对外担保管理
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英科医疗: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-08 16:12
英科医疗科技股份有限公司 第一章 总 则 第一条 为了规范英科医疗科技股份有限公司(以下简称"公司")对外担 保行为,防范对外担保风险,根据《中华人民共和国公司法》(以下简称《公司 法》)《中华人民共和国民法典》《深圳证券交易所创业板股票上市规则》《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》等法律法 规、部门规章、规范性文件以及《英科医疗科技股份有限公司章程》(以下简称 《公司章程》)的有关规定,结合公司的实际情况,制定本制度。 第二条 本制度所称"对外担保"是指公司为他人提供保证、抵押、质押或 其他形式的担保,即公司与债权人约定,当债务人不履行债务时,公司作为保证 人按照约定履行债务或承担责任。 第三条 本制度所称"对外担保"包括公司对控股子公司的担保。 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控股子公司对外担保总额之和。 第四条 公司对外担保必须经董事会或者股东会审议,审议后需及时对外披 露。 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。公司有权拒绝任何强令其为他人提供担保的行为。 第六条 公司对外担 ...
ST华鹏: 山东华鹏对外担保管理制度(2025年修订)
Zheng Quan Zhi Xing· 2025-07-07 16:24
General Principles - The external guarantee management system of Shandong Huapeng Glass Co., Ltd. aims to standardize external guarantee behavior, protect investors' rights, prevent risks, and ensure asset safety [1][2] - The system applies to the company and its subsidiaries, defining external guarantees as guarantees, mortgages, or pledges provided by the company using its own assets or credit [1][2] Guarantee Principles and Conditions - External guarantees must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit, with strict risk control [2] - The company can only provide guarantees to entities meeting specific conditions, including those with important business relationships or subsidiaries, and must not guarantee for any illegal entities or individuals [2][3] Approval Authority - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require shareholder approval after board review [3][4] - Guarantees for related parties must be approved by a majority of non-related directors and shareholders, ensuring transparency and accountability [4][5] Internal Control Procedures - The company must conduct thorough assessments of the credit status of guarantee applicants and analyze the associated risks before approval [6][7] - A detailed internal control process is established, including application acceptance, investigation, risk assessment, and contract signing [7][8] Information Disclosure - The company is obligated to disclose external guarantee information in accordance with relevant regulations, including total guarantee amounts and their proportions relative to net assets [10][11] - Timely disclosure is required if the guarantee applicant fails to meet repayment obligations or faces bankruptcy [11][12] Violations and Responsibilities - The company will impose penalties on individuals who violate guarantee procedures or cause losses due to negligence [12][12] - All directors are responsible for carefully reviewing guarantee matters and may face joint liability for any resulting losses [12][12]
奥比中光: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-07 16:13
Core Viewpoint - The company has established a comprehensive system for external guarantees to protect investor rights, ensure asset safety, and mitigate operational risks [1][2]. Group 1: General Provisions - The system defines "external guarantees" as the company providing guarantees, mortgages, pledges, and other forms of security for third parties, including subsidiaries [1]. - The system applies to the company and its controlling subsidiaries, which are defined as entities where the company holds more than 50% of the shares or can control the board [1][2]. - All directors and senior management must exercise caution regarding external guarantees to control potential risks [1]. Group 2: Principles and Approval Process - External guarantees must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit [2]. - Any external guarantee requires approval from the board of directors or shareholders' meeting, and the company cannot provide guarantees without such approval [2][6]. - The financial department is responsible for managing external guarantees and must track and supervise the guaranteed parties [2][8]. Group 3: Review and Risk Management - The company does not proactively provide guarantees; requests must come from the guaranteed entity, which must demonstrate good operational status and repayment ability [9]. - The financial department must assess the credit status and risks associated with the guarantee applicant before approval [10][11]. - Contracts for approved guarantees must be in writing and include specific terms regarding the creditor, debtor, and obligations [17][18]. Group 4: Responsibilities and Penalties - The company must report all external guarantee matters to the auditors accurately [28]. - Individuals responsible for failing to perform their duties or exceeding their authority in signing guarantee contracts may face penalties or disciplinary actions [29]. - If criminal laws are violated, the company will refer the matter to judicial authorities for prosecution [30].
