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对外担保管理
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东利机械: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:13
Core Viewpoint - The document outlines the external guarantee management system of Baoding Dongli Machinery Manufacturing Co., Ltd, aiming to regulate external guarantee behaviors, control operational risks, and comply with relevant laws and regulations [1][2]. Summary by Sections General Principles - The external guarantee refers to the company providing guarantees for debts owed by third parties, including forms such as guarantees, mortgages, and pledges [1]. - The decision-making bodies for external guarantees are the shareholders' meeting and the board of directors, requiring approval for all external guarantee actions [2]. Regulations for External Guarantees - External guarantees must undergo a multi-layered review process involving the finance director and relevant departments for initial review and daily management [2]. - Subsidiaries are prohibited from providing external guarantees without company approval, and must notify the company of any decisions made by their own boards [2][3]. - Guarantees must require counter-guarantees from the other party, with assets such as land and property, and must comply with legal registration requirements [2]. Approval Process - Certain guarantees require board approval and subsequent shareholder meeting approval if they exceed specific thresholds, such as 10% of the latest audited net assets for a single guarantee or 50% for total guarantees [3][4]. - The board must approve guarantees involving related parties, and shareholders with conflicts of interest must abstain from voting [4][5]. Application and Review Procedures - The finance department is responsible for receiving and reviewing guarantee applications, which must include detailed financial and operational information about the applicant [8][10]. - The board of directors must carefully assess the risks associated with guarantees and may seek external evaluations if necessary [10]. Daily Management and Risk Control - Written contracts must be established for all guarantees, and the finance department is responsible for ongoing management and monitoring of the financial health of the guaranteed parties [10][11]. - Any significant adverse changes in the financial situation of the guaranteed party must be reported to the board promptly [10]. Legal Responsibilities - All directors are required to adhere to the established procedures for reviewing guarantees and may be held liable for any losses resulting from violations [11][12]. - The document stipulates that any unapproved guarantees or breaches of duty by management will lead to accountability for the responsible parties [12].
华之杰: 对外担保管理办法
Zheng Quan Zhi Xing· 2025-07-16 11:10
Core Viewpoint - The document outlines the external guarantee management measures of Suzhou Huazhi Jie Telecommunications Co., Ltd., aiming to strengthen the management of external guarantees, standardize guarantee behavior, control and reduce guarantee risks, and ensure asset safety [1]. Group 1: General Principles - The external guarantee refers to the company providing guarantees, asset pledges, and other forms of guarantees for other units or individuals, including guarantees for controlling subsidiaries [1][2]. - The company must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit when providing guarantees [1][2]. Group 2: Approval Procedures - External guarantees are subject to unified management, requiring board or shareholder approval before any contracts can be signed [2][3]. - The highest authority for external guarantees is the shareholder meeting, and controlling shareholders or related parties cannot force the company to provide guarantees [2][3]. Group 3: Specific Approval Requirements - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require shareholder approval [3][4]. - Guarantees for shareholders or related parties must be approved by other shareholders, excluding the related party from voting [4]. Group 4: Daily Management and Risk Control - The finance department is responsible for credit investigations, handling guarantee procedures, and monitoring the financial status of the guaranteed parties [8][26]. - The company must continuously monitor the financial condition and debt repayment ability of the guaranteed parties and take necessary measures if issues arise [26]. Group 5: Information Disclosure - The company must fulfill information disclosure obligations according to relevant laws and regulations, including timely disclosures of guarantees that meet disclosure standards [28][30]. - Any violations of guarantee procedures must be disclosed, and corrective measures should be taken to minimize losses [31]. Group 6: Legal Responsibilities - If relevant personnel fail to follow procedures and cause losses, the company will hold them accountable and may impose penalties [32]. - The board must take protective measures to recover losses from debts formed by controlling shareholders or related parties [33].
