广州维力医疗器械股份有限公司 对外担保管理制度 广州维力医疗器械股份有限公司 对外担保管理制度 （2025 年 8 月修订） 第一章 总则 第五条 公司对外担保应当遵循合法、审慎、互利、安全的原则，严格控制担保 风险。 第六条 公司为控股股东、实际控制人及其关联方提供担保的，控股股东、实际 控制人及其关联方应当提供反担保。公司董事会应当建立定期核查制度，每年度对公 司全部担保行为进行核查，核实公司是否存在违规担保行为并及时披露核查结果。 第二章 对外担保的决策权限 第七条 对外担保事项必须由董事会或股东会审议。 第八条 董事会有权对本制度十一条所列情形之外的对外担保事项进行审议批 准。 应由董事会审批的对外担保事项，必须经公司全体董事的过半数同意，并经出席 董事会会议的三分之二以上董事同意并做出决议。 广州维力医疗器械股份有限公司 对外担保管理制度 第一条 为了保护投资者的合法权益，规范广州维力医疗器械股份有限公司（以 下简称"公司"）的对外担保行为，有效防范公司对外担保风险，确保公司资产安全， 根据《中华人民共和国公司法》、中国证监会《上市公司监管指引第 8 号——上市公 司资金往来、对外担保的监管要求》《 ...

苏州和林微纳科技股份有限公司 第一章 总则 第一条 为了规范苏州和林微纳科技股份有限公司（下称"公司"）的对外 担保行为，有效控制公司对外担保风险，保护投资者合法权益，根据《中华人民 共和国公司法》 《中华人民共和国民法典》 《上市公司监管指引第 8 号——上市公 司资金往来、对外担保的监管要求》 《上海证券交易所科创板股票上市规则》 （以 下简称"《上市规则》"）等法律、法规、规范性文件以及《苏州和林微纳科技股 份有限公司章程》（以下简称"《公司章程》"）的规定，特制定本管理制度。 第二条 公司全体董事及高级管理人员应当审慎对待和严格控制对外担保产 生的债务风险。 第三条 本管理制度所称"对外担保"，是指公司为他人提供的担保，包括 公司对控股子公司的担保。 本管理制度所称"公司及其控股子公司的对外担保总额"，是指包括公司对 控股子公司担保在内的公司对外担保总额与公司控股子公司对外担保总额之和。 公司下属子公司对外担保，公司派出董事、监事应参照本管理制度的规定认 真监督管理，执行。 第四条 本管理制度所称控股子公司，是指公司持有其超过50%的股份,或者 能够决定其董事会半数以上成员的当选,或者通过协议或其他安 ...

Core Viewpoint - The company has established a comprehensive system for external guarantees to mitigate risks associated with such guarantees, ensuring compliance with relevant laws and regulations [1][6]. Group 1: Guarantee Principles - The company defines guarantees as responsibilities provided to third parties for their bank debts or other obligations, including various forms such as guarantees, mortgages, or pledges [1]. - All guarantees must be managed uniformly by the company, requiring approval from the board of directors or shareholders as per the company's articles of association [1][3]. - The total amount of external guarantees should not exceed 50% of the latest audited consolidated net assets [1][4]. Group 2: Approval Management - The board of directors must approve any external guarantees, requiring a two-thirds majority of attending directors [3][4]. - Guarantees exceeding certain thresholds, such as 50% of net assets or 30% of total assets, must be submitted for shareholder approval [4][5]. - Shareholders with a conflict of interest must abstain from voting on guarantee matters related to them [3][5]. Group 3: Risk Management - The company must conduct thorough due diligence on the financial and operational status of the parties for whom guarantees are provided [1][4]. - Independent opinions from financial advisors or auditors are required to assess the legality and potential risks of the guarantees [5]. - The company must maintain accurate records and regularly review the status of guarantees to ensure compliance and mitigate risks [5][6]. Group 4: Responsibilities and Accountability - Directors and senior management are held accountable for unauthorized guarantees that result in company losses [6]. - The company must take remedial actions if a guaranteed party fails to meet their obligations [6]. - Any breaches of the guarantee procedures may lead to legal consequences for responsible individuals [6].

