下简称" 《科创板上市规则》"）、 《香港联合交易所有限公司证券上市规则》 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 （一）平等、自愿、公平、诚信、互利的原则； （二）审慎的原则； （以下 简称"《香港上市规则》"）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 ...

Core Viewpoint - Jiangxi Zhengbang Technology Co., Ltd. has established a new external guarantee management system to regulate its external guarantee behavior, mitigate financial risks, and ensure asset safety [1][2]. Group 1: External Guarantee Management System - The new system applies to the company and its subsidiaries, covering various forms of external guarantees such as guarantees, asset pledges, and collateral [1]. - External guarantees must adhere to principles of legality, prudence, mutual benefit, and safety, with strict control over guarantee risks [1]. Group 2: Approval Process - All external guarantees require approval from the company's shareholders' meeting or board of directors, with a majority of directors present and two-thirds of those present agreeing [1]. - Guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of the latest audited net assets must be submitted to the shareholders' meeting after board approval [1]. - If the cumulative guarantee amount exceeds 30% of the latest audited total assets within the last twelve months, it requires two-thirds approval from the shareholders present at the meeting [1]. Group 3: Guarantee Procedures and Risk Management - For guarantees provided to subsidiaries, joint ventures, or associates, if numerous guarantees are expected annually, a total limit for the upcoming twelve months can be estimated and submitted for shareholder approval [2]. - The company must ensure that guarantee recipients have good credit and operational performance, with the finance department conducting strict evaluations [2]. - The system includes provisions for counter-guarantees, information disclosure, risk management, and accountability for any irregular guarantees [2].

Core Viewpoint - Qingdao Senqilin Tire Co., Ltd. has established a "External Guarantee Management System" to enhance external guarantee management, standardize guarantee behavior, control and reduce guarantee risks, and ensure asset safety [1] Group 1: External Guarantee Management - The system defines external guarantees as the company providing guarantees for the debts of third parties, including forms such as guarantees, mortgages, and pledges, applicable to the company and its subsidiaries [1] - The total amount of external guarantees includes guarantees provided by the company to its subsidiaries and those provided by subsidiaries to third parties [1] - External guarantees are subject to unified management, requiring approval from the board of directors or shareholders' meeting before any guarantees can be provided [1] Group 2: Decision-Making Authority - External guarantee matters must be reviewed by the board of directors or shareholders' meeting, requiring a majority of directors present and two-thirds of attending directors' consent for board approval [1] - For specific external guarantees exceeding 10% of the latest audited net assets or 50% of total external guarantees relative to the latest audited net assets, or 30% of total assets, a two-thirds majority of voting rights at the shareholders' meeting is required [1] Group 3: Risk Control and Management - The company will not provide guarantees for entities with false information or operating losses, except for controlling subsidiaries [2] - When providing guarantees for controlling or affiliated companies, other shareholders must provide equal guarantees or counter-guarantees based on their investment ratios [2] - The financial center is responsible for credit investigations and contract reviews of the guaranteed parties, with ongoing monitoring of their operational and financial conditions [2]

Core Points - The company has established an external guarantee management system to ensure compliance, asset safety, and investor protection [1] - The system applies to the company and its subsidiaries, emphasizing legal, prudent, mutual benefit, and safety principles in providing guarantees [1] Summary by Sections External Guarantee Management - The company will only provide external guarantees under strict conditions, requiring equivalent counter-guarantees and written agreements from the guaranteed party [1] - Approval for external guarantees requires shareholder meeting approval for guarantees exceeding 10% of the latest audited net assets or total guarantees reaching 50% of the latest audited net assets [1][2] - Guarantees exceeding 30% of the latest audited total assets or provided to parties with over 70% debt-to-asset ratio also require shareholder approval [1][2] Approval Process - External guarantees exceeding 30% of the latest audited total assets within twelve months require a special resolution approved by over two-thirds of voting shareholders [2] - The board of directors must approve external guarantees with a two-thirds majority of attending directors, ensuring at least half of the total board members are present [2] Risk Control and Monitoring - The company does not proactively provide guarantees, except for mutual guarantees, and requires applications from the guaranteed parties [2] - The finance department will assess the creditworthiness and risks of the guaranteed party before presenting a report for board or shareholder approval [2] - Written contracts are mandatory for external guarantees, and the finance department will monitor the guaranteed party's operations and debt repayment during the guarantee period [2]

