiscal year, or has overdue bank loans [3]. - Guarantees exceeding 50% of the latest audited net assets or 30% of the latest audited total assets require approval from the shareholders' meeting [3][4]. - Guarantees for shareholders, actual controllers, or their related parties must be approved by the shareholders' meeting, excluding the related parties from voting [4][5]. Group 4: Daily Management of External Guarantees - The financial management department is responsible for the daily management of external guarantees, including credit investigations and contract reviews [6]. - The department must continuously monitor the guaranteed party's situation and take necessary measures if the party loses the ability to fulfill its debt obligations [6]. Group 5: Legal Responsibilities - All directors must strictly review external guarantee matters according to the system and relevant laws, bearing joint liability for any losses from improper guarantees [7]. - Any personnel who exceed their authority in signing guarantee contracts or neglect their duties, causing losses to the company, will be held accountable [7]. Group 6: Miscellaneous Provisions - The total amount of external guarantees includes guarantees provided by the company to its subsidiaries [9]. - The system will be implemented after approval by the shareholders' meeting, with the board of directors responsible for its interpretation [10].