对外担保管理制度 此制度经公司 2025 年临时股东大会审议通过 （2025 年 8 月 8 日） 第一章 总则 第一条 为加强长城汽车股份有限公司（以下简称"公司"）风险管理，规范公司对外 担保行为，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、 《中华人民共和国证 长城汽车股份有限公司 券法》（以下简称"《证券法》"）、《中华人民共和国民法典》（以下简称"《民法典》"）、 《上市公司监管指引第 8 号—上市公司资金往来、对外担保的监管要求》、《上海证券交易所 股票上市规则》（以下简称"《上交所上市规则》"）、《香港联合交易所有限公司证券上市规 则》 （以下简称"《联交所上市规则》"）及《上海证券交易所上市公司自律监管指引第 1 号 —规范运作》等有关法律、法规、规章、规范性文件制定本制度。 第二条 本制度所述的"对外担保"是指公司为他人提供的担保，包括公司对其控股子 公司的担保。所称"公司及其控股子公司的对外担保总额"，是指包括公司对控股子公司担保 在内的公司对外担保总额与公司控股子公司对外担保总额之和。 本制度所称"控股子公司"，是指公司持有其 50%以上的股份，或者虽然持有不足 50% 的 ...

Summary of Key Points Core Viewpoint The document outlines the external guarantee management system of Guangdong Jiayuan Technology Co., Ltd., detailing the procedures, responsibilities, and risk management measures associated with providing guarantees to ensure the protection of the company's and shareholders' interests. Group 1: General Provisions - The types of guarantees include general guarantees, joint liability guarantees, mortgages, pledges, and other forms of guarantees [1] - The types of debts covered by guarantees include bank credit limits, bank loans, letters of credit, bank acceptance bills, and bank guarantees [1] Group 2: Examination of Guarantee Objects - The system aims to strengthen the management of external guarantees and control operational risks [3] - External guarantees include those provided to entities within the consolidated financial statements and those outside of it [3][4] - Guarantees provided to subsidiaries are considered external guarantees, and necessary risk prevention measures must be taken [3][4] Group 3: Approval Procedures - The board of directors must verify the credit status of the guaranteed party and conduct annual reviews of all guarantee activities [5][9] - Guarantees exceeding 10% of the latest audited net assets require board and shareholder approval [12] - The company must disclose any guarantees provided, especially if the guaranteed party fails to meet debt obligations [7][36] Group 4: Daily Management of Guarantees - The finance department is responsible for the daily management of external guarantees, ensuring documentation is complete and accurate [25] - The company must monitor the financial status of guaranteed parties and take necessary actions if their financial situation deteriorates [28][30] Group 5: Information Disclosure and Accountability - The company must disclose any violations of the guarantee policy and take corrective actions to minimize losses [39] - The board secretary is responsible for managing the disclosure of guarantee information [35] - Any personnel violating the guarantee policy may face penalties or legal action [42]

