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对外担保管理
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宣亚国际: 《对外担保管理制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 12:12
Core Viewpoint - The document outlines the external guarantee management system of Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing the need for internal control, risk prevention, and compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The company aims to strengthen internal control over external guarantee business and standardize guarantee behavior to prevent risks [1]. - The external guarantee management system applies to the company and its controlling subsidiaries, requiring approval from the shareholders' meeting or board of directors for any external guarantees [2][3]. Group 2: Guarantee Conditions - The finance department is responsible for handling guarantee business, ensuring personnel are qualified and knowledgeable about relevant laws and regulations [5][6]. - Prior to signing a guarantee contract, a letter of intent must be drafted, accompanied by necessary documentation [7]. Group 3: Approval Process - Guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% require board and shareholder approval [4][5]. - Independent directors may hire accounting firms to verify the company's guarantee situation if necessary [5][6]. Group 4: Risk Management - The board must assess the financial status and creditworthiness of the guaranteed party, ensuring compliance and risk control measures are in place [6][7]. - The company only accepts specific assets as collateral and must register or notarize these assets as required by law [7][8]. Group 5: Legal Responsibilities and Disclosure - The company must adhere strictly to the established system, with penalties for violations based on the severity of the situation [9][10]. - Timely disclosure of guarantees is required, including total amounts and any significant changes in the guaranteed party's financial situation [10][11].
杰美特: 对外担保管理制度(2025.07)
Zheng Quan Zhi Xing· 2025-07-18 11:24
General Principles - The company establishes an external guarantee management system to protect investors' interests and control external guarantee risks, ensuring asset safety and promoting stable development [2][3] - The system applies to the company and its wholly-owned and controlling subsidiaries [2] Definition and Scope of Guarantees - External guarantees refer to the company providing guarantees, asset pledges, and other forms of security for other entities or individuals, including guarantees for subsidiaries [2] - The company will not provide guarantees for its own debts or those of its subsidiaries [2] Principles and Management of Guarantees - The company will adhere to principles of equality, voluntariness, integrity, mutual benefit, and safety in providing guarantees, strictly controlling guarantee risks [2] - Guarantees will be managed uniformly, and branches are prohibited from providing external guarantees without approval [2] Approval Process for Guarantees - The company must assess the credit status of the guarantee applicant and analyze the benefits and risks before deciding on a guarantee [10] - The board of directors must thoroughly understand the financial and operational status of the guarantee applicant before approving any guarantee [12][13] Risk Control Measures - The company will require counter-guarantees from the guarantee applicant to mitigate risks and will assess the actual guarantee capacity of the counter-guarantee provider [7][10] - Guarantees exceeding 10% of the company's latest audited net assets require board approval before submission to the shareholders' meeting [19][20] Information Disclosure - The company must disclose information regarding guarantees, including total external guarantees and guarantees provided to subsidiaries, in accordance with regulatory requirements [38][39] - Any department involved in external guarantees must report to the board secretary to ensure timely information disclosure [39][40] Responsibilities and Penalties - Individuals responsible for guarantees must be held accountable for any losses resulting from violations of the guarantee management system [41][42] - The company will impose economic penalties or disciplinary actions on responsible parties who fail to perform their duties correctly [44][46]
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]
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].