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欧科亿: 对外担保管理制度(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:10
株洲欧科亿数控精密刀具股份有限公司 规、规范性文件以及《株洲欧科亿数控精密刀具股份有限公司章程》 (以下简称"《公 司章程》" )的规定,特制定本制度。 第二条 本制度所述对外担保,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;公司及公司控股子公司的对外担保总额,是指包括公司对控股子公司在 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。担保形式包括保证、抵 押、质押或其他担保方式。 对外担保管理制度 第一章 总则 第一条 为了保护投资者的合法权益,规范株洲欧科亿数控精密刀具股份有限公 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》、 《中华人民共和国民法典》等相关法律、法 第八条 董事会有权对本制度第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2/3以上董事同意。 如果有董事与该审议事项有关联关系的,关联董事应回避表决。该董事会会议由 过半数的非关联董事出席即可举行,董事会会议所作决议须经非关联董事的三分之二 以上同意通过。出席董事会会议 ...
康众医疗: 康众医疗对外担保管理办法
Zheng Quan Zhi Xing· 2025-07-16 16:26
Core Points - The document outlines the external guarantee management measures of Jiangsu Kangzhong Digital Medical Technology Co., Ltd to protect investor interests and regulate the company's guarantee behavior [1] - The company aims to control asset operation risks and promote stable development in accordance with relevant laws and regulations [1] Chapter 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its subsidiaries [1] - All external guarantees must be managed uniformly by the company and require approval from the board of directors or shareholders [1] Chapter 2: Guarantee and Management Section 1: Guarantee Objects - The company can provide guarantees for entities with independent legal status that meet specific conditions, including those with significant business relationships with the company [2] - All guarantee applicants must have strong debt repayment capabilities [2] Section 2: Guarantee Management Functions and Approval Procedures - The finance department is responsible for managing guarantees, and must assess the credit status of the guarantee applicants before approval [2][3] - The approval process requires a thorough analysis of the applicant's financial status and relevant documentation [2] Section 3: Guarantee Review and Decision Authority - The board of directors must carefully review the financial status and creditworthiness of guarantee applicants [3][4] - Certain guarantees require submission to the shareholders' meeting for approval if they exceed specified thresholds related to the company's net assets [4] Section 4: Signing Guarantee Contracts - Guarantee contracts must comply with legal norms and be reviewed by legal counsel if necessary [5][6] - The company must ensure that all obligations in the guarantee contracts are clearly defined [6] Chapter 3: Guarantee Risk Management Section 1: Management Before Creditors Assert Claims - The board of directors and finance department are responsible for managing guarantee behaviors and monitoring the repayment obligations of the guaranteed parties [7] - Any significant changes in the financial status of the guaranteed parties must be reported to the finance department [7] Section 2: Management When Creditors Assert Claims - The company must initiate recovery procedures if the guaranteed party fails to fulfill its obligations [8] - The company should not assume guarantee responsibilities without board approval if there are ongoing disputes [8] Chapter 4: Responsibilities of Responsible Persons - Company directors and management personnel are liable for damages caused by unauthorized guarantee contracts [9] - Departments that violate regulations or fail to perform their duties may face penalties and compensation responsibilities [9] Chapter 5: Supplementary Provisions - The terms used in the document align with those in the company's articles of association [9] - The document becomes effective upon approval by the board of directors [9]
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
苏州华之杰电讯股份有限公司 对外担保管理办法 苏州华之杰电讯股份有限公司 第一章 总 则 第一条 为加强苏州华之杰电讯股份有限公司(以下简称"公司")的对外 担保管理,规范公司担保行为,控制和降低担保风险,保证公司资产安全,根据 《中华人民共和国公司法》 司章程》")的规定,并结合公司的实际情况,制定本办法。 (下简称"《公司法》") 《中华人民共和国民法典》 (下 第二条 本办法所述的对外担保是指公司以自有资产或信誉为其他单位或 个人提供的保证、资产抵押、质押以及其他担保事宜,包括公司对控股子公司(如 有)的担保。具体种类包括借款担保、银行开立信用证和银行承兑汇票担保、开 具保函的担保等。 简称"《民法典》") 《上海证券交易所股票上市规则》 (下简称"《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》等有关法 律、法规、规范性文件及《苏州华之杰电讯股份有限公司章程》 (以下简称"《公 第三条 公司为他人提供担保应当遵循平等、自愿、公平、诚信、互利的原 则。任何单位和个人不得强令公司为他人提供担保,公司对强令其为他人提供担 保的行为有权拒绝。 第四条 公司对外担保实行 ...
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]
中宠股份: 融资与对外担保管理办法
Zheng Quan Zhi Xing· 2025-07-11 09:16
Core Viewpoint - The document outlines the financing and external guarantee management procedures of Yantai Zhongchong Food Co., Ltd, aiming to regulate financing activities, control risks, and protect financial security and investor rights [1][2][3]. Financing Management - Financing refers to indirect financing from financial institutions, including various forms such as credit, loans, and guarantees [1]. - The financial department is responsible for managing financing applications and conducting preliminary reviews [2]. - Approval authority for financing is tiered based on the amount relative to the company's audited net assets, with specific limits for the president, chairman, and board of directors [2][3]. External Guarantee Management - External guarantees involve the company providing guarantees for third parties, and the company must analyze the creditworthiness of the guaranteed party [4][5]. - Guarantees require the provision of counter-guarantees from the guaranteed party, ensuring they have the capacity to fulfill the guarantee [5][6]. - Approval for external guarantees also follows a tiered structure, with specific thresholds for board and shareholder approval based on the amount of the guarantee relative to the company's net assets [6][7]. Risk Management - The company must continuously monitor the financial status of guaranteed parties and take necessary actions if their financial condition deteriorates [9][10]. - If a guaranteed debt is not repaid on time, the company must implement remedial measures and may need to pursue recovery from the guaranteed party [10][11]. Information Disclosure - The company is required to disclose financing and guarantee-related information in accordance with relevant laws and regulations [28][29]. Responsibilities - All directors are responsible for reviewing financing and guarantee matters according to the established procedures and may face legal consequences for violations [30][31].