General Principles - The external guarantee management system aims to effectively control external guarantee risks and standardize guarantee behavior to protect the legal rights of the company and its shareholders [1][2] - External guarantees refer to the company's provision of guarantees for the debts of third parties, including guarantees for its subsidiaries, and can take forms such as guarantees, mortgages, and pledges [1][2] Guarantee Organization and Responsibilities - The company implements unified management of external guarantees, requiring approval from the board of directors or shareholders for any guarantee contracts [2][3] - The guarantee business management department is responsible for the acceptance, investigation, tracking, analysis, and reporting of external guarantees, ensuring legal compliance [2][3] Guarantee Principles and Scope - The company adheres to principles of prudence and strict control, generally not initiating external guarantees [3][4] - Guarantees are prohibited for entities or individuals that do not meet specific criteria, such as those in financial distress or legal disputes [3][4] Guarantee Application and Evaluation - The guarantee business management department evaluates guarantee applications, requiring comprehensive documentation from the applicant [4][5] - A thorough review process is mandated, including financial assessments and potential audits by internal or external parties [4][5] Approval and Disclosure of Guarantees - Guarantees exceeding certain thresholds, such as 10% of the company's latest audited net assets, require board and shareholder approval [8][9] - The company must disclose guarantee transactions promptly, especially those involving significant amounts or related parties [8][9] Contract Signing and Management - Written contracts are required for all guarantees, detailing the rights, obligations, and liabilities of all parties involved [11][12] - The guarantee business management department must ensure that all contracts comply with legal standards and company policies [11][12] Daily Management of Guarantees - The guarantee business management department maintains accurate records of all guarantees and monitors the repayment status of guaranteed debts [13][14] - Regular assessments of the financial health of guaranteed parties are conducted to mitigate risks [13][14] Accountability and Responsibility - The company enforces strict accountability measures for any failures in the guarantee process, holding responsible parties liable for any losses incurred [15][16] - Shareholders and directors are required to exercise caution and control over external guarantee-related debt risks [15][16]

General Principles - The company establishes a system for external guarantees to protect investor rights and regulate its guarantee behavior according to relevant laws and regulations [1] - The system applies to the company and its wholly-owned and controlling subsidiaries [1] - External guarantees refer to the company providing guarantees for debts owed by third parties, including forms such as guarantees, mortgages, and pledges [1] - The company must adhere to principles of legality, prudence, mutual benefit, and safety in implementing guarantees, with strict control over guarantee risks [1] Approval Authority for External Guarantees - Certain guarantee actions require board approval and must be submitted to the shareholders' meeting for approval, including guarantees exceeding 10% of the latest audited net assets or 50% of total assets [2] - Shareholders with interests in the guarantee must abstain from voting on related proposals [2] - The board must approve guarantees with a majority of directors present, and related directors must recuse themselves from voting [3] Management of External Guarantees - The company can estimate future guarantee amounts for subsidiaries and submit them for shareholder approval if frequent agreements are needed [4] - Guarantees provided to joint ventures or associates must also be estimated and submitted for approval [12] - The finance department is responsible for managing external guarantee matters [17] Qualifications of Guaranteed Parties - Guaranteed parties must have good operational status and corresponding debt repayment capabilities [23] - The board must thoroughly investigate the financial and operational status of guaranteed parties before making decisions [24] Information Disclosure - The company must fulfill information disclosure obligations regarding external guarantees according to stock exchange rules [25] - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [26] Legal Responsibilities - All directors must strictly review external guarantee matters and bear joint liability for any losses from improper guarantees [29] - Individuals without proper authorization cannot sign guarantee contracts, and the company has the right to seek compensation from unauthorized individuals [30] - Violations of the system or relevant laws by the company or its executives may result in penalties from regulatory authorities [31]

Core Points - The article outlines the external guarantee management system of Zhuzhou Oke Yi CNC Precision Tool Co., Ltd, aimed at protecting investors' rights and preventing guarantee risks [1][2][3] Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including those for its subsidiaries, and must adhere to principles of legality, prudence, mutual benefit, and safety [1][2] - The total amount of external guarantees includes those provided by the company and its subsidiaries, and subsidiaries must report guarantee matters to the company five working days in advance [1][2] Group 2: Decision-Making Authority - External guarantee matters must be reviewed and approved by the board of directors or the shareholders' meeting, with specific voting requirements outlined for both [2][3] - Certain guarantees exceeding specified thresholds, such as 50% of the latest audited net assets or 30% of total assets, require shareholder approval [3][4] Group 3: Application and Review Process - The company must conduct a thorough assessment of the credit status of the guaranteed party and evaluate the associated risks before deciding on a guarantee [13][14] - The finance department is responsible for the initial review and daily management of guarantee applications, while the legal department ensures compliance [14][15] Group 4: Daily Management and Risk Control - The company must establish written contracts for guarantees, and the finance department is tasked with ongoing monitoring of the financial status of the guaranteed parties [24][25] - If a guaranteed party fails to fulfill its debt obligations, the company must take necessary remedial actions and initiate recovery procedures [28][29]