四川川润股份有限公司发布对外担保管理办法,明确多种担保相关规定
Jin Rong Jie· 2025-07-15 11:54
对外担保由公司统一管理,子公司未经公司批准不得对外或相互提供担保。除特定业务需要的互保单位 外,公司一般不为子公司以外单位提供担保,且不为个人提供担保。公司的担保行为必须经董事会或股 东会会议审议,不同情形下有不同的审议要求。如担保总额超过最近一期经审计净资产的50%以后的担 保等七种情形须经股东会审批,股东会审议其中部分担保事项时需满足特定表决权要求。 在担保的批准及信息披露方面,子公司需向公司提出担保申请,经财经中心审核、总经理办公会审批后 提交董事会或股东会审议。董事会或股东会做出担保决定前,相关人员不得在主合同中以保证人身份签 字或盖章。独立董事需关注公司担保情况,被担保人出现相关问题时公司应及时披露信息。 担保合同的审查和订立方面,经董事会或股东会表决通过方可订立,签订人需持有相关决议及授权委托 书,不得越权签订,且要对合同内容审查。同时,公司签订担保合同时需签反担保合同并办理相关登记 或公证手续。 7月15日,四川川润股份有限公司发布公告,公布其对外担保管理办法。 此外,办法还对担保风险管理、相关人员责任等进行了详细规定,明确了公司各部门在担保过程中的职 责,以及对违规人员的责任追究等内容。此管理 ...
江苏中超控股股份有限公司发布对外担保管理办法,明确多项担保细则
Jin Rong Jie· 2025-07-14 14:16
Core Viewpoint - Jiangsu Zhongchao Holdings Co., Ltd. has announced a management approach for external guarantees aimed at standardizing guarantee behavior, effectively controlling guarantee risks, and protecting investors' legal rights [1][2] Group 1: Management Approach - The management approach is based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Civil Code [1] - The definition of external guarantees includes various forms such as guarantees, mortgages, or pledges provided by the company (including consolidated subsidiaries) on behalf of third parties [1] - The company will adhere to principles of legality, prudence, mutual benefit, and safety in its external guarantee practices [1] Group 2: Approval and Review Process - External guarantees require verification of the creditworthiness of the guaranteed party, with the responsible personnel conducting investigations and reporting findings [1][2] - Approval for guarantees must be passed by more than half of the board of directors and requires a two-thirds majority of attending directors for resolutions [1][2] - In specific situations, certain guarantees must also be submitted for shareholder meeting approval, requiring a two-thirds majority of voting rights [2] Group 3: Risk Control Measures - For guarantees provided to controlling subsidiaries or joint ventures, other shareholders must provide equivalent guarantees based on their investment ratios [2] - Special review procedures are in place for guarantees to related parties, which must include counter-guarantees [2] - The investment and financing management department is responsible for managing guarantee risks and must report potential risks promptly [2] Group 4: Contractual and Compliance Requirements - Guarantee contracts must be in writing and signed by the legal representative or authorized personnel after approval [2] - Non-bank format guarantee contracts require legal review or an opinion letter [2] - The management approach emphasizes strict adherence to the established system, with accountability for violations [2]
万邦达: 对外担保管理办法(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 12:12
Core Points - The management measures for external guarantees aim to protect investors' rights and ensure the financial safety of Beijing Wanbangda Environmental Technology Co., Ltd. [2][3] - The measures are established in accordance with relevant laws and regulations, including the Company Law and the Guarantee Law of the People's Republic of China [2][3][4] Group 1: General Principles - The management measures apply to the external guarantee behaviors of the company and its subsidiaries [2][3] - External guarantees must be uniformly managed, and no guarantees can be provided without the approval of the board of directors or shareholders [2][3][4] - External guarantees include various forms such as loan guarantees, letters of credit, and commercial bills [2][3] Group 2: Guarantee Conditions - The company can provide guarantees for independent legal entities that meet specific conditions, such as mutual guarantee units and units with important business relationships [5][6] - The board of directors must analyze the credit status of the debtor and the risks and benefits of the guarantee before approval [5][6][7] Group 3: Approval and Disclosure - Guarantees exceeding 10% of the company's latest audited net assets require board approval and must be submitted to the shareholders' meeting [8][9] - The company must disclose information regarding approved guarantees in accordance with the Securities Law and relevant regulations [9][10] Group 4: Risk Management - The financial department is responsible for reviewing guarantee applications and conducting credit analysis and risk assessments [11][12] - The company must track the financial status of the guaranteed party and take action if repayment obligations are not met [11][12][13] Group 5: Contractual Obligations - Guarantee contracts must be in writing and comply with legal standards, with clear terms regarding the guaranteed debt [14][15] - The company must maintain proper documentation and manage guarantee contracts according to internal regulations [15][16] Group 6: Penalties - Directors must exercise caution and control over the risks associated with external guarantees, and those who violate regulations may face legal consequences [17][18] - Responsibility for unauthorized guarantees that result in losses will be pursued against the responsible individuals [17][18]
通宝能源: 山西通宝能源股份有限公司对外担保管理办法
Zheng Quan Zhi Xing· 2025-07-11 16:13
