Core Viewpoint - The external guarantee management system of the company aims to strengthen internal controls, standardize guarantee behavior, and prevent guarantee risks in accordance with relevant laws and regulations [2][3]. Group 1: General Principles - The company defines "guarantee" as providing assurance, mortgage, pledge, lien, and deposit for others [2]. - The company must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit when providing guarantees [2]. - The internal control system for guarantees should focus on risk control in key areas to ensure compliance with laws and regulations [2][3]. Group 2: Applicability and Decision-Making - The guarantee management system applies to the company and its wholly-owned and controlling subsidiaries [3]. - The shareholders' meeting and board of directors are the decision-making bodies for external guarantees, requiring approval before any guarantee contracts are signed [3][6]. - Guarantees provided to controlling subsidiaries do not require counter-guarantees, while guarantees to other parties must include counter-guarantees from capable entities [6][7]. Group 3: Guarantee Procedures - The company can provide guarantees to entities with independent legal status that meet specific conditions, including those with strong debt repayment capabilities [8][9]. - The board of directors must analyze the credit status and risks associated with the guarantee before approval [9][10]. - The company’s finance department is responsible for handling guarantee business and must ensure personnel are qualified and aware of risk management [7][10]. Group 4: Review and Approval - The board of directors must review the financial status and creditworthiness of the guaranteed party, rejecting guarantees if certain negative conditions are present [17][18]. - For guarantees exceeding 10% of the company's latest audited net assets, board approval is required, followed by shareholders' meeting approval [21][22]. - External professional institutions may be engaged to assess risks associated with guarantees when necessary [22]. Group 5: Contract Management and Disclosure - After approval, guarantee contracts must be signed by authorized representatives and should clearly define the scope, purpose, and duration of the guarantee [23][24]. - The company must manage guarantee contracts and related documents properly, ensuring their accuracy and completeness [26][27]. - If a guaranteed party fails to fulfill obligations, the company must take necessary remedial actions and report to the board [31][32]. Group 6: Responsibilities and Accountability - Company directors and management are held accountable for unauthorized guarantee contracts that cause damage to the company [37][38]. - Individuals responsible for guarantee approvals may face penalties for negligence or misconduct leading to financial losses [38][39].
基蛋生物: 基蛋生物:对外担保管理制度(2025年8月)