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深圳赫美集团股份有限公司 二〇二五年第一次临时股东大会决议公告
Zheng Quan Shi Bao· 2025-09-25 18:31
Core Points - The company held its first extraordinary general meeting of shareholders for 2025 on September 25, 2025, with a total of 263 shareholders and proxies present, representing 278,825,552 shares, which is 21.2640% of the total voting shares [3][4] - The meeting was convened in accordance with relevant laws and regulations, and the voting process was conducted both on-site and online [4][20] - Several resolutions were passed, including the amendment of the business scope and the cancellation of the supervisory board, which received 98.9834% approval from the voting shareholders [5][6] Meeting Attendance and Voting - The meeting was attended by company directors, supervisors, senior management, and appointed lawyers, ensuring compliance with legal requirements [4][20] - The voting results showed that 275,990,952 shares were in favor of the resolution to amend the business scope, with only 936,800 shares against it [5][6] - Small shareholders accounted for 0.6795% of the total voting shares, with 68.1845% voting in favor of the resolution [5][8] Resolutions Passed - The following governance documents were amended and approved: - Shareholders' Meeting Rules: 98.4910% approval [7][9] - Board Meeting Rules: 98.4910% approval [10][11] - Independent Director Work System: 98.5457% approval [12][13] - External Guarantee Management System: 98.4953% approval [13][14] - Related Party Transaction Management System: 98.5244% approval [14][15] - External Investment Management System: 98.5166% approval [15][16] - Fundraising Management System: 98.5457% approval [17][18] - Accounting Firm Selection System: 98.5319% approval [18][19] - Director and Senior Management Compensation Management System: 98.5610% approval [19] Legal Verification - The meeting was witnessed by lawyers from Beijing Guofeng (Shenzhen) Law Firm, who confirmed that the meeting's procedures were in compliance with legal and regulatory requirements [20]
珠海中富实业股份有限公司 2025年第二次临时股东大会决议公告
Meeting Details - The shareholder meeting was held on September 15, 2025, at 14:30, with online voting available throughout the day [3][4] - The meeting was attended by 176 shareholders, representing 210,863,381 shares, which is 16.4006% of the total shares [5] - The meeting was convened by the company's board of directors and presided over by Chairman Xu Renshuo [4][6] Proposal Review and Voting Results - The meeting approved the proposal to amend the company's articles of association with 208,392,581 votes in favor, accounting for 98.8282% of the votes cast [7][8] - The proposal to revise the company's shareholder meeting rules was also approved with the same voting results [10] - Other governance proposals, including amendments to the board meeting rules, independent director work system, external guarantee management system, related party transaction management system, and fundraising management system, were all passed with similar high approval rates, generally above 98% [10][11][12][13] Legal Opinion - The legal opinion provided by Guangdong Jingcheng Yueheng Law Firm confirmed that the meeting's procedures, qualifications of the convenor and attendees, and voting processes complied with legal and regulatory requirements [13]
北京声迅电子发布对外担保管理制度,严控担保风险
Jin Rong Jie· 2025-08-30 19:27
Group 1 - The company has established a "External Guarantee Management System" to protect investors' rights, standardize external guarantee behavior, and prevent guarantee risks [1][2] - External guarantees are defined as guarantees provided by the company for others, including guarantees for controlling subsidiaries, and must be managed uniformly [1] - Any external guarantee requires approval from the board of directors or shareholders' meeting, and company directors and senior management must carefully control guarantee debt risks [1][2] Group 2 - The highest decision-making body for external guarantees is the shareholders' meeting, while the board of directors exercises decision-making authority according to the company's articles of association [2] - Specific guarantees, such as those exceeding a certain percentage or for high debt ratio entities, require board review and submission to the shareholders' meeting [2] - The financial department is responsible for handling external guarantees, conducting credit investigations, and managing guarantee contracts and documentation [2]
许昌远东传动轴股份有限公司发布对外担保管理制度,明确多项担保规定
Jin Rong Jie· 2025-08-26 00:28