Group 1 - The company announced the establishment of an external guarantee management system to protect the rights and interests of shareholders and investors, regulate external guarantee behavior, and effectively prevent guarantee risks [1] - The system clearly defines external guarantees, including those provided by the company for others, subsidiaries, and guarantees provided by subsidiaries [1] - External guarantees are subject to unified management, requiring board or shareholder approval for any guarantee-related legal documents to be signed [1] Group 2 - The highest decision-making body for external guarantees is the shareholders' meeting, with the board of directors exercising decision-making power as per the company's articles of association [2] - Guarantees exceeding the board's approval authority must be submitted to the shareholders' meeting, with specific thresholds for approval including guarantees exceeding 10% of the latest audited net assets or 50% of net assets [2] - The finance and legal departments are responsible for conducting credit investigations, handling procedures, reviewing documents, and managing disputes related to guarantees [2]

Core Viewpoint - The company has established an external guarantee management system to protect the interests of shareholders and investors, regulate external guarantee behaviors, and control operational risks [1][2]. Group 1: External Guarantee Management System - The system applies to the company and its subsidiaries providing guarantees for third parties seeking loans, bill discounts, or financing leases [1]. - The purpose of the system is to strengthen internal monitoring, improve pre-evaluation, in-process monitoring, and post-recovery mechanisms to prevent potential debt repayment risks and reduce possible losses [1]. Group 2: Principles and Procedures - The guarantee scope includes financing matters for qualified third parties, with methods such as guarantees, pledges, or mortgages [1]. - Guarantees must be approved by the company's authorized bodies according to legal and corporate regulations, and unauthorized personnel are prohibited from signing guarantee contracts [1][2]. - The company requires the guaranteed party to provide counter-guarantees, except for guarantees provided to subsidiaries [1]. Group 3: Risk Control and Approval Process - The finance and securities departments are responsible for the daily management of guarantees, conducting credit evaluations of the guaranteed enterprises [2]. - Major guarantees require shareholder meeting approval if the total amount reaches or exceeds 50% of the latest audited net assets or 30% of total assets [2]. - The company follows risk control principles, strengthens contract management, and implements counter-guarantee measures, with timely disclosure of information if the guaranteed party fails to fulfill repayment obligations [2].

2025年8月30日，九阳股份发布公告，为规范公司对外担保管理，控制经营风险，依据《中华人民共和 国公司法》等相关法律法规及《九阳股份有限公司章程》，制订了《九阳股份有限公司对外担保管理制 度》。 公告显示，公司对外担保系指以第三人身份为债务人债务提供担保，形式包括保证、抵押及质押。股东 会和董事会是对外担保的决策机构，一切对外担保行为须按程序经公司股东会或董事会批准，未经批准 不得对外提供担保。 公司对外担保管理实行多层审核制度。财务负责人及其下属财务部为初审及日常管理部门，负责受理及 初审担保申请、日常管理与风险控制；董事会秘书及其下属证券部负责合规性复核、组织审批程序及信 息披露。 公司强调对外担保统一管理，子公司未经批准不得对外或相互提供担保，也不得请外单位为其提供担 保。为控股股东、实际控制人及其关联方提供担保时，对方应提供反担保；为控股子公司、参股公司提 供担保，其他股东应按出资比例提供同等担保或反担保等措施。 对于担保审批，公司规定除经全体董事过半数审议通过外，还需经出席董事会会议的2/3以上董事审议 同意。部分情形下，如本公司及控股子公司对外担保总额超过最近一期经审计净资产的50%或总资产的 ...

