Core Viewpoint - The document outlines the external guarantee system of Suzhou Electrical Appliance Research Institute Co., Ltd, aiming to regulate external guarantee behaviors, control risks, and protect financial safety and investors' rights. Group 1: General Principles - The company establishes this system to standardize external guarantee behaviors and effectively control risks [1] - External guarantees include providing guarantees, mortgages, pledges, or other forms for third parties, including subsidiaries [1] - Guarantees must adhere to principles of prudence, equality, voluntariness, and integrity [1] Group 2: Conditions for Providing Guarantees - The board of directors must thoroughly investigate the financial and operational status of the guaranteed party before approving guarantees [2] - Guarantees for related parties must have reasonable commercial logic and be disclosed promptly after board approval [2] - Other shareholders of subsidiaries must provide equal guarantees or counter-guarantees proportionate to their investment [2] Group 3: Approval Process - External guarantees require approval from the board of directors or shareholders' meeting [3] - The finance department manages guarantee applications and conducts preliminary reviews [3] - Relevant documents must accompany guarantee applications submitted to the board [3] Group 4: Disclosure Requirements - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require board and shareholder approval [3] - The board must approve guarantees exceeding 10% of the latest audited net assets or those for shareholders and related parties [4] Group 5: Risk Management and Execution - The finance department is responsible for daily management of guarantees and must report any significant changes in the guaranteed party's repayment ability [8] - If a guaranteed debt needs extension, it is treated as a new guarantee requiring re-approval [6] - The company must pursue recovery from the guaranteed party if it assumes guarantee responsibilities [8] Group 6: Information Disclosure - The company must disclose guarantee matters promptly if the guaranteed party fails to repay within 15 trading days or faces bankruptcy [26] - All relevant documents regarding guarantees must be submitted to the board secretary [27] Group 7: Responsibilities - All directors must strictly review guarantee matters according to the system and bear legal responsibility for any violations [29] - Management personnel who exceed their authority in approving guarantees may face legal consequences if losses occur [30]

Summary of Key Points Core Viewpoint - The company has approved a guarantee for its subsidiaries totaling up to RMB 8.765 billion, with specific allocations based on their debt ratios, to support their financial activities and operations [1][2]. Group 1: Guarantee Overview - The company will provide a total guarantee of up to RMB 87.65 billion for certain subsidiaries, with RMB 58.25 billion allocated to subsidiaries with a debt ratio exceeding 70% and RMB 29.4 billion to those below 70% [1]. - The guarantee period is effective from the approval date at the 2024 annual general meeting until the next annual general meeting [1]. Group 2: Guarantee Adjustment - The company has adjusted the guarantee allocation, transferring RMB 5 million from one subsidiary to another while maintaining the total guarantee limit [2][3]. - The adjustment complies with the principles approved by the shareholders' meeting [2]. Group 3: Subsidiary Financials - Wuhan Chaoking Smart Technology Co., Ltd., a subsidiary, has a total asset of RMB 70.74 million and total liabilities of RMB 31.88 million as of March 31, 2025 [6]. - The subsidiary reported a net profit of RMB 4.06 million for the first quarter of 2025, compared to RMB 8.13 million for the entire year of 2024 [6]. Group 4: Company Control and Risk Management - The company holds a controlling interest in Wuhan Chaoking Smart Technology, allowing it to effectively supervise and manage its operations [7]. - The company has a total external guarantee balance of RMB 4.765 billion, which is 207.72% of the latest audited net assets attributable to the parent company [8].

