Workflow
融资与对外担保管理
icon
Search documents
三人行: 三人行:融资与对外担保管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - The document outlines the financing and external guarantee management measures of Sanrenxing Media Group Co., Ltd to regulate financing risks and protect financial security and investor rights [2][3][4] - The financing refers to indirect financing from financial institutions, while external guarantees include various forms of guarantees provided by the company [2][3] - The company must adhere to principles of prudence, equality, mutual benefit, voluntariness, and integrity in financing and guarantees [4][5] Financing Approval Process - The finance department is responsible for managing financing applications, which must be approved by the appropriate authority based on the amount relative to the company's audited net assets [6][7] - Specific approval thresholds are set: financing up to 20% of the latest audited net assets requires general manager approval, while amounts exceeding 20% but less than 50% require board approval [6][7] - Detailed reports must accompany financing applications, including the financial institution's name, amount, purpose, repayment plan, and asset status [8][9] External Guarantee Conditions - Before providing guarantees, the company must assess the creditworthiness of the guaranteed party and analyze the associated risks [10][11] - Guarantees must be backed by counter-guarantees from parties with actual capacity to fulfill obligations [11][12] - The finance department must conduct thorough investigations into the provided materials to ensure their authenticity [11][12] External Guarantee Approval Process - External guarantees require board or shareholder meeting approval, with specific conditions outlined for when shareholder approval is necessary [6][7] - The board must approve guarantees exceeding 10% of the latest audited net assets or when total guarantees exceed 50% of net assets [6][7] - Each guarantee matter must be voted on separately during meetings [7][8] Risk Management and Execution - After approval, contracts must be signed within 90 days, or the process must restart [8][9] - The finance department is tasked with ongoing management of financing and guarantee contracts, ensuring compliance with usage terms [9][10] - Regular monitoring of the financial status of guaranteed parties is required to mitigate risks [10][11] Information Disclosure - The company must fulfill information disclosure obligations regarding financing and guarantees in accordance with relevant laws and regulations [12] - All related documents must be submitted to the board secretary for timely reporting [12] Responsibilities of Personnel - All directors are responsible for reviewing external guarantee matters and may face liability for any losses incurred due to violations [12] - Management personnel who exceed their authority in approving guarantees may also face legal consequences [12]
中南文化: 融资与对外担保管理办法(2025年8月)
Zheng Quan Zhi Xing· 2025-08-19 09:14
中南红文化集团股份有限公司 融资与对外担保管理办法 第一章 总 则 第一条 为了规范中南红文化集团股份有限公司(下称"公 司")融资和对外担保管理,有效控制公司融资风险和对外担保 风险,保护公司财务安全和投资者的合法权益,根据《中华人民 共和国公司法》 (以下简称"《公司法》 ")、 《中华人民共和国证券 法》(以下简称"《证券法》")、《中华人民共和国民法典》《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》等法律、行政法规和规范性文件及公司章程的相关规定,制 定本办法。 第二条 本办法所称融资,是指公司向以银行为主的金融机 构进行间接融资的行为,主要包括综合授信、流动资金贷款、技 改和固定资产贷款、信用证融资、票据融资和开具保函等形式。 公司直接融资行为不适用本办法。 第三条 本办法所称对外担保,是指公司以第三人身份为他 人提供保证、抵押、质押或其他形式的担保。 公司为自身债务提供担保不适用本办法。 第十条 公司申请融资时,应依据本办法向有权部门提交申 请融资的报告,内容必须完整,并应至少包括下列内容: (一)拟提供融资的金融机构名称; (二)拟融资的金额、期限; (三)融资获得资 ...
