敏芯股份: 苏州敏芯微电子技术股份有限公司对外担保管理制度

Core Points - The article outlines the external guarantee management system of Suzhou Minxin Microelectronics Technology Co., Ltd, aiming to standardize external guarantee behavior, prevent risks, and protect investor rights [1][12] - The system is based on relevant laws and regulations, including the Company Law and the Civil Code of the People's Republic of China [1] Group 1: General Provisions - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its subsidiaries [1][2] - External guarantees are subject to unified management, requiring approval from the board of directors or shareholders' meeting [1][3] Group 2: Guarantee Objects - The company can provide guarantees only for independent legal entities that meet specific conditions, such as having a significant business relationship with the company [2][6] - Guarantees are limited to domestic bank loans and commercial acceptance bills [2][8] Group 3: Application and Review - The finance department and securities affairs department are responsible for the external guarantee application process [3][10] - The applicant must submit a guarantee application at least 15 working days in advance, including details about the debtor and the guarantee [3][4] Group 4: Approval Authority and Procedures - Guarantees exceeding certain thresholds, such as total guarantees exceeding 30% of the latest audited total assets, require shareholder approval [5][16] - The board of directors must review and approve guarantees before they are submitted to the shareholders' meeting [5][16] Group 5: Contract Review and Signing - Written guarantee contracts must be established, and the finance department must review the contract terms [7][24] - The chairman or authorized person represents the company in signing guarantee contracts [7][26] Group 6: Daily Risk Management - The finance department must monitor the financial status of the guaranteed party and report any anomalies [8][30] - Measures must be taken to ensure the guaranteed party meets repayment obligations [8][32] Group 7: Responsibilities of Personnel - All directors must strictly review financing and external guarantee matters according to the system and relevant laws [10][36] - Management personnel who exceed their authority in approving contracts may be held legally responsible for any resulting losses [10][37]