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对外担保制度
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德明利: 对外担保制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Viewpoint - The external guarantee system of Shenzhen Demingli Technology Co., Ltd. aims to standardize the company's external guarantee behavior, protect investors' rights, and reduce operational risks [1][2]. Group 1: General Principles - The external guarantee refers to the company providing guarantees, mortgages, or pledges for others, including its subsidiaries [1]. - The total amount of external guarantees includes both the company's and its subsidiaries' guarantees [1]. - The company must comply with relevant laws and regulations, including the Company Law and the Shenzhen Stock Exchange's rules [1]. Group 2: Approval and Review Process - All directors and senior management must treat external guarantees with caution and strictly control associated risks [2]. - External guarantees must be approved by the shareholders' meeting or the board of directors according to the company's articles of association [2][3]. - The financial department is responsible for reviewing the credit status and risk of the applicant for guarantees [5][12]. Group 3: Risk Management - The financial department must regularly check the guarantee behaviors of the company and its subsidiaries [2][12]. - The company must take effective measures to minimize losses if the financial status of the guaranteed party deteriorates significantly [10][13]. - If the guaranteed party fails to fulfill obligations, the company must initiate recovery procedures promptly [14][15]. Group 4: Responsibilities and Penalties - The company must disclose all external guarantee matters to the auditors [36]. - In case of violations, the company must take corrective actions and hold responsible personnel accountable [37][39]. - Relevant personnel who fail to perform their duties may face penalties or legal consequences [39].
德尔未来明确对外担保制度,严控担保风险
Jin Rong Jie· 2025-08-30 19:27
Core Viewpoint - The company has established a comprehensive external guarantee system to protect the interests of shareholders and investors, regulate external guarantee behaviors, and control asset operation risks [1][2]. Summary by Relevant Sections External Guarantee System - The external guarantee system applies to the company and its subsidiaries, covering guarantees for subsidiaries in forms such as guarantees, mortgages, and pledges [1]. - Guarantees must follow strict principles and procedures, requiring approval from the board of directors or shareholders' meeting [1]. Approval Procedures - Different guarantee amounts and situations require varying levels of approval; guarantees exceeding 10% of the latest audited net assets must be approved by the shareholders' meeting [2]. - All guarantees for related parties, regardless of amount, must be approved by both the board of directors and the shareholders' meeting [2]. Risk Control Measures - The company emphasizes risk control during the guarantee process, including contract management and requiring the guaranteed entity to open a joint account and provide effective asset collateral [2]. - The company will monitor the guaranteed entity during the guarantee period and take action if repayment obligations are not met, including executing counter-guarantee measures [2]. - The establishment of this external guarantee system is expected to enhance internal monitoring, improve management mechanisms for guarantee matters, and reduce potential losses, promoting healthy and stable company development [2].
华光新材: 华光新材对外担保制度
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Points - The article outlines the external guarantee system of Hangzhou Huaguang Welding New Materials Co., Ltd, aiming to standardize external guarantee behaviors, protect investor rights, and ensure company asset safety [2][3] Summary by Sections General Principles - The external guarantee system is established based on relevant laws and regulations, including the Company Law and the Shanghai Stock Exchange rules [2] - External guarantees refer to various forms of guarantees provided by the company and its subsidiaries, including loan guarantees and bank acceptance guarantees [2][3] Management and Approval of External Guarantees - The company must adhere to principles of legality, prudence, mutual benefit, and safety when providing external guarantees [3] - All external guarantees require approval from the board of directors or shareholders' meeting [6][12] - The finance department is responsible for managing external guarantees and must report relevant situations to the audit committee and board of directors [9][10] Risk Assessment and Documentation - The finance department must evaluate the credit status and risks of the entities requesting guarantees [13][14] - A comprehensive assessment report must be prepared before any guarantee is approved, including the financial status and operational conditions of the applicant [14][15] Disclosure Obligations - The company is required to disclose information regarding external guarantees in accordance with the Shanghai Stock Exchange rules and other legal requirements [27][28] - Any significant changes in the status of the guaranteed entities must be reported promptly [30][31] Responsibilities and Penalties - Individuals responsible for the management of guarantees may face penalties for negligence or unauthorized actions that lead to company losses [32][33] - The company must provide complete information about all external guarantees to the auditors [32]
