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达利凯普: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-10 12:10
Core Viewpoint - The article outlines the external guarantee management system of Dalian Dali Kape Technology Co., Ltd., emphasizing the need for strict control over debt risks associated with external guarantees to promote healthy and stable company development [1][2]. Chapter Summaries Chapter 1: General Provisions - The system is established to regulate the company's external guarantee behavior and control asset operation risks [1]. - External guarantees refer to guarantees provided by the company for others, including subsidiaries [1]. - All directors and senior management must prudently manage and strictly control the debt risks arising from external guarantees [1]. Chapter 2: Approval Authority - Any external guarantee must be approved by more than two-thirds of the attending directors at a board meeting [2]. - Certain guarantees require shareholder meeting approval, including those exceeding 10% of the latest audited net assets or 50% of total assets [2]. - Guarantees for shareholders or related parties must exclude the participation of the concerned shareholder in the voting process [2]. Chapter 3: Objects and Procedures - The guaranteed party must have normal operations and financial conditions without significant risks [3]. - The company’s financial department is responsible for conducting a thorough credit assessment of the guaranteed party [3][4]. Chapter 4: Counter-Guarantee - The company must require a counter-guarantee from the guaranteed party, which must be recognized by the board [5][6]. - The counter-guarantee must correspond to the amount of the guarantee provided [5]. Chapter 5: Risk Management - The company must monitor the financial and operational status of the guaranteed party during the guarantee period [6]. - If the guaranteed party fails to perform, the company should initiate counter-guarantee recovery procedures immediately [6][7]. Chapter 6: Supplementary Provisions - The provisions of this system must align with national laws and the company’s articles of association [8]. - The system is effective upon approval by the shareholder meeting and is interpreted by the board of directors [8].
*ST星光: 对外担保管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-09 16:25
Core Points - The document outlines the external guarantee management system of Guangdong Star Development Co., Ltd, aiming to protect investors' rights and prevent risks associated with external guarantees [2][3] - The system requires approval from two-thirds of the board of directors or the shareholders' meeting for external guarantees, emphasizing the need for risk assessment and information disclosure [3][4] - The company must ensure that any external guarantees are backed by sufficient collateral and that the counterparties have the ability to fulfill their obligations [3][9] Chapter Summaries Chapter 1: General Principles - The external guarantee refers to the company providing guarantees for others, including subsidiaries [2] - The company must adhere to legal and regulatory requirements, including the Company Law and relevant stock exchange rules [2][3] Chapter 2: Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific criteria, such as having strong repayment capabilities [9][10] - Guarantees can be provided even if the entity does not meet the criteria, provided there is a two-thirds majority approval from the board or shareholders [10] Chapter 3: Approval Procedures for Guarantees - External guarantees must be approved by the board of directors or shareholders, with specific thresholds for when shareholder approval is required [16][17] - The board must conduct thorough assessments of the creditworthiness of the guarantee applicants before approval [11][12] Chapter 4: Management of External Guarantees - The finance department is responsible for managing guarantees, including conducting credit investigations and ensuring compliance with approval processes [28][29] - Legal personnel must review all related documents and handle any legal disputes arising from guarantees [30][31] Chapter 5: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with regulatory requirements [40][41] - Any significant changes in the repayment status of guaranteed entities must be reported promptly [42][43] Chapter 6: Responsibilities of Related Personnel - The company holds personnel accountable for any breaches of the guarantee management system, with potential disciplinary actions for violations [44][45] - Individuals who fail to perform their duties, resulting in losses to the company, may face penalties [46][47] Chapter 7: Supplementary Provisions - The document specifies that any terms not covered will be governed by relevant laws and regulations [50][51] - The board of directors is responsible for interpreting and amending the management system [52]
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 ...
中兴商业: 对外担保管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 13:15
General Principles - The company establishes a management system for external guarantees to regulate its guarantee behavior and prevent risks, ensuring asset safety in accordance with relevant laws and regulations [1] - External guarantees refer to the company providing guarantees for debts owed by third parties, including guarantees for its controlling subsidiaries [1] Decision-Making Authority - External guarantee matters must be reviewed by the board of directors or the shareholders' meeting, requiring a majority approval from attending directors and a two-thirds majority for certain cases [2][3] - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total guarantees require shareholders' meeting approval [3] Application and Review Process - The finance department is responsible for receiving and reviewing guarantee applications, which must be submitted at least 30 working days in advance [4][5] - The company must assess the creditworthiness of the guaranteed party and ensure compliance with legal and policy requirements before granting guarantees [4][5] Daily Management of Guarantees - The finance department manages the daily operations of external guarantees, ensuring proper documentation and compliance with approval processes [6][7] - The company must monitor the financial status of guaranteed parties and take necessary actions if their conditions deteriorate [6][7] Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with stock exchange rules and company regulations [8] - Any department involved in guarantee matters must report to the board secretary to ensure timely information disclosure [8] Responsibilities of Related Personnel - The board of directors has the authority to impose penalties on personnel responsible for unauthorized guarantees that harm the company's interests [9][10] - Personnel who engage in fraudulent activities or negligence leading to losses for the company may face disciplinary actions and financial liability [10]
