第一章 总则 扬州惠通科技股份有限公司 对外担保管理制度 第一条 为了保护投资者的合法权益, 规范扬州惠通科技股份有限公司(下称"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》、《中华人民共和国证 券法》(以下简称"《证券法》")等法律、法规、规范性文件以及本公司章程 的有关规定, 结合公司的实际情况, 特制定本制度。 第二条 本制度所称对外担保是指公司为他人提供的担保, 包括公司对控股子公司的 担保。 第三条 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, 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。 第四条 公司董事和高级管理人员应审慎对待和严格控制担保产生的债务风险, 并对 违规或失当的对外担保产生的损失依法承担连带责任。 第五条 公司控股或实际控制子公司的对外担保, 视同公司行为, 其对外担保应执行 本制度。 第六条 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。 第七条 公司为他人提供担保, 原则上应当采取反担保等必要的措施防范风险, 反担 保的提供方应具备 ...

General Principles - The external guarantee management system aims to regulate the financial interactions between the company and its controlling shareholders, actual controllers, and other related parties, effectively controlling external guarantee risks and protecting investors' rights [1][2] - External guarantees include various forms such as guarantees, mortgages, and pledges for debts of other units or individuals, including guarantees for controlling subsidiaries [1][2] External Guarantee Total - The total amount of external guarantees refers to the sum of the company's external guarantees and those of its controlling subsidiaries [2] Principles of External Guarantees - External guarantees must adhere to principles of legality, prudence, mutual benefit, and safety, with strict control over guarantee risks [2][3] - The board of directors or shareholders' meeting must approve external guarantees, and no individual has the authority to sign guarantee contracts without such approval [2][3] Responsibilities of Independent Directors - Independent directors should focus on related transactions and external guarantees that closely relate to the interests of minority shareholders, with the ability to propose meetings and hire external auditors for reviews [3][4] Review and Approval Process - The finance department is responsible for reviewing guarantee applications, assessing the credit status of applicants, and managing guarantee contracts [4][5] - The company must analyze the credit status of the guaranteed party and provide detailed information in board meeting proposals [5][6] Conditions for Providing Guarantees - The company cannot provide guarantees to applicants with certain conditions, such as non-compliance with laws, poor financial records, or existing overdue debts [5][6] Evaluation Report Requirements - The finance department must prepare an evaluation report for guarantee applications, ensuring the applicant meets specific criteria, including good financial health and the ability to provide counter-guarantees [5][6] Shareholder Meeting Approval - Certain guarantees require submission to the shareholders' meeting for approval, especially those exceeding specified thresholds related to the company's net assets [6][7] Board Meeting Procedures - Board meetings must have a majority of non-related directors present for decisions on guarantees, and related directors must abstain from voting [8][9] Risk Management - The company must establish written contracts for approved guarantees, detailing the rights, obligations, and liabilities of all parties involved [10][11] - The finance department must monitor the financial status of guaranteed parties and report any significant changes to the board [13][14] Disclosure Requirements - The company must disclose approved guarantees on the stock exchange and other media, including details of the total amount of guarantees provided [10][11] Compliance and Accountability - Any violations of the guarantee management system must be disclosed, and responsible parties will be held accountable for any losses incurred [16][17] - The company must maintain a robust system for managing seals and ensure proper usage in relation to guarantee matters [16][17]

