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对外担保管理
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利欧股份: 对外担保管理办法
Zheng Quan Zhi Xing· 2025-09-07 09:15
Core Viewpoint - The document outlines the external guarantee management measures of Lio Group Co., Ltd., aiming to strengthen the management of external guarantees, standardize guarantee behavior, control and reduce guarantee risks, and ensure asset safety [1]. Group 1: General Principles - The external guarantee refers to the company providing guarantees for the debts of third parties, including forms such as guarantees, mortgages, and pledges [1]. - The total amount of external guarantees includes guarantees provided by the company to its controlling subsidiaries and the total amount of external guarantees by subsidiaries [1]. Group 2: Decision-Making Authority - External guarantees must be uniformly managed, requiring approval from the board of directors or shareholders' meeting before any guarantees can be provided [2]. - Certain external guarantee actions must be submitted to the shareholders' meeting for approval if they exceed specified thresholds related to net assets or total assets [2][3]. Group 3: Risk Control Measures - The company must ensure that guarantees are provided only when the debtor's financial situation is sound and that sufficient collateral is in place [4][5]. - For guarantees provided to controlling subsidiaries, other shareholders must provide equal guarantees or risk control measures [5]. Group 4: Application and Review Procedures - The finance department is responsible for receiving external guarantee applications and must conduct thorough investigations into the creditworthiness of the debtor [8]. - The company must require the provision of counter-guarantees, ensuring that the counter-guarantee provider has the actual capacity to fulfill obligations [8][9]. Group 5: Daily Management and Ongoing Risk Control - Written contracts must be established for external guarantees, clearly outlining the terms and conditions [20]. - The finance department is tasked with ongoing monitoring of the debtor's financial situation and must report any significant adverse changes to the board of directors [24]. Group 6: Supervision and Accountability - The company must regularly designate departments to supervise and inspect guarantee activities, with clear responsibilities and authority [29]. - Violations of the guarantee management measures may result in disciplinary actions against responsible individuals, including warnings or dismissal [30].
恒基达鑫: 对外担保管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The company establishes an external guarantee management system to protect investor interests and control operational risks [1][2] - The system outlines the principles and procedures for providing external guarantees, emphasizing legality, prudence, mutual benefit, and safety [2][3] - The board of directors and shareholders' meeting are the highest decision-making bodies for external guarantees, with specific approval processes based on the amount and nature of the guarantees [5][6] Group 1: General Principles - The external guarantee refers to the company providing guarantees, pledges, or collateral for third parties, including subsidiaries [1][2] - The company must manage external guarantees uniformly, requiring board or shareholder approval for any guarantee contracts [1][2] Group 2: Risk Management - Directors and senior management must carefully control debt risks arising from guarantees and bear joint liability for any violations [2][3] - The company should implement necessary measures, such as counter-guarantees, to mitigate risks associated with providing guarantees [2][3] Group 3: Approval Process - The board must assess the creditworthiness of the debtor and analyze the benefits and risks before approving guarantees [3][4] - Guarantees exceeding certain thresholds, such as 10% of the latest audited net assets, require shareholder approval [5][6] Group 4: Information Disclosure - The company must disclose external guarantee information in accordance with relevant regulations, including total guarantee amounts and their impact on net assets [11][12] - Any significant changes in the debtor's ability to repay must be reported promptly [11][12] Group 5: Responsibilities - The company holds individuals accountable for any breaches of the guarantee management system, with potential penalties for unauthorized actions [12][13] - The finance department is responsible for conducting credit investigations and managing guarantee contracts [28][29]
奇精机械: 对外担保管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Points - The document outlines the external guarantee management system of Qijing Machinery Co., Ltd, aiming to standardize external guarantee behavior and control risks effectively [2][3][4] Group 1: General Principles - The external guarantee system applies to the company and its controlling subsidiaries, defining external guarantees as those provided by the company for others, including guarantees for its subsidiaries [2][3] - External guarantees must be approved by the board of directors or the shareholders' meeting, and subsidiaries are prohibited from providing guarantees to each other [4][5] - The company must require counter-guarantees to minimize the risk of bad debts arising from guarantees [6] Group 2: Guarantee Objects and Review Procedures - The company can provide guarantees to entities with independent legal status and strong repayment capabilities, including mutual guarantee units, units with important business relationships, and subsidiaries [8][9] - Guarantee applicants must submit a guarantee application at least 15 working days in advance, including detailed financial information and repayment plans [9][10] Group 3: Approval Authority for Guarantees - All external guarantees must be approved by the board of directors or the shareholders' meeting, with specific conditions requiring shareholder approval for guarantees exceeding 10% of the latest audited net assets [15][16] - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require shareholder approval [17][18] Group 4: Daily Management and Risk Management - The finance department must