三六零: 三六零安全科技股份有限公司对外担保决策制度
Zheng Quan Zhi Xing· 2025-08-26 16:35
Core Points - The company has established a decision-making system for external guarantees to manage and mitigate guarantee risks, ensuring asset safety in compliance with relevant laws and regulations [1][2][3] - The company emphasizes the importance of prudent, equal, mutually beneficial, voluntary, and honest principles in providing external guarantees [1][2] - The financial center is responsible for the daily management of external guarantees and must report any evidence of the guarantor's potential inability to fulfill obligations to the board of directors [2][3] Summary by Sections General Principles - The external guarantee refers to the company and its subsidiaries providing guarantees, pledges, or other forms of security for third parties, including guarantees for subsidiaries [1] - The total amount of external guarantees includes those provided by the company and its subsidiaries [1] Conditions for External Guarantees - External guarantees must be documented in written contracts and comply with legal and regulatory requirements [2] - The company should only provide general guarantees and strictly control joint liability guarantees [2][3] - A thorough analysis of the credit status of the guaranteed party is required before providing guarantees [2][3] Approval Process for External Guarantees - External guarantees must be approved by the board of directors or shareholders, with specific thresholds for when shareholder approval is required [3][4] - The board must conduct a comprehensive review of the financial and operational status of the guaranteed party before making a decision [4][5] Execution and Risk Management - The financial center is responsible for managing guarantee contracts and must take necessary measures if the guaranteed party shows signs of financial distress [10][20] - The company must monitor the financial status of the guaranteed party and report any significant changes to the board [25][30] Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant laws and regulations [11][32] - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or experiences significant financial difficulties [34][39] Responsibilities of Personnel - All directors and senior management must adhere to the established procedures for reviewing external guarantees and may be held liable for any losses resulting from violations [41][42] - The company can impose penalties on personnel who fail to follow the established procedures, even if no actual loss occurs [43]
清溢光电: 对外担保制度
Zheng Quan Zhi Xing· 2025-08-25 17:05
Core Viewpoint - The document outlines the external guarantee system of Shenzhen Qingyi Optoelectronics Co., Ltd, emphasizing the management, control, and risk reduction of external guarantees to ensure asset safety [1][2]. Chapter 1: General Principles - The company establishes this system based on relevant laws and regulations to manage external guarantees and mitigate risks [1]. - External guarantees refer to the company providing guarantees, mortgages, or pledges for debts of third parties, with the company assuming responsibility if the debtor defaults [1]. - External guarantees require approval from the board of directors or shareholders, and branches or subsidiaries cannot provide guarantees without such approval [1][2]. Chapter 2: Approval Authority and Procedures - External guarantees must adhere to principles of legality, prudence, mutual benefit, and safety [2]. - The company primarily provides guarantees for wholly-owned or controlling subsidiaries, and total guarantees should not exceed the net assets of the guaranteed entity [2]. - The board of directors or shareholders must review and approve guarantee requests, especially if the guaranteed entity has significant legal or financial issues [4][5]. Chapter 3: Daily Management of External Guarantees - The finance department is responsible for the daily management of external guarantees, including credit investigations and contract approvals [8]. - Continuous monitoring of the guaranteed entity's financial status is required, with actions taken if the entity shows signs of default [9]. Chapter 4: Accountability - Directors and managers who violate the guarantee system may face legal consequences for damages caused to the company [26][27]. Chapter 5: Supplementary Provisions - The document specifies that terms like "above" and "over" include the stated number, while "below" does not [29]. - Any amendments to the system must be proposed by the board of directors [31].