Core Points - The company has established a comprehensive external guarantee management system to regulate its guarantee behavior and control operational risks [1][2][3] - The company emphasizes the importance of legality, prudence, mutual benefit, and safety in providing external guarantees [2][3] - The company requires counterparties to provide counter-guarantees, especially when guarantees are provided to controlling shareholders or related parties [2][3] Section 1: Guarantee Management - The company can provide guarantees to entities with independent legal status that meet specific criteria, including those with strong debt repayment capabilities [7][8] - Guarantees can also be provided to entities not meeting the criteria if deemed necessary for business development, subject to board or shareholder approval [8] - A thorough investigation of the credit status of the guaranteed party is required before deciding on a guarantee [9][10] Section 2: Approval Process - Guarantees exceeding 10% of the company's latest audited net assets or 30% of total assets require board and shareholder approval [18][19] - Related parties must not participate in the voting process for guarantees involving shareholders or controlling parties [19][20] - The company must disclose guarantee information in annual and semi-annual reports [7][12] Section 3: Risk Management - The finance department is responsible for managing guarantee contracts, including registration and cancellation [30][31] - Continuous monitoring of the guaranteed party's financial status is required, with reports submitted to the board [31][32] - If the guaranteed party fails to meet obligations, the company must take necessary remedial actions [10][11] Section 4: Information Disclosure - The company secretary is responsible for disclosing guarantee information, including total guarantees and their proportion to net assets [40][41] - Timely disclosure is required if the guaranteed party fails to fulfill debt obligations or faces bankruptcy [42][43] Section 5: Responsibilities and Penalties - Directors and shareholders who violate approval processes for guarantees may bear joint liability [44][45] - Relevant personnel failing to perform their duties, resulting in company losses, may face penalties [45][46] - Criminal actions by personnel during the guarantee process will be reported to judicial authorities [47]

第一章 总 则 第一条 为规范深圳市沃特新材料股份有限公司（以下简称"公司"）的 对外担保的管理，保护公司财产安全，降低经营风险，根据《公司法》《证券法》 《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等有关法律法规及《深圳市沃特新材料股份有限 公司章程》（以下简称"公司章程"）的有关规定，制定本办法。 深圳市沃特新材料股份有限公司 对外担保管理办法 第二条 本办法所称子公司是指公司拥有实际控制权的子公司。 第三条 本办法所称担保是指公司及其子公司以第三人身份为他人提供的 保证、抵押或质押。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。公司为所属子公司担保视同对外担保。 第四条 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。 第五条 本办法是公司办理对外担保业务的基本行为规范。公司对外担保 必须根据公司章程和本办法的规定经董事会或股东会审议批准后方可实施。 第六条 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。 第七条 公司对子公 ...

Core Viewpoint - The article outlines the external guarantee management system of Jiangsu Jingyan Technology Co., Ltd., emphasizing the need for strict control and risk management in external guarantees to protect the company's assets and prevent financial risks [1][2]. Group 1: External Guarantee Definition and Principles - External guarantees refer to the company's provision of guarantees for debts owed by third parties, which may include forms such as guarantees, mortgages, and pledges [1]. - The company must adhere to principles of legality, prudence, mutual benefit, and safety when providing external guarantees, ensuring strict control over guarantee risks [2]. Group 2: Approval Authority for External Guarantees - Any external guarantee must be approved by two-thirds of the board members present at the meeting [7]. - Certain guarantees, such as those exceeding 10% of the company's latest audited net assets or involving high debt ratios, require shareholder meeting approval [8]. Group 3: Guarantee Application and Evaluation Process - The company’s financial department is responsible for conducting a thorough credit assessment of the party requesting the guarantee, which may involve hiring external legal or financial advisors [12]. - The board must investigate the financial status and operational conditions of the guaranteed party before making a decision [15]. Group 4: Information Disclosure Requirements - The company is obligated to disclose information regarding external guarantees in accordance with legal regulations and stock exchange rules, including details of the board or shareholder resolutions [20]. - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [22]. Group 5: Risk Management of External Guarantees - The company must monitor the financial and operational status of the guaranteed party throughout the guarantee period, taking proactive measures if any financial deterioration is detected [24]. - In the event of bankruptcy proceedings, the company must ensure its rights as a creditor are protected by participating in the distribution of bankruptcy assets [25]. Group 6: Implementation and Amendments - The external guarantee management system becomes effective upon approval by the shareholder meeting and must align with relevant laws and regulations [26]. - The board of directors is responsible for interpreting the system and proposing amendments as necessary [27].