运达科技: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-07 13:11
General Principles - The purpose of the system is to protect investors' rights, regulate external guarantee behaviors, and effectively prevent risks associated with external guarantees [1] - External guarantees refer to the company providing guarantees, mortgages, or pledges for others, including guarantees for its controlling subsidiaries [1][2] - The system applies to the company and its controlling subsidiaries [1] Examination of Guaranteed Objects - The company can provide guarantees to entities or individuals with independent legal status that meet specific conditions, such as having strong debt repayment capabilities [2] - If an applicant does not meet the specified conditions but is deemed necessary for business development, guarantees can be provided with the approval of two-thirds of the board members or the shareholders' meeting [2][3] - The board must analyze the debtor's credit status and the risks and benefits of the guarantee before making a decision [3][4] Approval Procedures for External Guarantees - External guarantees must be approved by the board or shareholders' meeting [5] - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require shareholders' approval [4][5] - The board must review the guarantee matters, requiring a majority of directors present to agree [5][6] Management of External Guarantees - The financial department is responsible for conducting credit investigations, handling guarantee procedures, and monitoring the guaranteed entities [6][7] - Legal advisors assist in the credit investigation and review all documents related to guarantees [7] - The company must manage guarantee contracts and related documents properly, ensuring their completeness and accuracy [7][8] Information Disclosure of External Guarantees - The company must disclose external guarantee situations according to relevant laws and regulations [9] - Disclosure includes the total amount of guarantees and their proportion to the latest audited net assets [9][10] - Timely disclosure is required if the guaranteed entity fails to fulfill repayment obligations or faces bankruptcy [10] Responsibilities of Responsible Parties - The company must strictly adhere to the system when providing guarantees, with penalties for violations based on the severity of the situation [10][11] - Individuals who exceed their authority in signing guarantee contracts will be held accountable [10] - The company will take administrative actions against those who cause losses by violating laws or the system [10][11]
科思科技: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-01 16:41
General Principles - The company establishes a management system to regulate external guarantee behavior, control risks, and protect investor rights and financial security [1] - All directors and senior management must prudently manage and strictly control the debt risks arising from external guarantees [1] Definition and Scope - "External guarantee" refers to the company providing guarantees, mortgages, or pledges for others, including guarantees for controlling subsidiaries [1] - The total amount of external guarantees includes those provided by the company and its controlling subsidiaries [1] Prohibition and Principles - The company cannot use its assets to guarantee the debts of shareholders, their controlling subsidiaries, or affiliated enterprises [1] - External guarantees must adhere to principles of legality, equality, voluntariness, fairness, integrity, mutual benefit, safety, and prudence [1] Management and Approval Process - External guarantees are managed uniformly by the company, and no one can sign guarantee contracts without following the prescribed procedures [2] - Guarantees must require the guarantee party to provide counter-guarantees with actual capacity to bear [2] Examination of Guarantee Objects - The company can provide guarantees to entities with independent legal status and strong debt repayment ability under certain conditions [11] - The board must analyze the credit status and risks of the debtor