Core Viewpoint - Shenzhen Zhongtian Decoration Co., Ltd. has established an external guarantee management system to enhance internal control, protect investors' rights, and effectively manage external guarantee risks [1][2]. Group 1: External Guarantee Management System - The system applies to the company, its subsidiaries, and non-consolidated affiliated companies providing guarantees [1]. - Guarantees require approval from the board of directors or shareholders' meeting, and branches are prohibited from providing guarantees [1]. - All directors must carefully manage and control the debt risks associated with external guarantees and are legally responsible for any losses from illegal guarantees [1]. Group 2: Eligibility and Conditions for Guarantees - The company can provide guarantees primarily for wholly-owned subsidiaries, controlling subsidiaries, and affiliated companies, which must meet criteria such as borrower qualifications, good credit, and strong repayment ability [1][2]. - Guarantees will not be provided for entities with funding misalignment or financial fraud [1]. Group 3: Approval Procedures and Risk Control - The highest decision-making body for external guarantees is the shareholders' meeting, with the board of directors exercising decision-making authority within specified limits [2]. - Guarantees exceeding 10% of the latest audited net assets require board review and shareholder approval, while other guarantees are subject to board review and disclosure [2]. - The company must not exceed its capital contribution when providing guarantees to subsidiaries and affiliated companies, and other shareholders must provide proportional guarantees [2]. Group 4: Contract Management and Accountability - Guarantee contracts must be in written form, and responsible parties must rigorously review legal documents [2]. - The company is required to manage guarantee contracts and documentation properly, ensuring timely registration of counter-guarantees [2]. - The designated department must conduct investigations and monitor the financial health of guaranteed entities, taking proactive measures to mitigate risks if they arise [2]. - Violations of the system may result in disciplinary actions against responsible individuals by the board of directors [2].

Core Viewpoint - Zhejiang Fangzheng Electric Co., Ltd. has established a "External Guarantee Management System" to regulate external guarantee management and control guarantee risks [1][2] Group 1: External Guarantee Management System - The system applies to the company and its wholly-owned and holding subsidiaries, specifying regulations on guarantee objects, review and approval, amount authority, contract signing, risk management, information disclosure, and responsibilities [1] - The company can provide guarantees for units with independent legal status and strong debt repayment ability, subject to specific conditions [1] - Prior to making a guarantee decision, the company must assess the credit status of the guaranteed party, including basic enterprise information, financial reports, and repayment capacity [1] Group 2: Approval and Oversight - The application for guarantees must be investigated by the responsible person, who confirms the authenticity of the information before submitting it to the finance department for review and approval by the leadership [1] - The board of directors will review the application, and guarantees will not be provided if there are discrepancies such as misallocation of funds or false information [1] - Certain external guarantees require board approval and must be submitted to the shareholders' meeting if they exceed 50% of the latest audited net assets or 30% of total assets [1] Group 3: Contract Signing and Risk Management - Guarantee contracts must be signed by the chairman or authorized representative, adhering to relevant resolutions and authorization documents, without exceeding authority limits [2] - The finance department is responsible for the registration and cancellation of guarantee contracts, and the responsible person must monitor the guaranteed party's situation and report potential risks [2] - In cases of debt default or bankruptcy of the guaranteed party, the company must promptly understand the situation and initiate counter-guarantee recovery procedures [2] Group 4: Information Disclosure and Accountability - The company and its subsidiaries are required to fulfill information disclosure obligations regarding external guarantees, with responsible persons facing consequences for violations [2] - The system will be implemented after being approved by the company's shareholders' meeting [2]

在担保审批方面，公司可以为具有独立法人资格和较强偿债能力且满足特定条件的单位提供担保，虽不 具备条件但担保风险较小的，经公司董事会或股东会同意也可提供担保。申请担保人需提前15个工作日 提交担保申请书及附件，公司财务负责人受理后，由财务部会同董事会办公室对申请担保人、反担保方 的财务状况和资信情况进行调查评估，形成书面报告后经层层审核，再组织履行董事会或股东会的审批 程序。 对于不同情形的担保，审批权限有所不同。如本公司及本公司控股子公司的对外担保总额超过最近一期 经审计净资产的50%等七种情形，需经股东会审议通过；其他对外担保经公司董事会审议批准即可实 施。 在担保合同订立、日常管理、风险控制、信息披露等方面，制度也作出了详细规定。公司应按规定履行 信息披露义务，独立董事需在年度报告中对担保情况进行专项说明并发表独立意见。若相关人员违反制 度，公司将追究其责任。此次修订的制度经公司股东会审议通过后生效施行。 声明：市场有风险，投资需谨慎。本文为AI基于第三方数据生成，仅供参考，不构成个人投资建议。 责任编辑：小讯 8月30日，上海普利特复合材料股份有限公司发布公告，对《对外担保管理制度》进行修订，旨在规范 ...