maintain accurate records of external guarantees and monitor the financial status of guaranteed entities regularly [29][30] - The finance department is responsible for ensuring that guaranteed entities fulfill their repayment obligations and must report any issues to the board of directors [31][32] Group 5: Disclosure of Guarantee Information - The company must disclose external guarantee information in accordance with relevant laws and regulations, including details of the guarantees approved by the board or shareholders [36][37] - If a guaranteed entity fails to fulfill its repayment obligations within 15 trading days after the due date, the company must disclose this information promptly [38][39] Group 6: Legal Responsibilities - The board of directors must conduct quarterly reviews of all guarantee activities to ensure compliance and disclose any violations [41][42] - The company will hold responsible parties accountable for any unauthorized guarantees or negligence that results in losses [43][44]
北汽蓝谷: 对外担保管理办法
Zheng Quan Zhi Xing· 2025-09-05 12:20
Core Viewpoint - The company has established a comprehensive framework for external guarantees to protect investors' rights and mitigate risks associated with such guarantees, in compliance with relevant laws and regulations [1][2][3]. Group 1: General Provisions - The company aims to safeguard investors' rights and regulate external guarantee behaviors to prevent and reduce risks [1]. - The external guarantees include guarantees, asset pledges, and other forms provided by the company and its subsidiaries [2]. - The total amount of external guarantees includes those provided to controlling subsidiaries and is subject to board or shareholder approval [2][3]. Group 2: Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific criteria, such as mutual guarantee needs or significant business relationships [3]. - Necessary measures must be taken to verify the credit status of the guaranteed party before providing guarantees [3][4]. Group 3: Approval Procedures and Authority - External guarantees must be approved by the board of directors, with certain guarantees requiring shareholder approval if they exceed specified thresholds [4][5]. - The board of directors has the authority to approve guarantees within the limits set by the company's articles of association [5][6]. Group 4: Risk Management - The financial management department is responsible for the management of guarantee contracts, including approval, registration, and cancellation [10][11]. - Continuous monitoring of the guaranteed party's financial status is required, and any significant changes must be reported to the board [11][12]. Group 5: Information Disclosure - The company must fulfill its information disclosure obligations regarding external guarantees in accordance with relevant regulations [13][14]. - All departments involved in guarantee matters are responsible for timely reporting to the board secretary [14]. Group 6: Accountability and Penalties - The company must take corrective actions for any violations related to guarantees and hold responsible parties accountable [15][16]. - Directors and senior management are required to exercise caution and control over the risks associated with external guarantees [15][16].
双林股份: 关联方资金往来及对外担保管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
Group 1 - The company has established a management approach for transactions with related parties and external guarantees to comply with relevant laws and regulations [1][12] - The company prohibits the controlling shareholder and other related parties from requesting the company to advance wages, benefits, insurance, and other expenses [1][2] - The company must not provide funds directly or indirectly to controlling shareholders and related parties through loans or other means [1][2] Group 2 - The external guarantee system aims to protect the safety and integrity of assets, ensure operational stability, and maintain financial discipline [1][2] - The company must separate duties in guarantee operations to prevent conflicts of interest and ensure proper approval processes [2][3] - Guarantees must be approved by the board of directors or shareholders' meeting before any contract is signed [4][5] Group 3 - The company must establish written contracts for guarantees and maintain proper documentation [5][6] - Guarantees exceeding 10% of the latest audited net assets require board and shareholder approval [6][7] - The company must analyze the credit status and financial conditions of the guaranteed entities before providing guarantees [12][8] Group 4 - The company must require counter-guarantees from entities receiving guarantees, ensuring they have the capacity to fulfill obligations [10][11] - The company must follow internal audit procedures to verify the handling and recording of guarantee operations [10][11] - Any violations of the external guarantee management system will result in accountability for responsible individuals [11][12]
长青股份: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-09-05 10:16
Core Viewpoint - Jiangsu Changqing Agricultural Chemical Co., Ltd. has established a comprehensive external guarantee management system to regulate its external guarantee behavior, control risks, and protect investors' rights and interests [1][15]. Group 1: General Provisions - The external guarantee management system applies to the company and its controlling subsidiaries [1]. - External guarantees refer to guarantees provided by the company for others, including guarantees for controlling subsidiaries [1]. - The total amount of external guarantees includes both the company's guarantees and those of its controlling subsidiaries [1]. Group 2: Principles and Review of External Guarantees - External guarantees must adhere to principles of legality, prudence, mutual benefit, and safety, with strict risk control [2]. - The company can provide guarantees to entities with independent legal status that meet specific conditions, such as having strong repayment capabilities [2][3]. - The board of directors must thoroughly understand the financial and operational status of the guaranteed party before approving guarantees [3][4]. Group 3: Approval and Disclosure