General Principles - The company establishes a management system for external guarantees to regulate its guarantee behavior and prevent risks, ensuring asset safety in accordance with relevant laws and regulations [1] - External guarantees refer to the company providing guarantees for debts owed by third parties, including guarantees for its controlling subsidiaries [1] Decision-Making Authority - External guarantee matters must be reviewed by the board of directors or the shareholders' meeting, requiring a majority approval from attending directors and a two-thirds majority for certain cases [2][3] - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total guarantees require shareholders' meeting approval [3] Application and Review Process - The finance department is responsible for receiving and reviewing guarantee applications, which must be submitted at least 30 working days in advance [4][5] - The company must assess the creditworthiness of the guaranteed party and ensure compliance with legal and policy requirements before granting guarantees [4][5] Daily Management of Guarantees - The finance department manages the daily operations of external guarantees, ensuring proper documentation and compliance with approval processes [6][7] - The company must monitor the financial status of guaranteed parties and take necessary actions if their conditions deteriorate [6][7] Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with stock exchange rules and company regulations [8] - Any department involved in guarantee matters must report to the board secretary to ensure timely information disclosure [8] Responsibilities of Related Personnel - The board of directors has the authority to impose penalties on personnel responsible for unauthorized guarantees that harm the company's interests [9][10] - Personnel who engage in fraudulent activities or negligence leading to losses for the company may face disciplinary actions and financial liability [10]

Core Points - The company has established a comprehensive external guarantee management system to regulate its guarantee behavior and control operational risks [1][2][3] - The decision-making bodies for external guarantees are the shareholders' meeting and the board of directors, requiring approval before any guarantees can be provided [1][2][3] - The company must disclose external guarantee matters promptly after board approval, with specific thresholds for shareholder approval based on the amount of the guarantee relative to the company's audited net assets [2][3][4] Summary by Sections General Provisions - The external guarantee refers to the company and its subsidiaries providing guarantees based on the principles of fairness, voluntariness, and mutual benefit [1] - The system is applicable to the company and its controlling subsidiaries [1] Approval Authority for External Guarantees - External guarantees must be approved by the board of directors and disclosed in a timely manner [2] - Specific conditions require shareholder meeting approval, such as guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of the latest audited net assets [2][3] Related Party Guarantees - Guarantees provided to related parties must be approved by a majority of non-related directors and require shareholder meeting approval regardless of the amount [3] - If a related party is involved, they must provide counter-guarantees [3] Guarantee Application and Review Procedures - The investment and financing management department is responsible for receiving and reviewing guarantee applications, ensuring the creditworthiness of the guaranteed party [12][13] - The board secretary must conduct compliance reviews within three working days of receiving the application [15] Guarantee Contracts and Counter-Guarantee Contracts - Written contracts must be established for external guarantees, detailing the rights, obligations, and liabilities of all parties involved [19][20] - The investment and financing management department must manage and maintain all related documentation accurately [9][24] Daily Management and Risk Control of Guarantees - The investment and financing management department is tasked with the daily management of guarantees, including monitoring the financial status of guaranteed parties [25][26] - The company must take prompt action if a guaranteed party fails to meet their debt obligations [27] Disclosure of Guarantee Information - The company is required to disclose external guarantee information in accordance with relevant regulations and company bylaws [28][29] - Timely disclosure is mandated if a guaranteed party defaults or faces insolvency [32] Accountability - Violations of the guarantee management system may result in disciplinary actions against responsible individuals [34][35] - The company holds the right to pursue compensation for losses incurred due to unauthorized guarantees [36][37]