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对外担保管理制度
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华恒生物: 对外担保管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Points - The document outlines the external guarantee management system of Anhui Huaheng Biotechnology Co., Ltd, aiming to standardize external guarantee behavior, control risks, and ensure asset safety [1][2] - The system applies to the company and its subsidiaries, defining external guarantees as the guarantees provided by the company for others, including those for its subsidiaries [1][2] - The company emphasizes the need for legal, prudent, mutual benefit, and safety principles in external guarantees, with strict risk control measures [2][3] Group 1 - External guarantees must be managed uniformly by the company, and subsidiaries cannot provide guarantees without approval [2][3] - Guarantees require the counterpart to provide counter-guarantees, which must be from parties with actual capacity to bear responsibility [2][3] - Any guarantee actions must be approved by the shareholders' meeting or the board of directors [2][3] Group 2 - The company does not proactively provide guarantees; requests must come from the guaranteed enterprises, which should have good operational status and repayment ability [10][11] - The company must analyze the credit status and risks of the guaranteed party before deciding on the guarantee [10][11] - Required documentation for guarantee applications includes basic enterprise information, financial reports, and repayment plans [10][11] Group 3 - The board of directors must thoroughly investigate the operational and credit status of the guaranteed party before approving guarantees [10][11] - The highest decision-making body for external guarantees is the shareholders' meeting, with specific thresholds for approval based on net assets and total assets [10][11] - The shareholders' meeting must approve guarantees exceeding certain limits, such as 10% of the latest audited net assets [10][11] Group 4 - Guarantee contracts must be written and include essential details such as the type and amount of the principal debt [10][11] - The company must manage guarantee contracts and related documents properly, ensuring their completeness and accuracy [10][11] - If a guaranteed party fails to fulfill repayment obligations, the company must prepare to initiate counter-guarantee recovery procedures [10][11] Group 5 - The company is responsible for disclosing external guarantee matters in accordance with regulations after board or shareholder approval [10][11] - Any department or individual involved in external guarantees must report to the board secretary and provide necessary documentation for disclosure [10][11] - Individuals responsible for guarantee matters must adhere to procedures and may face liability for violations [10][11]
永艺股份: 永艺家具股份有限公司对外担保管理制度
Zheng Quan Zhi Xing· 2025-09-01 10:11
Core Points - The article outlines the external guarantee management system of Yongyi Furniture Co., Ltd, aimed at standardizing guarantee behavior and enhancing risk control to protect the company's and investors' legal rights [2][3] - The system defines "external guarantee" as the company providing guarantees for third parties, including subsidiaries, and specifies the forms of guarantees such as guarantees, mortgages, and pledges [2][3] - A multi-layered review system is established for external guarantees, involving the Finance Management Center, the Board of Directors Office, and the Audit Department [3][4] Summary by Sections General Principles - The external guarantee management system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] - External guarantees must be uniformly managed by the company, and subsidiaries are prohibited from providing guarantees without approval [3] Approval Process - Guarantees exceeding 10% of the latest audited net assets require approval from more than half of the directors present at the board meeting [5] - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require submission to the shareholders' meeting for approval [5][6] Daily Management and Risk Control - The Finance Management Center is responsible for the daily management of external guarantees, including the assessment of the credit status of the guaranteed parties [11][12] - Written contracts must be established for guarantees, and the Finance Management Center must maintain accurate records and regularly verify the status of guarantees [17][18] Accountability - In case of violations of the guarantee policy, the company must disclose the violations and take corrective measures to minimize losses [23] - Individuals or departments that fail to follow the established procedures for guarantees may be held accountable for any resulting losses [24]
诺思兰德: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-09-01 10:11