双元科技: 对外担保制度
Zheng Quan Zhi Xing· 2025-08-25 16:23
Core Points - The document outlines the external guarantee system of Zhejiang Shuangyuan Technology Co., Ltd, aiming to strengthen management and control operational risks [1][2] - The system specifies that external guarantees must be approved by the board of directors or shareholders' meeting, with detailed criteria for when such approvals are necessary [2][3] Group 1: General Provisions - The external guarantee refers to the company providing guarantees for debts owed by third parties, including subsidiaries [1] - The management of external guarantees involves a multi-layered review process, with the finance department responsible for initial reviews and daily management [1][2] Group 2: Approval Process - External guarantees require board or shareholder approval, with specific thresholds for when shareholder approval is mandatory, such as guarantees exceeding 10% of the latest audited net assets [2][3] - Guarantees for related parties must be approved by a majority of non-related directors and cannot involve related shareholders in the voting process [3][4] Group 3: Application and Review Procedures - The finance department is responsible for receiving guarantee applications, which must include detailed information about the applicant and the debt [5][6] - The board of directors must carefully evaluate the risks associated with the guarantees and may seek external assessments if necessary [6][7] Group 4: Daily Management and Risk Control - The finance department manages the daily operations of external guarantees, ensuring all contracts are documented and compliant with legal requirements [6][7] - Continuous monitoring of the financial status of guaranteed parties is required, with immediate reporting to the board if significant issues arise [7][8] Group 5: Responsibilities and Compliance - All directors are responsible for adhering to legal and regulatory requirements regarding external guarantees and may face liability for non-compliance [8][9] - The document emphasizes the unified management principle for external guarantees across the company and its subsidiaries [9][10]
龙韵股份: 龙韵股份对外担保制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Points - The company establishes a guarantee system to protect investors' interests and control operational risks [1] - The guarantee refers to the company providing assurance, mortgage, or pledge on behalf of others, including guarantees for subsidiaries [1][2] - The company emphasizes a unified management approach for external guarantees, requiring board or shareholder approval for any guarantee contracts [1][2] Group 1: General Principles - The company must adhere to principles of legality, prudence, mutual benefit, and safety in providing guarantees [2] - Independent directors are required to provide special reports on the company's guarantee situation in the annual report [2] Group 2: Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific criteria, including strong debt repayment capabilities [9] - The board must analyze the debtor's credit status and the associated risks before approving any guarantees [10] Group 3: Approval Procedures - The shareholders' meeting is the highest decision-making body for external guarantees, while the board exercises decision-making authority based on the company's articles of association [15][16] - Guarantees exceeding certain thresholds, such as 50% of the latest audited net assets, require shareholder approval [18] Group 4: Management of Guarantees - The finance department is responsible for managing guarantee contracts and related documentation [30] - The company must regularly monitor the financial status of guaranteed entities and take necessary actions if any adverse conditions arise [33][34] Group 5: Responsibilities and Liabilities - The company must strictly follow the established guarantee system, and any violations by directors or senior management will result in accountability [41][42] - Employees who fail to perform their duties or violate regulations leading to losses will face penalties or administrative actions [43][44]
广博股份: 对外担保制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
Core Viewpoint - The article outlines the external guarantee system of Guangbo Group Co., Ltd., aiming to protect investors' interests, regulate external guarantee behaviors, and control operational risks while promoting stable development of the company [2][3]. Summary by Sections General Principles - The external guarantee refers to the company providing guarantees, mortgages, pledges, or other forms of guarantees for third parties, including loan guarantees and bank guarantees [2]. - This system applies to the company and its wholly-owned and controlling subsidiaries [2]. - External guarantees must be uniformly managed and require approval from the board of directors or shareholders' meeting [3]. Risk Control and Management - The company must adhere to principles of legality, prudence, mutual benefit, and safety while strictly controlling guarantee risks [3]. - Necessary measures must be taken to verify the creditworthiness of the guaranteed party before providing guarantees [3]. - Independent directors are required to report on external guarantees in their annual reports [3]. Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific conditions, including strong debt repayment capabilities [4]. - The board of directors must analyze the credit status and risks associated with the guarantee before approval [4][5]. Approval Procedures - All external guarantees must be approved by the board of directors or shareholders' meeting [6]. - Guarantees exceeding certain thresholds, such as 10% of the latest audited net assets, require additional shareholder approval [6][7]. Execution of Guarantees - The company must manage guarantee contracts and related documents properly, ensuring timely checks and compliance with approval processes [10][11]. - If the guaranteed party fails to fulfill their obligations, the company must take necessary measures to minimize losses [11][12]. Information Disclosure - The company is obligated to disclose external guarantee information in accordance with relevant laws and regulations [12]. - All departments involved in external guarantees must report to the board secretary and provide necessary documentation for disclosure [12][13]. Responsibilities - The company must strictly follow the established system for external guarantees, and any violations by responsible parties will lead to appropriate penalties [13].