of External Guarantees - Guarantees require approval from more than half of the board members and must be disclosed promptly [4][9]. - For guarantees involving shareholders or related parties, additional approval from the shareholders' meeting is required, excluding the related parties from voting [5][9]. - The company must disclose any external guarantees that exceed certain thresholds, such as 10% of the latest audited net assets [7][8]. Group 4: Management of Guarantee Contracts - Guarantee contracts must be signed only after board or shareholder approval, and must comply with legal requirements [10][24]. - The finance department is responsible for managing guarantee contracts, including registration and monitoring of the guaranteed party's financial status [10][30]. - If the guaranteed party fails to fulfill obligations, the company must initiate recovery procedures and report to the board [11][31]. Group 5: Accountability and Amendments - Directors and senior management who violate the guarantee procedures may be held accountable for damages caused to the company [13][39]. - The board is responsible for revising and interpreting the guarantee management system, which takes effect upon approval by the shareholders' meeting [15].
美埃科技: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Points - The company establishes an external guarantee management system to protect the interests of shareholders and investors, regulate guarantee behavior, control operational risks, and promote stable development [2][3] - The system applies to the company and its consolidated subsidiaries providing guarantees for third-party debts, including various forms of guarantees such as loans, letters of credit, and financing leases [2][3] - The company aims to strengthen internal controls, improve pre-evaluation, monitoring, and post-recovery mechanisms for guarantees to mitigate potential repayment risks [2][3] Summary by Sections General Principles - The external guarantee management system is formulated based on relevant laws and regulations, including the Company Law and the Guarantee Law of the People's Republic of China [2] - The total amount of external guarantees includes guarantees provided by the company and its subsidiaries [2] - Guarantees must be managed uniformly by the company, requiring board or shareholder approval before any guarantees can be provided [2][3] Approval Authority and Procedures - The daily management of external guarantees is the responsibility of the finance department and the board office [14] - The company must conduct a credit evaluation of the guaranteed entity, requiring various financial documents and reports [14][15] - Guarantees exceeding certain thresholds, such as 50% of the company's latest audited net assets, require shareholder approval [7][8] Risk Management - The company must adhere to risk control principles during the guarantee process, ensuring that the guarantee responsibility limits are strictly controlled [22] - The finance department is tasked with ongoing monitoring of the guaranteed entity's financial status and operational conditions [26] - In case of default by the guaranteed entity, the company must execute recovery measures within a specified timeframe [27][29] Compliance and Reporting - The company is required to disclose information regarding guarantees and any significant changes in the financial status of the guaranteed entities [3][29] - Independent directors must provide opinions on the legality and compliance of guarantee matters, and the audit committee must monitor guarantee-related internal controls [30][31]
极米科技: 对外担保管理制度(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Viewpoint - The document outlines the external guarantee management system of XGIMI Technology Co., Ltd, establishing procedures and approval processes for providing external guarantees to control operational risks and ensure compliance with relevant laws and regulations [1][10]. Group 1: General Principles - The external guarantee refers to the company and its wholly-owned or controlling subsidiaries providing guarantees for third-party debts, which includes forms such as guarantees, mortgages, and pledges [1][2]. - The decision-making bodies for external guarantees are the shareholders' meeting and the board of directors, requiring approval for all external guarantee actions [1][2]. Group 2: Approval Authority - External guarantees must be submitted for review by the board of directors or shareholders' meeting, with specific conditions requiring shareholder approval if the guarantee exceeds 10% of the latest audited net assets or if the total guarantees reach or exceed 50% of the latest audited net assets [2][3]. - Guarantees for related parties must have reasonable commercial logic and require both board and shareholder approval, with the related parties providing counter-guarantees [3][4]. Group 3: Application and Review Process - The finance department is responsible for receiving guarantee applications, which must be submitted at least 30 working days in advance and include necessary documentation [4][5]. - The finance department must assess the creditworthiness of the applicant and evaluate the risks associated with providing the guarantee before submitting a report to the board secretary [4][5]. Group 4: Contractual Obligations - Written contracts must be established for external guarantees and counter-guarantees, requiring approval from the general manager and signature from the chairman [5][6]. - The contracts must comply with relevant laws and clearly outline the terms, including the type of guarantee, amount, duration, and obligations of all parties involved [6][7]. Group 5: Daily Management and Risk Control - The finance department is tasked with the daily management of guarantees, including maintaining accurate records and monitoring the repayment status of guaranteed debts [8][9]. - In cases of overdue debts or significant changes in the financial status of the guaranteed party, the company must prepare to initiate recovery procedures [9][10]. Group 6: Disclosure of Information - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations and must submit guarantees for board or shareholder review [9][10].
