| | |
| Circular of China Securities Regulatory Commission and China Banking Regulatory Commission on Regulating the External Guaranties Provided by Listed Companies | | 中国证券监督管理委员会、中国银行业监督管理委员会关于规范上市公司对外担保行为的通知 |
(November 14, 2005) | |
（2005年11月14日 证监发[2005]120号） |
All listed companies and all financial institutions in the banking sector: | |
各上市公司，各银行业金融机构： |
In order to regulate the external guaranties provided by listed companies as well as the examination and approval of financial institutions in the banking sector on the loans as guaranteed by listed companies and effectively prevent the risks arising from the external guaranty of listed companies and the credit risks of financial institutions, and, according to the provisions of the laws and regulations such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures of the People's Republic of China for the Supervision and Administration of the Banking Sector, and the Guaranty Law of the People's Republic of China, we hereby notify the relevant issues concerning the external guaranty as provided by listed companies as follows: | |
为规范上市公司对外担保行为和银行业金融机构审批由上市公司提供担保的贷款行为，有效防范上市公司对外担保风险和金融机构信贷风险，根据《中华人民共和国公司法》、《中华人民共和国证券法》、《中华人民共和国银行业监督管理法》和《中华人民共和国担保法》等法律、法规的规定，现就上市公司对外担保有关问题通知如下： |
| |
|
| 1. We should regulate the external guaranty as provided by listed companies and strictly control the risks that may arise therefrom. | | 一、规范上市公司对外担保行为，严格控制上市公司对外担保风险 |
| |
|
| (1) Any external guaranty as provided by a listed company shall be subject to the deliberation of the board of directors or the shareholders' assembly; | | （一）上市公司对外担保必须经董事会或股东大会审议。 |
| |
|
| (2) The authority of the shareholders' assembly or the board of directors regarding the examination and approval of an external guaranty as well as the responsibility assuming system in the case of any violation of the said authority of examination and approval or the procedures for examination and deliberation shall be indicated in the Constitution of a listed company; | | （二）上市公司的《公司章程》应当明确股东大会、董事会审批对外担保的权限及违反审批权限、审议程序的责任追究制度。 |
| |
|
| (3) A external guaranty subject to the examination and approval of the shareholders' assembly shall be subject to the deliberation of the board of directors before it is submitted to the shareholders' assembly for examination and approval. A external guaranty that shall be subject to the examination and approval of the shareholders' assembly shall include but not be limited to the following circumstances: | | （三）应由股东大会审批的对外担保，必须经董事会审议通过后，方可提交股东大会审批。须经股东大会审批的对外担保，包括但不限于下列情形： |
| |
|
| a) Any guaranty as provided after the total amount of the external guaranty of a listed company and its controlling subsidiary companies exceeds 50% of the net assets upon the latest auditing; | | 1、上市公司及其控股子公司的对外担保总额，超过最近一期经审计净资产50％以后提供的任何担保； |
| |
|
| b) A guaranty as provided to a guaranteed party whose asset-liability ratio exceeds 70%; | | 2、为资产负债率超过70%的担保对象提供的担保； |
| |
|
| c) A guaranty, in which the amount of a single guaranty exceeds 10% of the net asset upon the latest auditing; and | | 3、单笔担保额超过最近一期经审计净资产10%的担保； |
| |
|
| d) A guaranty as provided to a shareholder, actual controller or the relevant associated party. | | 4、对股东、实际控制人及其关联方提供的担保。 |
Where the shareholders' assembly deliberates on a guaranty to be provided by a shareholder, actual controller or the relevant associated party, the shareholder, actual controller or the relevant associated party shall not take part in the voting. A resolution shall be approved by more than half of the other voting shareholders who attend the shareholders' assembly. | |
股东大会在审议为股东、实际控制人及其关联方提供的担保议案时，该股东或受该实际控制人支配的股东，不得参与该项表决，该项表决由出席股东大会的其他股东所持表决权的半数以上通过。 |
| |
|
| (4) As to a external guaranty subject to the examination and approval of the board of directors, it shall be subject to approval by more than 2/3 votes of the directors who attend the board of directors upon deliberation, and a resolution shall be made thereafter; | | （四）应由董事会审批的对外担保，必须经出席董事会的三分之二以上董事审议同意并做出决议。 |
| |
|
(5) An external guaranty subject to the deliberation and approval of the board of directors or the shareholders' assembly of a listed company shall be disclosed in a newspaper for information disclosure as designated by China Securities Regulatory Commission in a timely manner. The content as disclosed shall include the resolution of the board of directors or the shareholders' assembly as well as the total amount of external guaranty of a listed company and its controlling subsidiary companies and the total amount of the guaranty as provided by a listed company to its controlling subsidiary companies until the day when the information is disclosed.
．．．．．． | | （五）上市公司董事会或股东大会审议批准的对外担保，必须在中国证监会指定信息披露报刊上及时披露，披露的内容包括董事会或股东大会决议、截止信息披露日上市公司及其控股子公司对外担保总额、上市公司对控股子公司提供担保的总额。
．．．．．． |
|
Dear visitor, as a premium member of this database, you will get complete access to all content.Please go premium and get more.
1. To become a premium member, please call 400-810-8266 Ext. 171.
2. Binding to the account with access to this database.
3. Apply for a trial account.
4. To get instant access to a document, you can Pay Amount 【￥300.00】 for your single purchase. | |
您好：您现在要进入的是北大法宝英文库会员专区。
如您是我们英文用户可直接 登录，进入会员专区查询您所需要的信息；如您还不是我们 的英文用户；您可通过网上支付进行单篇购买，支付成功后即可立即查看本篇内容。
Tel: +86 (10) 82689699, +86 (10) 82668266 ext. 153
Mobile: +86 13311570713
Fax: +86 (10) 82668268
E-mail:info@chinalawinfo.com
|
| | | |
| | | |