before deciding on guarantees [12] Documentation and Investigation - The company must investigate the credit status of the guarantee objects and require them to provide necessary documentation [3][4] - The responsible department must ensure the authenticity of the main contract and prevent fraudulent activities [5] Risk Assessment and Monitoring - The board must thoroughly review the financial status, operational conditions, and credit situation of the guarantee objects [6] - The financial department is responsible for monitoring the guarantee process and ensuring compliance with internal regulations [9][10] Responsibilities and Liabilities - The company must take necessary measures to recover debts if the guaranteed party fails to fulfill obligations [11][12] - Directors and relevant personnel must bear joint liability for losses caused by improper guarantees [12][13]
福莱新材: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-01 16:30
浙江福莱新材料股份有限公司 第一章 总则 第一条 为加浙江福莱新材料股份有限公司(以下简称"公司")对外担保 管理,规范公司担保行为,控制经营风险,根据《中华人民共和国公司法》(以 下简称"《公司法》")、《中华人民共和国证券法》(以下简称"《证券法》")、《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》 《上海证券交易所股票上市规则》等法律、法规和规范性文件, 以及《浙江福莱新材料股份有限公司章程》 (以下简称"公司章程")的有关规定, 并结合本公司的实际情况,制定本制度。 第二条 本制度所称担保是指公司对子公司、子公司对公司及各子公司相互 之间、公司及子公司为第三方提供的保证、抵押、质押及其他方式的担保。具体 种类包括但不限于银行授信额度、借款担保、信用证、银行承兑汇票及开具保函 等。 第三条 本制度适用于公司及控股子公司,控股子公司对于向公司合并报表 范围之外的主体提供担保的,应视同公司提供担保,按照本制度执行。 第四条 以公司或控股子公司名义进行的所有担保,均由公司统一管理,未 按照《公司章程》的规定经由公司董事会或股东会批准,公司不得对外提供担保。 第 ...
金逸影视: 对外担保管理制度修正案
Zheng Quan Zhi Xing· 2025-06-30 16:45
Core Viewpoint - The company is revising its external guarantee management system to strictly control debt risks associated with external guarantees, ensuring the protection of the company, shareholders, and other stakeholders' legal rights [1][2]. Summary by Sections Revision Overview - The revision of the external guarantee management system is based on various laws and regulations, including the Company Law, Securities Law, and relevant guidelines from the Shenzhen Stock Exchange [1][2]. Definitions and Scope - The term "external guarantee" refers to the total amount of guarantees provided by the listed company and its controlling subsidiaries [3]. - The management system aims to ensure compliance with legal requirements and to prioritize the control of debt risks [4]. Guarantee Requirements - The company must require counterparties to provide counter-guarantees, ensuring that the counter-guarantee provider has the actual capacity to bear the obligations [4][6]. - Independent directors and financial advisors are required to express independent opinions on guarantee matters during board meetings [4]. Approval Process - The board must approve guarantee matters with a two-thirds majority of attending directors, and certain guarantees must also be submitted for shareholder approval [4][5]. - Specific thresholds for guarantees requiring shareholder approval include guarantees exceeding 50% of the latest audited net assets or total assets [4]. Documentation and Compliance - Guarantee applications must be submitted at least fifteen working days in advance, including detailed information about the guarantor and the main debt [6]. - Written contracts for guarantees must comply with legal standards, and significant contracts should be reviewed by legal advisors [6][7]. Additional Changes - The revision includes changes in terminology, such as replacing "shareholders' meeting" with "shareholders' assembly" and standardizing the use of "or" [7].
*ST长药: 对外担保管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-26 16:44
长江医药控股股份有限公司 对外担保管理制度 第一章 总 则 第一条 为了规范长江医药控股股份有限公司(以下简称"公司")的对外担保行为, 有效控制担保风险,保护股东和其他利益相关者的合法权益,根据《中华人民共和国 公司法》 (以下简称《公司法》)、 《中华人民共和国证券法》 (以下简称《证券法》)、《深 圳证券交易所创业板股票上市规则》(以下简称《上市规则》)、《深圳证券交易所 上市公司自律监管指引第 2 号——创业板上市公司规范运作》、《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》及《长江医药控股股份有限公 司章程》(以下简称《公司章程》)等相关规定,并结合公司实际情况,特制订本管理 规定。 第二条 公司对外担保实行统一管理,非经公司董事会或股东会批准、授权,任何 人无权以公司名义签署对外担保的合同、协议或其他类似的法律文件。 第三条 本管理规定适用于本公司及本公司的全资、控股子公司(以下简称"子公 司")。 公司为自身债务提供担保不适用本办法。 第四条 本管理规定所称对外担保是指公司以第三人的身份为债务人对于债务人 所负的债务提供担保,当债务人不履行债务时,由公司按照约定履行债务 ...