Core Viewpoint - Beijing Northland Biotechnology Co., Ltd. has revised its external guarantee management system to regulate external guarantees, control risks, and ensure asset safety, which will be submitted for shareholder approval [1][2]. Chapter Summaries Chapter 1: General Principles - The purpose of the external guarantee management system is to standardize the company's external guarantee behavior and reduce risks [2]. - External guarantees include those provided to subsidiaries, and the total amount of guarantees must be managed uniformly [2][3]. - Guarantees must adhere to principles of legality, prudence, mutual benefit, and risk control [2]. Chapter 2: Approval Authority for External Guarantees - External guarantees require board approval, with specific cases needing shareholder approval, such as guarantees exceeding 10% of the latest audited net assets [3][4]. - Guarantees for related parties must have reasonable commercial logic and require approval from non-related directors [5]. Chapter 3: Approval Procedures for External Guarantees - Guarantees must be approved by the board or shareholders, and unauthorized signing of guarantee contracts is prohibited [6]. - The board must analyze the debtor's credit status and the risks involved before approving guarantees [10]. Chapter 4: Daily Management of External Guarantees - Written contracts must be established for approved guarantees, detailing the scope and duration of the guarantee [9]. - The company must monitor the financial status of the guaranteed party and report any significant changes to the board [9]. Chapter 5: Information Disclosure of External Guarantees - The company must disclose external guarantees in accordance with legal requirements, including total guarantee amounts and their relation to net assets [10][11]. - Any changes in the guaranteed party's debt repayment status must be reported promptly [11]. Chapter 6: Accountability - Directors must adhere to the management system and bear responsibility for any losses from improper guarantees [10]. - The board must take protective measures if losses occur due to the failure of related parties to repay debts [11].
无锡华东重型机械股份有限公司完善对外担保管理制度,严控担保风险
Jin Rong Jie· 2025-08-30 19:27
Group 1 - The company announced a new external guarantee management system to protect investor interests and control asset operation risks [1] - The system defines external guarantees as any guarantees, mortgages, pledges, or other forms provided by the company or its subsidiaries to third parties [1] - The board of directors and senior management are required to carefully manage and strictly control the debt risks associated with external guarantees [1] Group 2 - The company can provide guarantees for independent legal entities that meet certain conditions, including subsidiaries and joint ventures with strong debt repayment capabilities [1] - Guarantees for other companies require strict adherence to regulations, board or shareholder approval, and the implementation of counter-guarantees [1] - The approval process for guarantees mandates that more than half of the board members must agree, with specific conditions requiring a two-thirds majority [1] Group 3 - The system emphasizes the importance of disclosing guarantee information accurately to auditors and maintaining confidentiality among relevant personnel [2] - The finance department is responsible for managing guarantee contracts and monitoring the financial status of the guaranteed parties [2] - Clear responsibilities are outlined for individuals involved, with penalties for violations of the guarantee management system [2]
京仪装备: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-08-29 16:40
Core Viewpoint - The company establishes a comprehensive system for external guarantees to protect shareholder and investor interests, control asset operation risks, and promote stable development [1]. Group 1: General Principles - The company primarily does not provide guarantees for third parties outside of its controlling subsidiaries, unless approved by authorized company institutions [2]. - All external guarantees must be approved by the board of directors or shareholders' meeting following legal procedures [2]. - The company requires collateral or guarantees from the guaranteed party to mitigate potential risks [2]. Group 2: Guarantee Procedures - The finance department is responsible for reviewing and managing all guarantee applications and ongoing risk control [3]. - Upon receiving a guarantee application, the finance department conducts a credit assessment of the applicant [4]. - Guarantees exceeding 10% of the latest audited net assets or 50% of total external guarantees require shareholder approval [5]. Group 3: Risk Control - The company must adhere to risk control principles during the guarantee process, ensuring strict limits on guarantee responsibilities [8]. - The company is required to monitor the financial status of the guaranteed party and take action if repayment obligations are not met [8][9]. - In case of non-fulfillment of repayment obligations, the company must disclose relevant information within a specified timeframe [9]. Group 4: Compliance and Reporting - The independent directors must provide a special report on the company's guarantee situation in the annual report [2]. - The board of directors is responsible for establishing a regular review system for all guarantee activities [6]. - Any violations of guarantee procedures must be disclosed and rectified promptly to protect the interests of the company and minority shareholders [7].