正海生物: 融资与对外担保管理制度
Zheng Quan Zhi Xing· 2025-08-04 16:22
Core Viewpoint - The financing and external guarantee management system of Yantai Zhenghai Biological Technology Co., Ltd. aims to protect investors' rights, regulate financing and guarantee behaviors, control asset operation risks, and ensure financial safety and stable development of the company [2][3]. Group 1: General Provisions - The system applies to the company and its wholly-owned and controlling subsidiaries [2]. - Financing refers to indirect financing from financial institutions, including various forms such as comprehensive credit, working capital loans, and bank guarantees [3]. - External guarantees involve providing guarantees, asset pledges, and other forms of security for other entities or individuals [3]. Group 2: Basic Regulations for External Guarantees - External guarantees must comply with relevant laws and the company's articles of association, following principles of equality, voluntariness, fairness, integrity, and mutual benefit [3]. - External guarantees are subject to unified management, and branches cannot provide guarantees without approval [3]. - Any external guarantee requires approval from the shareholders' meeting or the board of directors [3]. Group 3: Financing Approval Process - The finance management department is responsible for managing financing applications and conducting preliminary reviews [4]. - Financing amounts are limited to 10% of the latest audited net asset value for certain approvals and 20% for others, with higher amounts requiring board and shareholder approval [4][5]. - If the asset-liability ratio exceeds 70%, financing must be approved by the shareholders' meeting [5]. Group 4: External Guarantee Application and Investigation - Before deciding on an external guarantee, the company must assess the credit status of the guaranteed party and analyze the associated risks [6]. - The applicant must submit a guarantee application detailing the debt situation, business or project, risk assessment, and necessary documentation [6][7]. - The finance management department conducts a thorough investigation of the applicant's financial status and creditworthiness [7]. Group 5: Review of External Guarantees - External guarantees undergo a review process involving the finance management department and the board of directors, which assesses the financial status and risks associated with the guaranteed party [9][10]. - Guarantees exceeding certain thresholds require shareholder approval, particularly if they exceed 10% of the latest audited net assets or involve high-risk entities [10][11]. Group 6: Guarantee Contracts - Written guarantee contracts must be established after board or shareholder approval, detailing the nature of the debt, obligations, and liabilities [13][14]. - The finance management department must review the legality and completeness of guarantee contracts, ensuring compliance with laws and regulations [14][15]. Group 7: Execution and Risk Management - The finance management department is responsible for monitoring the execution of financing and guarantee contracts, ensuring compliance with the stipulated purposes [16][17]. - Continuous assessment of the financial status and operational changes of the guaranteed party is required to manage risks effectively [17][18].
莱斯信息: 莱斯信息融资与对外担保管理办法
Zheng Quan Zhi Xing· 2025-07-29 16:09
南京莱斯信息技术股份有限公司 融资与对外担保管理办法 第一章 总则 第一条 为规范公司融资和对外担保管理,有效控制公司融资风险和对外担 保风险,保护公司财务安全和投资者的合法权益,根据《中华人民共和国公司法》、 《中华人民共和国证券法》、《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》、 《上海证券交易所科创板股票上市规则》等法律、行政法 规、规范性文件及《南京莱斯信息技术股份有限公司章程》(以下简称"公司章 程")的相关规定,制定本办法。 第二条 本办法所称融资,是指公司向以银行为主的金融机构进行间接融资 的行为,主要包括综合授信、流动资金贷款、固定资产贷款、信用证融资、票据 融资和开具保函等形式。 第三条 本办法所称对外担保,是指公司以第三人身份为他人提供保证、抵 押、质押或其他形式的担保,包括公司对控股公司的担保。 公司为自身债务提供担保不适用本办法。 第四条 公司融资及对外提供担保应遵循慎重、平等、互利、自愿、诚信原 则。公司原则上不得为自然人及合并报表范围以外的单位提供担保。控股股东及 其他关联方不得强制公司为他人提供担保。公司的融资及对外担保行为应当符合 中国电子科技集团有 ...
恒烁股份: 融资与对外担保管理制度
Zheng Quan Zhi Xing· 2025-07-25 16:25
Core Viewpoint - The document outlines the financing and external guarantee management system of Hengshuo Semiconductor (Hefei) Co., Ltd, aiming to regulate financing activities, control risks, and protect the financial safety and legal rights of investors [1]. Group 1: Financing Management - Financing refers to indirect financing activities primarily from banks, including various forms such as credit, loans, and guarantees [1]. - The financial department is responsible for managing financing applications and conducting preliminary reviews before submitting them for approval [2]. - Financing amounts exceeding 20% of the latest audited net asset value require approval from the general manager, while amounts over 50% need board and shareholder approval [2][3]. Group 2: External Guarantee Management - External guarantees must be based on a thorough review of the creditworthiness of the guaranteed party, which must be a legally established enterprise with good financial health [4]. - The company can require counter-guarantees from the controlling shareholders or related parties when providing guarantees [5]. - External guarantees exceeding 10% of the latest audited net asset value or total guarantees exceeding 50% require board and shareholder approval [6][7]. Group 3: Risk Management and Execution - The financial department is tasked with ongoing monitoring of the financial status of guaranteed parties and must report any significant changes to the board [8][9]. - If a guaranteed party fails to meet its debt obligations, the company must take necessary remedial actions [9]. - The company must ensure that funds obtained through financing are used as specified in the financing contracts, with any changes requiring proper approval [10][11]. Group 4: Information Disclosure and Responsibilities - The company must timely disclose relevant financing and guarantee information to the board secretary and comply with legal disclosure obligations [28][29]. - All directors are responsible for reviewing financing and guarantee matters according to the established system and may face legal consequences for violations [30][31]. - The system applies to the external guarantees of the company's subsidiaries, which must also adhere to the same regulations [32].