新时达: 对外担保管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
Core Viewpoint - The document outlines the external guarantee management system of Shanghai New Times Electric Co., Ltd., aiming to standardize external guarantee behavior, mitigate risks, and protect the company's assets and investors' rights [1]. Group 1: General Principles - The external guarantee management system applies to the company and its subsidiaries, including wholly-owned and controlled subsidiaries [1][2]. - External guarantees refer to the company providing guarantees, asset pledges, and other forms of security for other entities or individuals, including guarantees for subsidiaries [1][2]. - The company must manage external guarantees uniformly, requiring board or shareholder approval before providing any guarantees [2][5]. Group 2: Guarantee Management - The company can provide guarantees to entities with independent legal status and strong debt repayment capabilities under specific conditions, such as mutual guarantee needs or significant business relationships [9]. - Guarantees for subsidiaries must be accompanied by equal guarantees or counter-guarantees from other shareholders based on their investment ratios [10]. - The board must analyze the credit status and risks associated with the guarantee before approval, ensuring thorough due diligence on the applicant's financial health and business relationships [12][13]. Group 3: Approval and Disclosure - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval [22]. - The board must ensure that any related party guarantees are reviewed and approved by independent directors before submission to the board [20][25]. - The company must disclose any guarantees provided, especially those exceeding specified thresholds or involving related parties [22][29]. Group 4: Risk Management - The finance department is responsible for daily management of guarantees, including tracking the financial status of guaranteed entities and ensuring compliance with contractual obligations [36][39]. - In case of default or significant changes in the guarantee contract, the finance department must notify the board and initiate recovery procedures [40][41]. - The company may hire external professionals to assess the risks associated with guarantees to inform board decisions [26]. Group 5: Responsibilities and Accountability - Company directors and senior management are held accountable for unauthorized guarantees that harm the company's interests [43]. - The finance department must conduct credit investigations and manage documentation related to guarantees [17]. - Any economic losses resulting from guarantees must be mitigated, and responsible parties may face consequences based on the severity of the situation [45].
浙江力诺: 对外担保管理办法(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 17:36
General Principles - The company establishes a management method for external guarantees to regulate its guarantee behavior, protect investors' rights, and ensure financial safety [1][2] - External guarantees must be approved by the board of directors or shareholders' meeting [2][4] Scope of Application - The management method applies to the company and its wholly-owned and controlling subsidiaries [2] - Controlling subsidiaries cannot provide external guarantees without company approval [2] Guarantee Conditions - External guarantees are limited to independent legal entities with strong repayment capabilities [8] - The company must conduct credit assessments of the guaranteed parties [8][9] Approval Process - The finance department and the board secretary's office are responsible for handling external guarantee applications [12] - The board of directors must approve guarantees exceeding 10% of the company's latest audited net assets [18] Information Disclosure - The company must disclose information regarding external guarantees in accordance with the Securities Law and relevant regulations [25] - Disclosure includes total external guarantees and their proportion to the latest audited net assets [25][26] Contract Review and Signing - External guarantees must be in written form and approved by the board or shareholders [28][29] - The finance department must review the guarantee contracts for compliance and potential risks [29] Risk Management - The board must investigate the financial status and credit of the guaranteed parties before approving guarantees [34] - The finance department is responsible for monitoring the repayment status of guaranteed debts [43] Responsibilities of Personnel - All directors must regularly review financing and guarantee matters and bear joint responsibility for any violations [60] - Management personnel who exceed their authority in approving guarantees may face legal consequences [61]