General Principles - The external guarantee management system of Hefei Huaneng Intelligent Manufacturing Co., Ltd. aims to standardize the management of external guarantees, strictly control debt risks, and protect the rights and interests of the company, shareholders, and other stakeholders [2][3] - External guarantees refer to the guarantees provided by the company for others, including guarantees for controlling subsidiaries, and can take various forms such as guarantees, mortgages, pledges, and atypical guarantees [2] Regulations on External Guarantees - External guarantees must comply with relevant laws and regulations, with a primary goal of controlling debt risks [3] - A multi-level review system is implemented for external guarantees, involving the finance department for initial review and daily management, and the general manager's office for compliance review and information disclosure [3][4] - Guarantees exceeding certain thresholds require board and shareholder approval, including guarantees over 10% of the latest audited net assets or 50% of total assets [4][5] Approval Process - The board must approve guarantees with over two-thirds of directors in attendance, and shareholders with interests in the guarantee must abstain from voting [4][5] - The company must disclose approved guarantees in designated publications, including details of the board or shareholder resolutions and total guarantee amounts [8][9] Application and Review Procedures - Guarantee applications must be submitted at least 15 working days in advance, including repayment plans and collateral proposals [12][13] - The finance department is responsible for verifying the credit status of the applicant and assessing risks before submitting a report to the board [10][11] Daily Management and Risk Control - Written contracts must be established for guarantees, and significant contracts should be reviewed by legal advisors [22][23] - The finance department is tasked with ongoing management and monitoring of the financial status of guaranteed parties, reporting any significant adverse changes [24][25] Legal Responsibilities - All directors must adhere to the management system and relevant laws, bearing joint liability for any losses from improper guarantees [27][28] - Any personnel failing to follow procedures or overstepping authority in signing guarantee contracts may face disciplinary actions [28][29] Implementation and Interpretation - The management system is subject to unified management principles and applies to guarantees by controlling subsidiaries [29][30] - The system becomes effective upon approval by the company's shareholders and is interpreted by the board [30][31]

Core Viewpoint - Shandong Weiming Bio-Pharmaceutical Co., Ltd. has approved a new external guarantee management approach to regulate the provision of guarantees by the company and its subsidiaries [1][2] Group 1: Definition and Management of External Guarantees - The management approach defines external guarantees as actions taken by the company and its subsidiaries to provide guarantees on behalf of third parties, including loan guarantees, bank acceptance bill guarantees, and letter of guarantee issuance [1] - External guarantees will be managed uniformly, requiring board or shareholder meeting approval for any related legal documents to be signed in the company's name [1] Group 2: Decision-Making Procedures - External guarantees must be reviewed by the board or shareholder meeting, requiring approval from more than half of all directors and a resolution from at least two-thirds of the attending directors [1] - For guarantees exceeding 10% of the company's most recent audited net assets, additional approval from the shareholder meeting is required after board approval [1] Group 3: Approval Process and Responsibilities - The guarantor must submit various credit status documents, which will be verified by the company's financial center and reviewed by relevant departments before being reported to the board [1] - The board is responsible for thoroughly reviewing the situation of the guaranteed party and may hire external professionals to assess risks if necessary [1][2] Group 4: Contractual and Disclosure Obligations - External guarantee contracts must be in writing and include multiple clauses, with the company required to monitor the guaranteed party's situation continuously [2] - The company must enforce debt repayment obligations and initiate counter-guarantee recovery procedures or other risk control measures in specific situations [2] - Strict compliance with information disclosure regulations is mandated, and relevant personnel are bound by confidentiality obligations [2]

深圳市燕麦科技股份有限公司 对外担保管理制度 深圳市燕麦科技股份有限公司 第一章 总则 第一条 为了维护投资者的利益，规范深圳市燕麦科技股份有限公司（以下简称 "公司"）的担保行为，控制公司资产运营风险，促进公司健康稳定地发展，根据 《中华人民共和国公司法》《上海证券交易所科创板股票上市规则》等法律、法规、 规范性文件以及《公司章程》的相关规定，制订本制度。 第二条 本制度所称担保是指公司以第三人身份为他人提供的保证、抵押或质 押，公司为控股子公司提供的担保视为对外担保。 第三条 本制度适用于本公司及控股子公司。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，视同公司行为，其对外担保应执行本制度，公司控 股子公司须在其有权决策机构做出决议前，及时通知公司履行相应的审批程序。 第四条 本制度所称控股子公司是指公司持有其50%以上股份，或者能够决定其 董事会半数以上成员组成，或者通过协议或者其他安排能够实际控制的公司。 第五条 公司对外担保实行统一管理，未经公司董事会或股东会批准，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。 第六条 公司董事和高级管理人员应审慎对待和严格控制担 ...