Core Viewpoint - The document outlines the company's external guarantee management system, aiming to standardize guarantee behavior, protect shareholder rights, and mitigate guarantee risks [1]. Group 1: General Provisions - The external guarantee refers to the company and its subsidiaries providing guarantees, pledges, or collateral for third-party debts, excluding certain forms of guarantees like deposits [1][2]. - The management of external guarantees applies to the company and its subsidiaries [1]. Group 2: Management Responsibilities - The Finance Management Department is responsible for the unified management of external guarantees, including formulating management measures and supervising subsidiary activities [2]. Group 3: Guarantee Scope, Limits, and Requirements - The guarantee scope includes full guarantees for wholly-owned subsidiaries and proportional guarantees for controlling and affiliated companies [2]. - The total guarantee amount should not exceed 70% of the company's audited net assets from the previous year, and guarantees for a single entity should not exceed 20% [2][3]. - Guarantees can be provided in various forms, including guarantees, pledges, and mortgages [2]. Group 4: Approval Procedures - External guarantees must be approved by the board of directors or shareholders' meeting, with specific thresholds for different types of guarantees [6][7]. - The approval process includes submitting a guarantee application three months in advance, detailing the borrowing purpose, amount, and repayment ability [6]. Group 5: Counter-Guarantee Management - When providing guarantees, the company requires counter-guarantees from the guaranteed party, which must be legally valid and clearly defined [8][9]. Group 6: Guarantee Contract Management - All external guarantees must be formalized in written contracts that comply with legal requirements, detailing the obligations and rights of all parties involved [10][11]. Group 7: External Guarantee Management - Subsidiaries must adhere to the company's guarantee management requirements and cannot issue guarantees without approval [10]. - The Finance Management Department must maintain a detailed record of all guarantees, including amounts, terms, and collateral [10]. Group 8: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations, including total guarantee amounts and their relation to net assets [12][13]. Group 9: Legal Responsibilities - The company implements a responsibility accountability system for guarantee business, ensuring that any significant decision-making errors or management failures are addressed [13].
安通控股: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-11 15:18
Core Points - The article outlines the regulations and procedures for external guarantees provided by Antong Holdings Co., Ltd to protect investors' rights and prevent risks associated with external guarantees [1][2][3] Group 1: General Provisions - The company establishes a system for external guarantees to protect investors and comply with relevant laws and regulations [1] - External guarantees include guarantees provided to subsidiaries and can take various forms such as mortgages, pledges, and guarantees [1] Group 2: Management of External Guarantees - External guarantees must be uniformly managed, requiring board or shareholder approval before any guarantees can be provided [2] - The company must conduct due diligence on the creditworthiness of the guaranteed party before providing guarantees [5][6] Group 3: Approval Procedures - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total external guarantees require shareholder approval [3][4] - The board must review and approve any guarantees before they are submitted to the shareholders for approval [10] Group 4: Risk Management - The financial center is responsible for ongoing monitoring and risk control of guaranteed parties [8][9] - If a guaranteed party fails to meet its obligations, the company must initiate recovery procedures promptly [9][10] Group 5: Responsibilities and Accountability - Violations of the guarantee procedures may result in disciplinary actions against responsible individuals [33][34] - The company must ensure that all guarantee contracts are documented and comply with legal requirements [19][20]
赛微微电: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-11 14:08
Core Points - The document outlines the external guarantee management system of Guangdong Saiwei Microelectronics Co., Ltd, aiming to regulate external guarantees, mitigate risks, and protect stakeholders' interests [1][2][3] Group 1: Guarantee Principles - The company defines guarantees as responsibilities provided for others' bank debts or other debts, 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 company must adhere to principles of legality, prudence, mutual benefit, and safety when providing external guarantees [1] Group 2: Guarantee Approval Management - The board of directors must analyze the creditor's credit status and the associated risks before approving any external guarantees [10] - Specific conditions under which the company should not provide guarantees include financial instability, previous defaults, and lack of effective collateral [12][13] - Guarantees exceeding 10% of the latest audited net assets or 30% of total assets require shareholder approval [15][6] Group 3: Risk Management - The audit committee is responsible for monitoring guarantee activities and ensuring compliance with internal controls [16] - If a guaranteed party fails to meet repayment obligations, the company must promptly assess the situation and take necessary actions [25][9] - The company should require counter-guarantees and ensure that all contracts comply with legal standards [19][20] Group 4: Information Disclosure - The company must disclose guarantee information in accordance with relevant regulations, ensuring timely communication of any significant changes [30][31] - The board secretary is responsible for managing the disclosure of guarantee-related information [29] Group 5: Accountability - Directors and senior management are held accountable for unauthorized guarantees that result in company losses [33] - Individuals who fail to fulfill their responsibilities or violate regulations may face legal consequences [34][35]
