对外担保决策制度

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弘元绿能: 对外担保决策制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
General Principles - The purpose of the external guarantee decision-making system is to protect investors' rights, regulate external guarantee behavior, control risks, and promote the company's stable development [1] - External guarantees refer to the company providing guarantees for the debts of others, including guarantees for its subsidiaries [1][2] - All external guarantees must be managed uniformly by the company and require approval from the board of directors or shareholders' meeting [2] Principles of External Guarantees - The company must adhere to principles of prudence, equality, care, safety, voluntariness, integrity, and compensation when providing guarantees [2] - Independent directors are required to provide special reports on the company's external guarantees in the annual report [2] Conditions for Providing Guarantees - The board of directors must review the financial status, operational conditions, and creditworthiness of the guaranteed party before making a decision [3] - The applicant for a guarantee must submit a guarantee application detailing the debt situation, risk assessment, and necessary documentation [3][4] Approval Process - The finance department is responsible for the initial review of guarantee applications and must submit findings in writing [4][5] - Guarantees exceeding certain thresholds, such as 50% of the latest audited net assets or 30% of total assets, require shareholder approval [5][6] Execution and Risk Management - Written guarantee contracts must be established after approval, and the finance department is responsible for daily management of guarantees [7][8] - The company must monitor the financial status of the guaranteed party and take necessary actions if there are significant changes [8][9] Information Disclosure - Relevant documents regarding external guarantees must be submitted to the board of directors in a timely manner [10] - Information disclosure must comply with the listing rules and the company's information disclosure management system [10] Responsibilities of Personnel - All directors must strictly review external guarantee matters according to the system and bear joint liability for any losses caused by violations [10][11] - Management personnel who exceed their authority in approving guarantees may face legal consequences if losses occur [11][12] Miscellaneous - The external guarantee system applies to the company's subsidiaries as well [12] - The system becomes effective upon approval by the board of directors and shareholders' meeting [12][13]
东方环宇: 东方环宇对外担保决策制度
Zheng Quan Zhi Xing· 2025-08-26 09:17
对外担保决策制度 新疆东方环宇燃气股份有限公司(股票代码:603706) 对外担保决策制度 新疆东方环宇燃气股份有限公司 对外担保决策制度 新疆东方环宇燃气股份有限公司(股票代码:603706) 对外担保决策制度 新疆东方环宇燃气股份有限公司 第三条 公司全体董事及高级管理人员应审慎对待和严格控制对外担保产 生的债务风险。 第四条 公司为控股股东、实际控制人及其关联方提供担保的,控股股东、 实际控制人及其关联方应当提供反担保。 第五条 本制度适用于公司及公司控股子公司。 第一章 总则 第一条 为规范新疆东方环宇燃气股份有限公司(以下简称公司)对外担保 管理,控制公司经营风险,根据《中华人民共和国公司法》、《中华人民共和国 证券法》、《中华人民共和国担保法》并参照《上海证券交易所股票上市规则》 (以下简称《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《新疆东方环宇燃气股 份有限公司章程》(以下简称《公司章程》)的规定的有关规定,特制订本制度。 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。 第二章 对外担保 ...
鼎信通讯: 鼎信通讯对外担保决策制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 19:12
General Principles - The external guarantee decision system is established to regulate Qingdao Dingxin Communication Co., Ltd.'s external guarantee behavior, prevent guarantee risks, and ensure stable operations [2] - External guarantees refer to the company providing guarantees for debts incurred by third parties, including guarantees for subsidiaries [2][3] - The system applies to the company and all its wholly-owned subsidiaries, holding subsidiaries, and holding sub-subsidiaries [2] Decision Authority for External Guarantees - External guarantee matters must be reviewed by the board of directors or shareholders' meeting, and guarantees cannot be provided without approval [3][4] - Guarantees exceeding 10% of the latest audited net assets or 50% of total external guarantees require board and shareholder approval [3][4] - Shareholders related to the guarantee must abstain from voting on the relevant proposals [4] Application and Review Procedures - The company must assess the credit status of the guaranteed party and evaluate the benefits and risks before deciding on a guarantee [5][6] - The finance department is responsible for the initial review and daily management of external guarantees [5][6] - A multi-level review system is implemented, involving various departments to ensure compliance and risk assessment [6][7] Daily Management and Risk Control - Written guarantee contracts must be established, and the finance department is responsible for the registration and management of all external guarantees [9][10] - Continuous monitoring of the guaranteed party's financial status is required, and any significant adverse changes must be reported to the board [10][11] - If the guaranteed party defaults, the company must initiate recovery procedures immediately [10][11] Disclosure Obligations - The company must disclose external guarantee information in accordance with the Shanghai Stock Exchange rules, including total guarantees and their proportions relative to the latest audited net assets [9][11] - Timely disclosure is required if the guaranteed party fails to fulfill repayment obligations or faces bankruptcy [11] Implementation and Effectiveness - The system becomes effective upon approval by the shareholders' meeting, and the previous external guarantee decision system is automatically abolished [11]