Core Viewpoint - The document outlines the external guarantee management system of Shanghai Nenghui Technology Co., Ltd., emphasizing the need for legal compliance, risk control, and proper decision-making processes for external guarantees [1][2][4]. Group 1: General Principles - The external guarantee refers to the company providing guarantees for debts owed by debtors to creditors, including various forms such as guarantees, mortgages, and pledges [1]. - The company must adhere to principles of legality, prudence, mutual benefit, and safety when providing guarantees [1]. Group 2: Decision-Making Authority - The shareholders' meeting and the board of directors are the decision-making bodies for external guarantees, requiring approval before any guarantees can be provided [2]. - Guarantees provided by subsidiaries must also be approved by the company, and subsidiaries cannot provide mutual guarantees without approval [2][3]. Group 3: Risk Control Measures - The company must require counterparties to provide counter-guarantees, ensuring that the counter-guarantee provider has the actual capacity to fulfill the obligation [7]. - If a subsidiary provides guarantees, other shareholders should ideally provide equal guarantees or counter-guarantees based on their investment proportions [3]. Group 4: Approval Process - Guarantees exceeding 50% of the company's latest audited net assets or 30% of total assets require shareholder approval [4][5]. - The board of directors must review and approve all external guarantees, with a two-thirds majority required for approval [15]. Group 5: Application and Review Procedures - The finance director and finance department are responsible for receiving and reviewing guarantee applications, ensuring the authenticity of the provided information [6][20]. - The company must refuse guarantees if the applicant has a poor credit history or if the funding does not comply with national laws [21]. Group 6: Ongoing Management and Risk Monitoring - The company must establish a written contract for each guarantee, ensuring compliance with relevant laws and regulations [10]. - Continuous monitoring of the financial status and repayment ability of the guaranteed party is required, with timely actions taken if any adverse conditions arise [33]. Group 7: Legal Responsibilities - All directors and senior management must strictly adhere to the established procedures for external guarantees and are liable for any losses resulting from violations [37][38]. Group 8: Implementation and Amendments - The system will be implemented upon approval by the shareholders' meeting, with the board of directors authorized to interpret the regulations [41].

2025年7月25日，上海能辉科技股份有限公司发布公告，公布了其修订于2025年7月的对外担保管理制 度。 该制度适用于公司及公司的控股子公司。对外担保指公司为债务人债务提供担保的行为，包括保证、抵 押、质押等多种形式，涵盖借款担保、银行开立信用证和银行承兑汇票担保、开具保函的担保等种类， 也包括公司为控股子公司提供的担保。 公司提供担保遵循合法、审慎、互利、安全原则。股东会和董事会是决策机构，未经批准不得对外担 保，控股子公司未经公司批准也不得对外或相互提供担保。公司出现合并报表范围变更等情况形成关联 担保时，需履行审议程序和披露义务，否则应采取措施避免违规。 对外担保决策权限分层管理。公司可为满足一定条件单位提供担保，不符合条件但风险小经审议也可担 保。担保管理涉及多部门，财务总监及其下属财务部初审及日常管理，董事会秘书复核并组织审批和披 露。 制度明确了需股东会审批的担保情形，如公司及控股子公司对外担保总额达或超公司最近一期经审计净 资产50%后的担保等多种情况。股东会审议部分担保事项需出席股东所持表决权三分之二以上通过。除 须股东会审议之外的对外担保由董事会审批，董事会审批需出席会议三分之二以上董事审 ...