Core Points - The company has established an external guarantee management system to regulate external guarantees, protect company assets, and reduce operational risks [1][2] - The system applies to the company and its subsidiaries, covering various forms of guarantees such as loans and bank letters of credit [1] Summary by Sections External Guarantee Management - The external guarantee management system aims to standardize the management of external guarantees and safeguard the company's financial security [1] - External guarantees include providing guarantees, mortgages, or pledges for others, such as loan guarantees and bank letters of credit [1] Approval Procedures - The approval process for external guarantees requires strict examination of the guaranteed party, including a review of their credit status and an analysis of the benefits and risks involved [1] - Guarantee applicants must submit various documents, including basic company information and audited reports for the past three years [1] - The finance department is responsible for verifying the authenticity of the documents, while the operational department assesses the repayment capacity [1] Board and Shareholder Approval - External guarantees must be approved by the board of directors, requiring a majority vote from the directors present, with at least two-thirds of the attending directors agreeing [1] - Related guarantees also require approval from the shareholders' meeting [1] - If the total amount of external guarantees exceeds 50% of the latest audited net assets, board approval is needed before submission to the shareholders' meeting [1] Risk Management - The company must ensure that guarantee contracts are in writing and undergo review, with any changes requiring re-approval [2] - The company monitors the guaranteed party's situation to prevent risks, requiring regular reports on borrowing status [2] - If repayment is not made on time, the company will take remedial measures [2] - The guaranteed party must provide counter-guarantees [2] Information Disclosure and Accountability - The company is obligated to disclose guarantee matters truthfully to registered accountants and report to the Shenzhen Stock Exchange in a timely manner [2] - The system specifies responsibilities for individuals involved, requiring timely disclosure and correction of any violations, with responsible personnel liable for losses caused by violations [2] - This system will take effect from the date of approval by the shareholders' meeting [2]
上海能辉科技股份有限公司发布对外担保管理制度,明确多项担保规定
Jin Rong Jie· 2025-07-25 04:19
Core Points - Shanghai Nenghui Technology Co., Ltd. announced a revised external guarantee management system applicable to the company and its subsidiaries [1] - The system outlines the types of external guarantees, including loans, bank letters of credit, and guarantees for subsidiaries [1] - The decision-making process for external guarantees involves the shareholders' meeting and the board of directors, requiring approval for guarantees exceeding 50% of the latest audited net assets [2] Group 1 - The external guarantee management system is designed to ensure legality, prudence, mutual benefit, and safety in guarantee activities [1] - Guarantees provided to related parties, regardless of amount, require approval from the shareholders' meeting [2] - The application for external guarantees involves a review process led by the financial director and includes verification of the guarantor's situation [2] Group 2 - The decision-making authority for external guarantees is tiered, allowing the company to provide guarantees under certain conditions, even if they do not meet all criteria [1] - Daily management and risk control of guarantees are regulated, with specific provisions for legal responsibilities [2] - The system aims to standardize the company's external guarantee behavior and control operational risks [2]
金逸影视: 对外担保管理制度修正案
Zheng Quan Zhi Xing· 2025-06-30 16:45
Core Viewpoint - The company is revising its external guarantee management system to strictly control debt risks associated with external guarantees, ensuring the protection of the company, shareholders, and other stakeholders' legal rights [1][2]. Summary by Sections Revision Overview - The revision of the external guarantee management system is based on various laws and regulations, including the Company Law, Securities Law, and relevant guidelines from the Shenzhen Stock Exchange [1][2]. Definitions and Scope - The term "external guarantee" refers to the total amount of guarantees provided by the listed company and its controlling subsidiaries [3]. - The management system aims to ensure compliance with legal requirements and to prioritize the control of debt risks [4]. Guarantee Requirements - The company must require counterparties to provide counter-guarantees, ensuring that the counter-guarantee provider has the actual capacity to bear the obligations [4][6]. - Independent directors and financial advisors are required to express independent opinions on guarantee matters during board meetings [4]. Approval Process - The board must approve guarantee matters with a two-thirds majority of attending directors, and certain guarantees must also be submitted for shareholder approval [4][5]. - Specific thresholds for guarantees requiring shareholder approval include guarantees exceeding 50% of the latest audited net assets or total assets [4]. Documentation and Compliance - Guarantee applications must be submitted at least fifteen working days in advance, including detailed information about the guarantor and the main debt [6]. - Written contracts for guarantees must comply with legal standards, and significant contracts should be reviewed by legal advisors [6][7]. Additional Changes - The revision includes changes in terminology, such as replacing "shareholders' meeting" with "shareholders' assembly" and standardizing the use of "or" [7].