露笑科技: 露笑科技股份有限公司对外担保决策制度(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-08-14 16:03
General Principles - The company establishes a decision-making system for external guarantees to protect investors' rights and ensure financial safety, in accordance with relevant laws and regulations [1][2] - External guarantees are managed uniformly by the company, requiring board or shareholder approval for any guarantee contracts [2][3] Types of Guarantees - Guarantees include various forms such as loan guarantees, bank acceptance bills, and commercial acceptance bills [2] - The company requires counterparties to provide counter-guarantees, which can include mortgages or pledges [3] Approval and Disclosure - The financial department is responsible for managing guarantee contracts, requiring applications and documentation from the parties seeking guarantees [4][5] - Guarantees exceeding certain thresholds, such as 10% of the latest audited net assets, must be approved by the board and shareholders [5][6] Risk Management - The company must continuously monitor the financial status and repayment ability of the guaranteed parties, taking action if significant deterioration occurs [8][11] - In cases of default or bankruptcy of the guaranteed party, the company must initiate recovery procedures and inform the board [11][12] Contractual Obligations - Guarantee contracts must clearly outline the principal debt, obligations, and rights of all parties involved [9][10] - Any modifications or extensions to guarantee contracts must follow the original approval process [10][11] Responsibilities and Compliance - The board is responsible for regularly reviewing the company's guarantee activities and addressing any violations promptly [14] - Individuals who violate laws or company policies regarding guarantees may face disciplinary actions [14]
华映科技对外担保决策制度:严格规范担保行为
Jin Rong Jie· 2025-06-27 13:29
Core Viewpoint - The announcement by Huaying Technology (Group) Co., Ltd. outlines a new external guarantee decision-making system aimed at enhancing internal control over external guarantee activities, thereby reducing operational risks and protecting the rights of the company, shareholders, and other stakeholders [1][2]. Group 1: External Guarantee System - The external guarantee system is based on multiple legal and regulatory documents, including the Company Law and Securities Law, as well as the company's articles of association [1]. - External guarantees include various forms such as loan guarantees and bank letters of credit, and must adhere to principles of legality, prudence, mutual benefit, and safety [1]. - Any individual is prohibited from signing relevant documents on behalf of the company without approval from the board of directors or shareholders [1]. Group 2: Approval Process - The shareholders' meeting serves as the highest decision-making body, while the board of directors exercises decision-making authority within the scope authorized by the shareholders' meeting [2]. - For external guarantees, a majority of the entire board must approve, with at least two-thirds of the attending directors required to agree [2]. - Different types of external guarantees must be approved by either the board of directors or the shareholders' meeting as per regulations [2]. Group 3: Risk Management and Compliance - Written guarantee contracts and counter-guarantee contracts must be established, clearly outlining relevant terms [2]. - Detailed regulations are in place regarding risk management, information disclosure, and responsibilities of related parties to ensure compliance and controllability of external guarantee activities [2].
大族激光2025年修订对外担保决策制度,明确多项担保规定
Jin Rong Jie· 2025-06-26 00:25
Core Points - The announcement by Dazhong Laser Technology Industry Group Co., Ltd. outlines the revised external guarantee decision-making system, emphasizing compliance with relevant laws and the company's strategic needs [1][2] - The decision-making process requires approval from the board of directors or shareholders for external guarantees, particularly for significant amounts or specific conditions [1][2] Group 1 - The external guarantee decision-making basis includes the Company Law and Civil Code of the People's Republic of China, along with resolutions from the shareholders' meeting or board of directors [1] - Guarantees for controlling shareholders, actual controllers, and their related parties require counter-guarantees [1] - The shareholders' meeting has approval authority for guarantees exceeding 50% of the latest audited net assets or 30% of total assets, among other specified conditions [1] Group 2 - Prior to board or shareholder meetings, relevant departments must report on the debtor's credit status, and related shareholders or directors must abstain from voting [2] - Written contracts for external guarantees must be established and properly maintained, with timely disclosures made according to regulations [2] - The system clarifies the definitions of "external guarantee" and outlines the authority for interpretation and approval [2]