上海环境: 上海环境集团股份有限公司对外担保管理制度
Zheng Quan Zhi Xing· 2025-08-27 16:41
Core Viewpoint - The document outlines the external guarantee management system of Shanghai Environment Group Co., Ltd., emphasizing the need for internal control, risk prevention, and compliance with relevant laws and regulations. Group 1: General Principles - The external guarantee refers to the company and its subsidiaries providing guarantees, mortgages, pledges, letters of guarantee, etc., using their own assets or credit for other entities [1] - The company must adhere to principles of legality, prudence, mutual benefit, and safety while strictly controlling guarantee risks [1] - The system applies to the company and all subsidiaries, including those with over 50% ownership or actual control [1] Group 2: Responsibilities and Approval - The guarantee management involves a strict approval system with defined responsibilities for various departments, including the finance department for initial review and daily management [2] - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require shareholder approval [2][3] - The board of directors must approve guarantees, with specific conditions for guarantees involving related parties [3][4] Group 3: Guarantee Application Process - Guarantee applications follow a hierarchical reporting process, starting from subsidiaries to the finance department [5] - Required materials for guarantee applications include the guarantee application form, business licenses, financial statements, and relevant contracts [5] - The finance department conducts initial reviews and risk assessments before submitting to the board or shareholders for approval [5][6] Group 4: Execution and Control - The company must maintain a detailed record of external guarantees, including amounts, terms, and collateral [8] - The finance department is responsible for dynamic tracking of the guarantor's financial status and must report any significant issues to management [9] - The audit department oversees the approval and execution of guarantees, ensuring compliance with regulations [10] Group 5: Information Disclosure - The company must fulfill its information disclosure obligations regarding external guarantees as per relevant regulations [10] - The independent directors are required to provide special reports on the status of guarantees in the annual report [10][11] - The board office is responsible for managing the information disclosure related to external guarantees [10]
佰仁医疗: 佰仁医疗对外担保管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-27 14:02
Core Viewpoint - The article outlines the external guarantee management system of Beijing Bairen Medical Technology Co., Ltd., emphasizing the protection of investors' rights and the company's asset security while adhering to relevant laws and regulations. Group 1: General Principles - The company aims to protect investors' rights and ensure asset security through a structured guarantee management system [1] - Guarantees must follow principles of equality, voluntariness, fairness, integrity, and mutual benefit [2] - The company has the right to refuse guarantees that are forced upon it by any individual or entity [2] Group 2: Guarantee Approval Management - All guarantees must be managed uniformly by the company and require approval from the board of directors or shareholders [6] - The board of directors must analyze the creditworthiness of the debtor and the associated risks before providing guarantees [9] - Guarantees exceeding 10% of the company's latest audited net assets must be submitted for shareholder approval [12] Group 3: Risk Management and Responsibilities - The company must establish written contracts for all guarantees, ensuring compliance with legal regulations [18] - The finance department is responsible for daily management of guarantees and must track the performance of guarantee contracts [21] - Any failure by the debtor to fulfill repayment obligations must be reported promptly [15] Group 4: Related Personnel Responsibilities - The board of directors and finance department are responsible for managing guarantee activities and must report any irregularities [28] - Individuals who violate the guarantee management system may face legal consequences and penalties [34] - The company must initiate recovery procedures if the debtor defaults on obligations [27]
浙海德曼: 浙海德曼对外担保管理制度(202508)
Zheng Quan Zhi Xing· 2025-08-26 16:24