奥比中光科技集团股份有限公司 第二届董事会第十六次会议决议公告
Group 1 - The company held its 16th meeting of the second board of directors on July 7, 2025, with all 10 directors present, and the meeting was conducted in accordance with legal regulations [2] - The board approved the amendment of the company's articles of association, which included the completion of the second vesting period of the 2022 restricted stock incentive plan, resulting in an increase in total shares from 400,001,000 to 401,099,840 [3][23] - The board also approved amendments to the external investment management system, external guarantee management system, and related party transaction decision-making system [4][6][8] Group 2 - The company announced the implementation results of its share repurchase plan, which was approved on April 8, 2025, allowing for the repurchase of shares at a price not exceeding 97.00 yuan per share, with a total repurchase fund between 20 million and 40 million yuan [14] - As of the announcement date, the company had repurchased a total of 403,622 shares, accounting for 0.10% of the total share capital, with a maximum repurchase price of 53.50 yuan per share and an average price of 49.62 yuan per share [15][16] - The repurchased shares will be stored in a special securities account and will not enjoy voting rights or other shareholder rights until sold [22] Group 3 - The company initiated a lawsuit against Shenzhen Guangjian Technology Co., Ltd. for patent infringement, seeking compensation of 50 million yuan for damages and 250,000 yuan for legal fees, totaling 50.25 million yuan [28][31] - The lawsuit has been accepted by the court but has not yet gone to trial, and the company asserts that this action will not affect its normal operations [29][30]
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
第三条 本制度所称对外担保是指公司(含公司所属各级子公司,下同)以 自有资产或信用为他人提供的保证、抵押或质押,包括公司为所属子公司提供的 担保。本制度所称对外担保总额是指包括公司对所属子公司担保在内的公司对外 担保总额与公司所属子公司对外担保总额之和。 第四条 公司对外担保实行统一管理,包括公司的子、分公司或分支机构未 经公司董事会或股东会批准,不得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。 第五条 公司对外担保应当遵循平等、自愿、公平、诚信、互利的原则,严 格控制担保风险。 山东华鹏玻璃股份有限公司 对外担保管理制度 山东华鹏玻璃股份有限公司 对外担保管理制度 第一章 总则 第一条 为规范山东华鹏玻璃股份有限公司(以下简称"公司")的对外担保 行为,保护投资者的合法权益,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》《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》等有关法律、法规、规范性文件及《公司章程》 等规定,结合本公司实际情况,制定本制度。 第二条 本制度适 ...
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
第一章 总则 成都运达科技股份有限公司 第一条 为保护投资者的合法权益,规范公司对外担保行为,有效防范公 司对外担保风险,根据《中华人民共和国公司法》、《中华人民共和国担保法》、 《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》、《深 圳证券交易所创业板股票上市规则》等法律、法规、规范性文件以及《成都运达 科技股份有限公司章程》(以下简称《公司章程》)的规定,结合公司实际情况, 制定本制度。 第二条 本制度所称对外担保,是指公司为他人,包括公司对控股子公司 提供的保证、抵押或质押及其他方式的担保。本制度所称"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。具体种类包括但不限于借款担保、银行承 兑汇票保证及商业承兑汇票保证等。 第二章 被担保对象的审查 第四条 公司可以为具有独立法人资格并具有以下条件之一的单位或个人 提供担保: (一)因公司业务需要的互保单位或个人; (二)与公司具有重要业务关系的单位或个人; (三)公司控股子公司及其他有控制关系的单位或个人。 以上单位或个人必须同时具有较强的偿债能力,并符合本 ...
豪鹏科技: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-02 16:25
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 decision-making bodies for external guarantees are the shareholders' meeting and the board of directors, requiring approval before any guarantees can be provided [1][2][3] - The company must disclose external guarantee matters promptly after board approval, with specific thresholds for shareholder approval based on the amount of the guarantee relative to the company's audited net assets [2][3][4] Summary by Sections General Provisions - The external guarantee refers to the company and its subsidiaries providing guarantees based on the principles of fairness, voluntariness, and mutual benefit [1] - The system is applicable to the company and its controlling subsidiaries [1] Approval Authority for External Guarantees - External guarantees must be approved by the board of directors and disclosed in a timely manner [2] - Specific conditions require shareholder meeting approval, such as guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of the latest audited net assets [2][3] Related Party Guarantees - Guarantees provided to related parties must be approved by a majority of non-related directors and require shareholder meeting approval regardless of the amount [3] - If a related party is involved, they must provide counter-guarantees [3] Guarantee Application and Review Procedures - The investment and financing management department is responsible for receiving and reviewing guarantee applications, ensuring the creditworthiness of the guaranteed party [12][13] - The board secretary must conduct compliance reviews within three working days of receiving the application [15] Guarantee Contracts and Counter-Guarantee Contracts - Written contracts must be established for external guarantees, detailing the rights, obligations, and liabilities of all parties involved [19][20] - The investment and financing management department must manage and maintain all related documentation accurately [9][24] Daily Management and Risk Control of Guarantees - The investment and financing management department is tasked with the daily management of guarantees, including monitoring the financial status of guaranteed parties [25][26] - The company must take prompt action if a guaranteed party fails to meet their debt obligations [27] Disclosure of Guarantee Information - The company is required to disclose external guarantee information in accordance with relevant regulations and company bylaws [28][29] - Timely disclosure is mandated if a guaranteed party defaults or faces insolvency [32] Accountability - Violations of the guarantee management system may result in disciplinary actions against responsible individuals [34][35] - The company holds the right to pursue compensation for losses incurred due to unauthorized guarantees [36][37]
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]