登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：000766 证券简称：通化金马 公告编号：2025-40 通化金马药业集团股份有限公司 第十一届董事会2025年第九次临时会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、误导性陈述或重大遗 漏。 一、董事会会议召开情况 1.通化金马药业集团股份有限公司第十一届董事会2025年第九次临时会议通知于2025年11月11日以微信 和电子邮件形式送达全体董事。 2.2025年11月12日上午9时30分以现场和通讯方式召开。 3.会议应到董事9人，实到董事9人。 4.会议由董事长张玉富先生主持，部分高管人员列席了本次会议。 5.本次董事会会议的召开符合有关法律、行政法规、部门规章、规范性文件和公司章程的规定。 二、董事会会议审议情况 1、审议并通过《关于续聘公司 2025 年度审计机构的议案》 经审议，同意续聘北京德皓国际会计师事务所（特殊普通合伙）担任公司 2025年度审计机构，负责公 司2025年度财务审计及内部控制审计等工作。详见同日公司在巨潮资讯网披露的《关于拟续聘会计师事 务所的公告》。 本议案已经董事会审计委 ...

Core Points - The company has signed guarantee agreements to support the business development needs of its subsidiaries, providing a maximum guarantee of RMB 10 million for Hangzhou Haimin Kear Jewelry Co., Ltd. and RMB 5 million for Hangzhou Shangjinyuan Jewelry Co., Ltd. [1][4][6] - The board of directors approved the guarantee limits for the subsidiaries during meetings held on March 27, 2025, and April 22, 2025, with the approved limits being RMB 20 million for Hangzhou Haimin Kear Jewelry and RMB 30 million for Hangzhou Shangjinyuan Jewelry [2][7] - The total external guarantee amount provided by the company is RMB 176,950.06 million, which accounts for 27.74% of the company's latest audited net assets, with no overdue guarantees reported [7][8] Guarantee Details - The guarantee for Hangzhou Haimin Kear Jewelry includes a joint liability guarantee covering principal, interest, overdue interest, penalties, and other related costs, with a guarantee period of two years from the debt maturity date [4][5] - The guarantee for Hangzhou Shangjinyuan Jewelry also includes a joint liability guarantee covering similar costs, with a guarantee period of three years from the debt maturity date [6][7] - The company has not provided guarantees for its controlling shareholders or related parties, ensuring that all guarantees are directed towards its subsidiaries [7][8] Rationale and Approval - The guarantees are deemed necessary and reasonable to support the subsidiaries' operational needs, contributing to their stable operation and long-term development, aligning with the company's overall interests and strategic goals [7] - The board of directors, after reviewing the subsidiaries' operational and credit conditions, believes that the subsidiaries have sufficient capacity to repay the debts, thus approving the guarantee limits [7][8]

Core Points - The company has provided a guarantee of up to RMB 4.08 million for its subsidiary, Foshan Southern Design Institute, to meet its operational needs [2][3] - The guarantee was approved by the board of directors and shareholders, ensuring compliance with internal decision-making procedures [3][6] - The company has a total external guarantee amount of RMB 902.35 million, which is 118.74% of its audited net assets for 2024 [7] Group 1 - The guarantee is structured as a joint liability guarantee with a term of three years from the debt maturity date [3] - The board meeting on April 16, 2025, approved the guarantee with unanimous support, indicating a controlled risk environment [6] - The company has no overdue external guarantees as of the announcement date [7] Group 2 - The total amount of guarantees provided to subsidiaries is RMB 786.75 million, which is 103.53% of the company's audited net assets for 2024 [7] - The company has authorized its management to handle the necessary documentation for the guarantee without needing further shareholder approval within the specified limit [3][6] - There are no counter-guarantees associated with this guarantee [5]

Core Viewpoint - Tianmu Pharmaceutical (600671) announced that it plans to provide guarantees for its subsidiaries, with a total amount not exceeding RMB 35 million for the year 2025 [1] Summary by Categories Company Guarantees - The total amount of guarantees provided by the company for its subsidiaries is expected to be up to RMB 35 million for the year 2025 [1] - As of the date of the announcement, the actual external guarantee balance provided by the company and its consolidated subsidiaries is RMB 17.52504 million, which includes the newly added guarantees [1] Financial Impact - The total guarantees represent 334.55% of the company's most recent audited net assets attributable to the parent company's shareholders [1] - The company has not provided any guarantees to its controlling shareholders, actual controllers, or their related parties, amounting to RMB 0 [1] Other Relevant Information - The company has no other external guarantees and there are no overdue guarantees [1]