Core Points - The article outlines the external guarantee management system of Zhejiang Haideman Intelligent Equipment Co., Ltd, aiming to standardize external guarantee behavior and prevent risks [2][3][4] Group 1: General Provisions - The management measures are established to ensure asset safety and promote stable development in accordance with relevant laws and regulations [2] - External guarantees include guarantees, mortgages, or pledges provided by the company on behalf of others, including those for subsidiaries [2][3] Group 2: Conditions for External Guarantees - The company can provide guarantees to entities with independent legal status that meet specific conditions, such as having important business relationships with the company or being subsidiaries [5][6] - Guarantees can also be provided to non-related parties if deemed necessary by the board of directors with a two-thirds majority approval [3][5] Group 3: Approval Procedures - The board of directors must assess the credit status of the guarantee applicant and analyze the associated risks before approval [7][8] - The application for guarantees must include comprehensive documentation, including business licenses and financial statements [7][8] Group 4: Management of External Guarantees - The finance department is responsible for the daily management of external guarantees, including record-keeping and ensuring compliance with approval processes [20][21] - Any guarantees exceeding certain thresholds, such as 50% of the latest audited net assets, require shareholder approval [6][11] Group 5: Risk Management - The finance department must promptly inform the board if a guaranteed party fails to meet repayment obligations or faces bankruptcy [23][24] - Measures must be taken to recover any losses incurred due to defaults by guaranteed parties [26][27] Group 6: Accountability - Directors and senior management are prohibited from approving guarantees outside the established procedures, and violations may lead to legal accountability [28][29]
麦澜德: 《对外担保管理制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 13:13
Core Points - The document outlines the external guarantee management system of Nanjing Mylande Medical Technology Co., Ltd, aiming to standardize external guarantee behavior, control risks, and protect the rights of stakeholders [2][3] General Principles - The system is established based on various laws and regulations, including the Civil Code of the People's Republic of China and the Company Law [2] - External guarantees refer to the guarantees provided by the company for others, including guarantees for its subsidiaries [2] Approval Authority for External Guarantees - Certain guarantee matters must be approved by the shareholders' meeting, including guarantees exceeding 10% of the latest audited net assets and total guarantees exceeding 50% of the latest audited net assets [5][6] - Guarantees for entities with an asset-liability ratio over 70% also require shareholder approval [5] External Guarantee Approval Process - The finance department is responsible for the main tasks related to external guarantees, including credit analysis and risk assessment [8] - Legal advisors may be engaged to assist in the approval process and to handle any legal disputes arising from guarantees [8] Management of Guarantee Contracts - Written contracts must be established for approved guarantee projects, clearly defining the scope and duration of the guarantee [17] - The company must continuously monitor the financial status and operational conditions of the guaranteed entities [17] Information Disclosure - The company is required to disclose guarantee matters in accordance with relevant regulations and must announce decisions made by the board or shareholders promptly [21][22] - Timely disclosure is also required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [23] Accountability - Directors and senior management who violate the approval process for guarantees may be held liable for damages caused to the company [25] - All directors must carefully manage and control the risks associated with external guarantees [26]
双枪科技: 对外担保管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:59
第一章 总则 第一条 为维护公司股东和投资者的利益,规范公司的对外担保行为,控制公司资产运营 风险,促进公司健康稳定地发展,根据《中华人民共和国公司法》《中华人民共和国民法典》 《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等相关法律、 法规、规范性文件以及《双枪科技股份有限公司章程》(以下简称"《公司章程》")的有 关规定,特制定本制度。 第二条 本制度适用于公司为他人提供下列担保的行为:被担保企业因向金融机构贷款、 票据贴现、融资租赁等原因向公司申请为其提供担保,其中包括本公司对控股子公司、参股 子公司的担保。 第三条 公司制定本制度的目的是强化公司内部监控,完善对公司担保事项的事前评估、 事中监控、事后追偿与处置机制,尽可能地防范因被担保人财务状况恶化等原因给公司造成 的潜在偿债风险,合理避免和减少可能发生的损失。 第四条 公司对外提供担保,应根据《中华人民共和国证券法》《深圳证券交易所股票上 市规则》以及中国证监会的有关规定披露有关信息。 第二章 对外提供担保的基本原则 第五条 公司原则上不对除公司控股子公司以外的第三人提供担保,但经本制度规定的公 司有权机构审查和批准,公司 ...