达利凯普: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-10 12:10
Core Viewpoint - The article outlines the external guarantee management system of Dalian Dali Kape Technology Co., Ltd., emphasizing the need for strict control over debt risks associated with external guarantees to promote healthy and stable company development [1][2]. Chapter Summaries Chapter 1: General Provisions - The system is established to regulate the company's external guarantee behavior and control asset operation risks [1]. - External guarantees refer to guarantees provided by the company for others, including subsidiaries [1]. - All directors and senior management must prudently manage and strictly control the debt risks arising from external guarantees [1]. Chapter 2: Approval Authority - Any external guarantee must be approved by more than two-thirds of the attending directors at a board meeting [2]. - Certain guarantees require shareholder meeting approval, including those exceeding 10% of the latest audited net assets or 50% of total assets [2]. - Guarantees for shareholders or related parties must exclude the participation of the concerned shareholder in the voting process [2]. Chapter 3: Objects and Procedures - The guaranteed party must have normal operations and financial conditions without significant risks [3]. - The company’s financial department is responsible for conducting a thorough credit assessment of the guaranteed party [3][4]. Chapter 4: Counter-Guarantee - The company must require a counter-guarantee from the guaranteed party, which must be recognized by the board [5][6]. - The counter-guarantee must correspond to the amount of the guarantee provided [5]. Chapter 5: Risk Management - The company must monitor the financial and operational status of the guaranteed party during the guarantee period [6]. - If the guaranteed party fails to perform, the company should initiate counter-guarantee recovery procedures immediately [6][7]. Chapter 6: Supplementary Provisions - The provisions of this system must align with national laws and the company’s articles of association [8]. - The system is effective upon approval by the shareholder meeting and is interpreted by the board of directors [8].
*ST星光: 对外担保管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-09 16:25
Core Points - The document outlines the external guarantee management system of Guangdong Star Development Co., Ltd, aiming to protect investors' rights and prevent risks associated with external guarantees [2][3] - The system requires approval from two-thirds of the board of directors or the shareholders' meeting for external guarantees, emphasizing the need for risk assessment and information disclosure [3][4] - The company must ensure that any external guarantees are backed by sufficient collateral and that the counterparties have the ability to fulfill their obligations [3][9] Chapter Summaries Chapter 1: General Principles - The external guarantee refers to the company providing guarantees for others, including subsidiaries [2] - The company must adhere to legal and regulatory requirements, including the Company Law and relevant stock exchange rules [2][3] Chapter 2: Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific criteria, such as having strong repayment capabilities [9][10] - Guarantees can be provided even if the entity does not meet the criteria, provided there is a two-thirds majority approval from the board or shareholders [10] Chapter 3: Approval Procedures for Guarantees - External guarantees must be approved by the board of directors or shareholders, with specific thresholds for when shareholder approval is required [16][17] - The board must conduct thorough assessments of the creditworthiness of the guarantee applicants before approval [11][12] Chapter 4: Management of External Guarantees - The finance department is responsible for managing guarantees, including conducting credit investigations and ensuring compliance with approval processes [28][29] - Legal personnel must review all related documents and handle any legal disputes arising from guarantees [30][31] Chapter 5: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with regulatory requirements [40][41] - Any significant changes in the repayment status of guaranteed entities must be reported promptly [42][43] Chapter 6: Responsibilities of Related Personnel - The company holds personnel accountable for any breaches of the guarantee management system, with potential disciplinary actions for violations [44][45] - Individuals who fail to perform their duties, resulting in losses to the company, may face penalties [46][47] Chapter 7: Supplementary Provisions - The document specifies that any terms not covered will be governed by relevant laws and regulations [50][51] - The board of directors is responsible for interpreting and amending the management system [52]