Group 1 - Huatai Securities announced the issuance of four medium-term notes totaling $0.50 billion each under a plan with a maximum principal amount of $3 billion, guaranteed by Huatai International [1] - As of the announcement date, the total amount of guarantees provided by the company and its subsidiaries reached RMB 42.087 billion, with guarantees to subsidiaries accounting for RMB 33.941 billion, representing 21.96% and 17.71% of the latest audited net assets respectively [1] - For the first half of 2025, the revenue composition of Huatai Securities was as follows: securities brokerage accounted for 43.24%, institutional services 19.75%, other businesses 14.23%, asset management 11.89%, and others 11.5% [1] Group 2 - The market capitalization of Huatai Securities is currently RMB 202.7 billion [2]

Core Points - The company has provided a guarantee of 75.9773 million yuan to support the production and business development of its subsidiary as of October 2025 [1] - The total amount of guarantees provided by the company and its subsidiaries is 2,301.5735 million yuan, accounting for 30.19% of the latest audited net assets [7] - The board of directors has approved the guarantee arrangement, considering the business development needs and financing requirements [6] Summary by Sections Guarantee Overview - The company has provided a total guarantee of 75.9773 million yuan for its subsidiaries, while releasing guarantees totaling 204.4248 million yuan [1] - The guarantees are classified as routine guarantees, with the latest asset-liability ratio of the guaranteed parties exceeding 70% [1] Internal Decision-Making Process - The board of directors held a meeting on March 26, 2025, and approved the guarantee limit for 2025, allowing a total guarantee amount not exceeding 7 billion yuan [1][6] Necessity and Reasonableness of Guarantees - The guarantees are deemed necessary and reasonable to meet the funding needs of the subsidiaries, which are under the company's absolute control [5] - The company can effectively manage the financial risks associated with the guarantees due to its control over the subsidiaries' operations and financial conditions [5][6] Board of Directors' Opinion - The board believes that providing guarantees to subsidiaries is a rational decision based on business development and financing needs, which will benefit the company's main operations [6] Cumulative External Guarantee Amount - As of the announcement date, the total external guarantees amount to 2,301.5735 million yuan, with no overdue guarantees reported [7]

Core Viewpoint - The company has provided guarantees for its subsidiaries to facilitate financing and raw material procurement, with a total guarantee amount not exceeding 560 million yuan for the year 2025 [1][2][4]. Summary by Sections Guarantee Overview - The company has provided guarantees for its subsidiaries' financing and raw material procurement, with specific amounts detailed for each subsidiary [1][2]. - As of October 31, 2025, the actual guarantee amounts for specific subsidiaries are 397.49 million yuan for Anshan Jiuguhe Food Co., Ltd., 63.70 million yuan for Jinzhou Jiufeng Food Co., Ltd., and 343.74 million yuan for Xi'an Hefeng Feed Technology Co., Ltd. [1]. Internal Decision-Making Process - The company held board meetings and shareholder meetings in March, August, and September 2025 to approve the guarantee amounts and the entities to be guaranteed [2][3]. - The approved total guarantee amount includes 325 million yuan for financing, 200 million yuan for raw material procurement, and 35 million yuan for performance guarantees [2]. Basic Information of Guaranteed Entities - The guaranteed entities are subsidiaries of the company, and their financial data is disclosed on the Shanghai Stock Exchange [3]. - The company has a good understanding of the operational status and creditworthiness of these subsidiaries, indicating manageable risk [3]. Board of Directors' Opinion - The board believes that providing guarantees is necessary for the subsidiaries' operational needs and aligns with the company's overall development strategy [4]. - The board has confirmed that the guaranteed entities have good asset credit status and that the risks associated with the guarantees are controllable [4]. Cumulative External Guarantee Amount and Overdue Guarantees - As of October 31, 2025, the total external guarantee amount by the company and its subsidiaries is 2.31 billion yuan, which is 34.57% of the company's audited net assets as of December 31, 2024 [5]. - There are no overdue guarantees reported [5].