Core Viewpoint - The South Black Sesame Group Co., Ltd. received a warning letter from the Guangxi Securities Regulatory Bureau due to issues related to non-operating fund occupation and improper external guarantees, indicating regulatory compliance failures [1][2][3][4]. Group 1: Non-operating Fund Occupation - The company failed to disclose non-operating fund occupations by its controlling shareholder and related parties in a timely manner, violating several regulatory guidelines [1]. - The controlling shareholder, Guangxi Black Five Food Group Co., Ltd., and related parties were found to have occupied funds without proper disclosure [1]. Group 2: Improper External Guarantees - In September 2020, the company provided a guarantee for a loan of 505 million yuan to Nanning Children's Hospital using its stake in Guangxi Guotai Traditional Chinese Medicine Investment Co., Ltd. without timely disclosure [2]. - The company did not follow the required procedures for external guarantees, which is against regulatory requirements [2]. Group 3: Governance Issues - The company exhibited governance irregularities, including improper roles in shareholder meetings and lack of written records for board meetings [4]. - Key executives, including the chairman and general manager, were identified as directly responsible for these violations [4]. Group 4: Response and Remediation - The company acknowledged the issues raised in the warning letter and committed to taking corrective actions, including submitting a written rectification report within 30 days [5]. - The company plans to enhance its internal governance mechanisms and improve compliance with relevant laws and regulations [5]. Group 5: Current Operations - The company stated that its current production and operational activities remain normal and that the warning letter will not affect its management [6]. - The company emphasized its commitment to fulfilling information disclosure obligations and improving the quality of disclosures [6].

Summary of Key Points Core Viewpoint - The company, Weili Environmental Technology Group Co., Ltd., is providing a guarantee for its subsidiary, Nanjing Dole Refrigeration Equipment Co., Ltd., to secure a credit facility of 9.5 million RMB from China Bank, with the company guaranteeing 8.5 million RMB of this amount, reflecting its 89.8279% ownership stake in the subsidiary [1][4]. Group 1: Guarantee Overview - The company’s board approved the guarantee for Nanjing Dole Refrigeration to support its operational funding, which is essential for the subsidiary's stability [4]. - The guarantee is structured as a joint liability guarantee, with the company covering 8.5 million RMB and other shareholders covering the remaining amount [3][4]. Group 2: Financial Data of the Subsidiary - As of March 31, 2025, Nanjing Dole Refrigeration reported total assets of 492.02 million RMB and total liabilities of 270.08 million RMB, resulting in net assets of 221.94 million RMB [3]. - The subsidiary's revenue for the first quarter of 2025 was 56.41 million RMB, with a net profit of 4.56 million RMB, showing a recovery from a net loss of 20.54 million RMB in 2024 [3]. Group 3: Board's Opinion - The board believes that the guarantee will not harm the company's or shareholders' interests and is within the company's risk management capabilities [4]. - The total approved guarantee amount by the company and its subsidiaries is 1.11 billion RMB, which is 40.16% of the company's audited net assets as of the end of 2024 [4][5]. Group 4: Compliance and Reporting - The guarantee complies with relevant regulations and guidelines, ensuring proper governance and oversight [4]. - The company has no overdue guarantees or violations as of the announcement date, indicating a stable financial management environment [5].

证券代码：301268 证券简称：铭利达 公告编号：2025-069 债券代码：123215 债券简称：铭利转债 深圳市铭利达精密技术股份有限公司 本公司及董事会全体成员保证公告内容真实、准确和完整，不存在任何虚 假记载、误导性陈述或者重大遗漏。 特别风险提示： 截至本公告披露日，公司及控股子公司对外提供担保总额为41.68亿元，占 公司2024年经审计净资产的比例为218.91%，请广大投资者充分关注担保风险。 一、担保情况介绍 深圳市铭利达精密技术股份有限公司（以下简称"公司""铭利达"）于 议，于2025年5月23日召开2024年年度股东大会，审议通过了《关于公司及子公 司申请综合授信并提供担保的议案》，同意公司及子公司向金融机构及其他非金 融机构申请融资不超过人民币60.00亿元（具体融资类型、金额、期限、利率等 以上述机构最终审批为准），公司及各子公司之间提供担保，担保方式为连带责 任保证担保、抵押担保、质押担保等，担保金额不超过60.00亿元。上述授信事 项自2024年年度股东大会审议通过之日起至2025年年度股东大会召开之日前有 效，授信额度及担保额度在有效期内可循环使用，公司董事会提请股东大会 ...