甬金股份: 对外担保管理办法(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Viewpoint - The document outlines the external guarantee management measures of Yongjin Technology Group Co., Ltd., aiming to standardize guarantee behaviors, protect investors' rights, and ensure financial safety while minimizing operational risks [1]. Group 1: General Provisions - The purpose of the management measures is to regulate the company's external guarantee activities and safeguard investor interests [1]. - The term "subsidiary" refers to companies under the actual control of Yongjin Technology [2]. - Guarantees include various forms such as loan guarantees, bank acceptance bills, and commercial acceptance bills [1][2]. Group 2: Approval and Disclosure of Guarantees - Guarantees requiring shareholder approval must first be reviewed by the board of directors [2]. - Specific conditions necessitating shareholder approval include guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of net assets [2]. - The company must disclose the total amount of external guarantees and their proportion to the latest audited net assets [5]. Group 3: Contract Review and Establishment - Guarantees must be formalized through a contract that complies with relevant laws and regulations [14]. - The signatory must hold the board or shareholder meeting's resolution regarding the guarantee [16]. - Contracts must be reviewed for unfavorable terms or unforeseen risks [18]. Group 4: Risk Management - The finance department is responsible for reviewing guarantee applications and managing the guarantee process [22]. - The company must take necessary measures to control risks if the guarantor's ability to repay is in doubt [31]. - The company should initiate recovery procedures if the guaranteed party fails to fulfill repayment obligations [29]. Group 5: Responsibilities of Related Personnel - Directors and relevant personnel who violate the established procedures may be held accountable for damages caused to the company [42]. - Personnel failing to perform their duties correctly, resulting in losses, may face penalties or disciplinary actions [44]. Group 6: Implementation and Amendments - The management measures take effect upon approval by the shareholders' meeting and will be amended as necessary [45]. - In case of conflicts with future laws or regulations, the latter will prevail [45].
大地熊: 大地熊2025年第三次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-01 16:04
Core Viewpoint - The document outlines the procedures and regulations for the third extraordinary general meeting of shareholders of Anhui Dadi Bear New Materials Co., Ltd., emphasizing the importance of maintaining order and protecting shareholders' rights during the meeting [1][2][3]. Meeting Procedures - The meeting is scheduled for September 8, 2025, at 15:00 in Hefei, Anhui Province [5]. - Attendees must sign in 15 minutes before the meeting and present necessary identification documents [2]. - The meeting will include a report on the number of shareholders present and their voting rights [6]. Agenda Items - The agenda includes the revision of certain corporate governance systems, specifically the "Management System for Preventing the Occupation of Funds by Controlling Shareholders, Actual Controllers, and Other Related Parties" [6][7]. - The revised governance systems are aimed at enhancing the company's operational norms and internal governance mechanisms [6]. Voting and Participation - Shareholders and their proxies have the right to speak, inquire, and vote during the meeting [2][3]. - Voting will be conducted both on-site and through an online voting system provided by the Shanghai Stock Exchange [5][7]. Legal Oversight - The meeting will be witnessed by a lawyer from a law firm hired by the company, who will also issue a legal opinion [3][8]. - The company will ensure that only authorized personnel can enter the meeting venue to maintain order [3][4]. Independent Director System - The document includes provisions for the independent director system, which aims to enhance corporate governance and protect minority shareholders' interests [10][11]. - Independent directors must not have any direct or indirect interests that could affect their judgment [11][12]. External Investment Management - The company has established a framework for managing external investments, which includes approval processes and risk control measures [26][27]. - Investments are categorized into short-term and long-term, with specific criteria for each type [26][27]. Financial Management and Auditing - The financial department is responsible for comprehensive financial records of external investments and ensuring compliance with accounting standards [32][33]. - Regular audits will be conducted to assess the financial health of investments and subsidiaries [32][33].