Core Viewpoint - The company has provided guarantees for its subsidiaries to facilitate financing and procurement, ensuring compliance with approved limits and internal decision-making processes [3][5][7]. Group 1: Guarantee Overview - As of October 31, 2025, the company has provided guarantees totaling RMB 231,469.26 million, which is 34.57% of the audited net assets as of December 31, 2024 [9]. - The company has provided guarantees for its subsidiaries' financing, with specific amounts including RMB 39,748.82 million for Anshan Jiuguhe Food Co., Ltd. and RMB 6,370.00 million for Jinzhou Jiufeng Food Co., Ltd. [3][9]. - The company issued a guarantee letter for RMB 600,000 for raw material procurement from Zhoukou Zhouhai Grain and Oil Industry Co., Ltd. for its subsidiary Xi'an Hefeng Feed Technology Co., Ltd. [3]. Group 2: Internal Decision-Making Process - The company held board meetings and shareholder meetings in March, August, and September 2025 to approve the guarantee limits and the specific subsidiaries involved [4][5][8]. - The approved total guarantee limit is RMB 560,000 million, with specific allocations for financing, procurement, and performance guarantees [5]. Group 3: Necessity and Reasonableness of Guarantees - The guarantees are deemed necessary and reasonable as they have been approved by the board and shareholders, and the company has a thorough understanding of the subsidiaries' financial health [7][8]. - The guarantees are intended to support the operational needs and cash flow of the subsidiaries, aligning with the company's overall development strategy [7][8]. Group 4: Financial Health of Guaranteed Entities - The guaranteed entities are all controlled subsidiaries of the company, which are not classified as dishonest executors [6]. - The financial data of the guaranteed entities can be found in the company's disclosures on the Shanghai Stock Exchange [6].

Group 1 - The company plans to provide guarantees for its subsidiaries, Jin Hong Jie Meng and Huai'an Sheng Ma, to support their financing needs totaling RMB 4,570 million [2][22] - The company will provide an irrevocable joint liability guarantee of up to RMB 2,115 million for Jin Hong Jie Meng and up to RMB 1,312.5 million for Huai'an Sheng Ma [2][9] - The board of directors approved the guarantee proposal on November 7, 2025, and it falls within the board's authority, thus not requiring shareholder approval [3][10] Group 2 - The company has a total of RMB 66,238 million in external guarantees, which represents 19.77% of its latest audited net assets [11] - There are no overdue guarantees or guarantees involved in litigation as of the announcement date [11] Group 3 - The company has completed the acquisition of Jin Hong Jie Meng and Huai'an Sheng Ma, with their financial data included in the consolidated financial statements since May and July 2025, respectively [8][9] - Both subsidiaries are not classified as dishonest executors [8] Group 4 - The company is changing the investment scale of its fundraising project, "New High-end Electronic Special Materials Project," and will use the surplus funds of RMB 24,123.18 million for the "Shandong Ruilin Polymer Air Separation Gas Supply Project" [34][35] - The new project involves building a 50,000 Nm3/h air separation unit to supply industrial gases, with a total investment of RMB 35,000 million [38][39] Group 5 - The company has signed a gas supply contract with Shandong Ruilin Polymer Materials Co., Ltd., with a contract value of approximately RMB 4 billion [40] - The project is expected to be fully operational by March 2027, generating stable revenue and cash flow for the company [40][41] Group 6 - The company will hold a bondholders meeting on November 24, 2025, to discuss the proposed changes to the fundraising project and other related matters [55][56] - The company has issued 10,160,000 convertible bonds, raising a total of RMB 1,016 million, with a net amount of RMB 1,004 million after deducting issuance costs [31][32]

Core Viewpoint - The company, Hainan Natural Rubber Industry Group Co., Ltd., has provided a guarantee for its wholly-owned subsidiary, China Rubber Technology Group Company Limited, amounting to a maximum of $8 million, with a current guarantee balance of approximately 567.42 million RMB [2][4][6]. Group 1: Guarantee Overview - The company has issued a joint liability guarantee for a loan of $4 million to China Rubber from Ping An Bank Hong Kong Branch [4]. - Additionally, a joint liability guarantee has been provided for another loan of $4 million to China Rubber from Nanyang Commercial Bank [5]. - The total guarantee amount approved by the company's board for the subsidiary is up to $70 million, which includes the current guarantees [6][7]. Group 2: Financial Status of the Guaranteed Entity - As of December 31, 2024, China Rubber had total assets of approximately 1.44 billion RMB and total liabilities of about 1.33 billion RMB, resulting in a debt-to-asset ratio of 91.72% [9]. - By September 30, 2025, the company's total assets were approximately 1.45 billion RMB, with total liabilities of around 1.29 billion RMB, leading to a debt-to-asset ratio of 89.36% [9]. - The company reported a net loss of approximately 45.41 million RMB for the year 2024 and a net loss of about 34.02 million RMB for the first nine months of 2025 [9]. Group 3: External Guarantee Amounts - As of the announcement date, the total external guarantee balance of the company and its subsidiaries is approximately 530.59 million RMB, which represents 53.89% of the latest audited net assets [9]. - The guarantees provided to the subsidiaries amount to approximately 240.47 million RMB, accounting for 24.42% of the latest audited net assets [9].