天新药业: 对外担保管理制度

Core Points - The document outlines the external guarantee management system of Jiangxi Tianxin Pharmaceutical Co., Ltd, aiming to standardize external guarantee behaviors and effectively prevent risks associated with such guarantees [1][2]. Chapter Summaries Chapter 1: General Principles - The system is established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, to regulate external guarantees and safeguard the company's interests [1]. Chapter 2: Guarantee Principles - Guarantees include various forms such as guarantees, mortgages, and pledges, and must be managed uniformly by the company [2]. - All external guarantees require approval from the board of directors, with specific thresholds for shareholder approval based on the amount of the guarantee relative to the company's net assets [2][3]. Chapter 3: Guarantee Approval Management - The board of directors is responsible for managing guarantee behaviors, requiring a majority approval for all guarantees and a two-thirds majority for significant guarantees [2]. - The total amount of external guarantees should not exceed 50% of the latest audited net assets, and any guarantees exceeding this must be submitted for shareholder approval [2]. Chapter 4: Contracting Guarantees - Guarantee contracts must comply with legal standards and clearly define all relevant terms, including the parties involved and the nature of the debt [4][5]. - The finance department is tasked with managing and monitoring guarantee contracts, ensuring compliance with approval processes [5][6]. Chapter 5: Risk Management - The company must monitor the financial status of guaranteed parties and take proactive measures to mitigate risks, including timely reporting to the board of directors [5][6]. - If a guaranteed party fails to meet obligations, the company must initiate recovery procedures and inform the board [6]. Chapter 6: Accountability - Directors and senior management are held accountable for any losses incurred due to violations of the guarantee management system [7][8]. - The company must disclose any violations and take corrective actions to protect its interests and those of minority shareholders [8].