大名城: 上海大名城企业股份有限公司对外担保制度
Zheng Quan Zhi Xing· 2025-08-22 13:12
Core Viewpoint - The document outlines the external guarantee management system of Shanghai Daming City Enterprise Co., Ltd., aiming to standardize guarantee behavior, control risks, and ensure the company's stable development in compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The external guarantee refers to the company and its subsidiaries providing guarantees, mortgages, or pledges for third parties' debts [1]. - Guarantees must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit, with collateral required from the guaranteed party [1][2]. - No external guarantees can be provided without approval from the board of directors or shareholders' meeting [1]. Group 2: Approval Authority and Procedures - The board of directors has the authority to approve guarantees within specified limits, including total guarantees not exceeding 30% of the latest audited total assets or 50% of net assets [2]. - Guarantees exceeding these limits require approval from the shareholders' meeting [2][3]. - Related directors must abstain from voting on guarantee proposals [3]. Group 3: Contract Review and Establishment - External guarantee contracts must comply with legal norms and be reviewed by the legal department [4][5]. - Contracts should clearly define obligations and include necessary clauses, such as the type of guarantee and the rights and responsibilities of all parties involved [5][6]. Group 4: Daily Management and Risk Control - The finance department is responsible for managing external guarantees, including registration and monitoring of the guaranteed parties' financial conditions [4][20]. - The finance department must conduct thorough checks on the creditworthiness of the parties requesting guarantees [5][6]. Group 5: Information Disclosure - The company must fulfill its information disclosure obligations regarding external guarantees as per stock exchange rules [7][8]. - Any guarantees approved by the board or shareholders must be disclosed within two working days [7][8]. Group 6: Responsibilities and Penalties - Individuals or departments failing to follow procedures or exceeding their authority in guarantee matters may face disciplinary actions [9][10]. - Criminal actions related to guarantee processes will be reported to judicial authorities for prosecution [9].
法兰泰克: 对外担保制度
Zheng Quan Zhi Xing· 2025-08-21 10:22
Core Viewpoint - The article outlines the external guarantee system of Falan Tech Heavy Industry Co., Ltd., detailing the management, approval processes, and compliance requirements for external guarantees provided by the company and its subsidiaries [1][2][3]. Group 1: General Provisions - The external guarantee refers to the company providing guarantees for debts owed by debtors to creditors, which includes forms such as guarantees, mortgages, and pledges [1]. - The system applies to both the company and its subsidiaries, including wholly-owned and controlled subsidiaries [2]. - The total amount of external guarantees includes guarantees provided by the company for its controlled subsidiaries [2]. Group 2: Regulations for External Guarantees - A multi-layered review system is implemented for external guarantee management, involving the finance department for initial review and daily management, and the board secretary for compliance review [3][4]. - External guarantees must be uniformly managed by the company, and subsidiaries cannot provide guarantees without company approval [4][5]. - The company must verify the creditworthiness of the guaranteed party and assess the risk before providing guarantees, especially for guarantees involving major shareholders or related parties [3][5]. Group 3: Approval Process - Certain external guarantees require board approval and must be submitted to the shareholders' meeting if they exceed specified thresholds related to the company's net assets or total assets [3][4]. - The board must approve external guarantees with a majority vote, and specific conditions apply for guarantees involving related parties [4][5]. - The company can estimate future guarantee amounts for subsidiaries and submit them for shareholder approval if frequent agreements are needed [5][6]. Group 4: Daily Management and Risk Control - Written contracts must be established for external guarantees, and the finance department is responsible for the daily management and record-keeping of these guarantees [7][8]. - The company must monitor the financial status of the guaranteed party and report any significant adverse changes to the board [8][9]. - If a guaranteed debt matures and requires extension, it must be treated as a new guarantee and follow the approval process [9][10]. Group 5: Legal Responsibilities - All directors are responsible for reviewing external guarantees according to the established system and may bear joint liability for any losses resulting from improper guarantees [10][11]. - The company must take corrective actions for any violations of the guarantee system and pursue accountability for responsible personnel [10][11].