中宠股份: 融资与对外担保管理办法
Zheng Quan Zhi Xing· 2025-07-11 09:16
Core Viewpoint - The document outlines the financing and external guarantee management procedures of Yantai Zhongchong Food Co., Ltd, aiming to regulate financing activities, control risks, and protect financial security and investor rights [1][2][3]. Financing Management - Financing refers to indirect financing from financial institutions, including various forms such as credit, loans, and guarantees [1]. - The financial department is responsible for managing financing applications and conducting preliminary reviews [2]. - Approval authority for financing is tiered based on the amount relative to the company's audited net assets, with specific limits for the president, chairman, and board of directors [2][3]. External Guarantee Management - External guarantees involve the company providing guarantees for third parties, and the company must analyze the creditworthiness of the guaranteed party [4][5]. - Guarantees require the provision of counter-guarantees from the guaranteed party, ensuring they have the capacity to fulfill the guarantee [5][6]. - Approval for external guarantees also follows a tiered structure, with specific thresholds for board and shareholder approval based on the amount of the guarantee relative to the company's net assets [6][7]. Risk Management - The company must continuously monitor the financial status of guaranteed parties and take necessary actions if their financial condition deteriorates [9][10]. - If a guaranteed debt is not repaid on time, the company must implement remedial measures and may need to pursue recovery from the guaranteed party [10][11]. Information Disclosure - The company is required to disclose financing and guarantee-related information in accordance with relevant laws and regulations [28][29]. Responsibilities - All directors are responsible for reviewing financing and guarantee matters according to the established procedures and may face legal consequences for violations [30][31].
雅本化学: 关于召开2025年第二次临时股东大会通知的公告
Zheng Quan Zhi Xing· 2025-06-16 13:14
Meeting Overview - The company will hold its second extraordinary general meeting of shareholders on July 2, 2025, at 14:30 [1] - The meeting will include both on-site and online voting options for shareholders [1][5] - Shareholders must register to attend the meeting, with specific requirements for both corporate and individual shareholders [4][5] Agenda Items - The meeting will review several proposals, including amendments to various management systems and the approval of a project loan application by a wholly-owned subsidiary [2][3] - Proposals require a special resolution, needing more than two-thirds of the voting rights held by attending shareholders to pass [3] Registration and Voting Procedures - Registration for the meeting can be done in person or through mail, fax, or email for remote shareholders [4][5] - The company will provide a platform for online voting through the Shenzhen Stock Exchange systems [5][10] - Detailed instructions for the voting process, including the allocation of voting rights, are provided [10][11]
高能环境: 高能环境融资与对外担保管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-11 12:35
General Principles - The financing and external guarantee management system of Beijing High Energy Times Environmental Technology Co., Ltd. aims to standardize financing and external guarantee management, effectively control financing and guarantee risks, and protect the financial safety and legal rights of investors [2][3] - Financing refers to indirect financing behaviors towards financial institutions, primarily including comprehensive credit, working capital loans, technological transformation and fixed asset loans, letter of credit financing, bill financing, and issuing guarantees [3][4] - External guarantees refer to the company and its subsidiaries providing guarantees, pledges, or other forms of guarantees for others, including guarantees for subsidiaries [3][4] Financing Approval Process - The finance department is responsible for the daily management of financing and external guarantees [4] - Financing matters that account for less than 10% of the latest audited net assets can be approved by the executive meeting of the president, while those between 10% and 30% require board approval [5] - Financing matters exceeding 30% of the latest audited net assets must be approved by the board and then submitted to the shareholders' meeting for approval [5][6] External Guarantee Conditions - The company must verify the credit status of the guaranteed party and analyze the benefits and risks before providing guarantees [13] - The company should ensure that the guaranteed party is a legally established enterprise with good financial status and stable cash flow [13][14] - Guarantees for controlling shareholders or related parties must require counter-guarantees from the other party [15] External Guarantee Approval Process - The highest decision-making body for external guarantees is the shareholders' meeting, with the board exercising approval rights within the scope of the company's articles of association [16] - External guarantees must be submitted to the board for review, requiring a majority approval from the board members present [17] - Guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of the latest audited net assets require shareholders' meeting approval [19][20] Risk Management and Execution - The finance department is responsible for managing financing and external guarantees, ensuring compliance with the company's articles of association and the established system [26] - Contracts must be registered with the finance department within 7 days of signing [27] - The company must monitor the financial status of the guaranteed party and take necessary measures if any adverse changes occur [31][32] Information Disclosure - The company must fulfill information disclosure obligations according to relevant laws and regulations, with the board secretary responsible for this task [37] - Approved external guarantees must be disclosed in designated publications and on the stock exchange website [38] - If the guaranteed party fails to fulfill repayment obligations, the company must promptly disclose the situation [39] Responsibilities of Personnel - All directors must strictly review financing and external guarantee matters according to the established system and bear joint liability for any losses caused by violations [41] - Senior management and relevant personnel who exceed their authority in approving financing or guarantees will be held accountable for any actual losses incurred [42]