Jianyou Shares External Guarantee Management System (Revised in October 2025)
Nanjing Jianyou Biochemical Pharmaceutical Co., Ltd.
External guarantee management system
Chapter 1 General Provisions
Article 1 In order to regulate the company's external guarantee behavior, effectively control the company's external guarantee risks, and protect the legitimate rights and interests of investors, this system is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Stock Listing Rules of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 - Standardized Operations (hereinafter referred to as the "Supervisory Guidelines No. 1") and other laws, regulations, normative documents and company articles of association.
Article 2 All directors and senior managers of the company shall prudently treat and strictly control the debt risks arising from the company's external guarantees.
Article 3 The term "external guarantee" as mentioned in this system refers to the guarantee provided by the company to others, including the company's guarantee to its holding subsidiaries.
The term "total external guarantees of the company and its holding subsidiaries" as referred to in this system refers to the sum of the total external guarantees of the company, including the company's guarantees to its holding subsidiaries, and the total external guarantees of the company's holding subsidiaries.
External guarantees provided by the company's holding subsidiaries shall be implemented in accordance with the relevant provisions of this system.
Article 4 The company’s external guarantees shall follow the following basic principles:
The principles of equality, voluntariness, fairness, integrity and mutual benefit;
Prudent, legal and normative principles.
Article 5 No unit or individual (including controlling shareholders and other related parties) may take any illegal form to force or force the company to provide guarantees for others. The company has the right to refuse any attempt to force or force it to provide guarantees for others.
Article 6 The company's external guarantees are under the unified management of the company. Subordinate departments are not allowed to provide guarantees to external parties, provide guarantees to each other, or ask external units to provide guarantees for them.
Article 7 In addition to providing guarantees for its holding subsidiaries, when the company provides external guarantees, it must require the guaranteed party to provide a counter-guarantee, and the provider of the counter-guarantee must have the actual ability to bear it.
Chapter 2 Review of External Guarantee Objects
Article 8 The company may provide guarantees for units that have independent legal personality and strong solvency and meet one of the following conditions:
Units that require mutual insurance due to company business;
Units that have actual or potential important business relationships with the company;
The company’s holding subsidiaries and other units with controlling relationships.
Article 9 Although the company does not meet the conditions listed in Article 8 of this system, but the company believes that it is necessary to develop business contacts and cooperative relations with the guarantor applicant and the risk is relatively small, it may provide a guarantee after review and approval by the company's board of directors or shareholders' meeting.
Article 10 Before deciding to provide a guarantee for others, or before submitting it to the shareholders' meeting for voting, the company's board of directors shall understand the credit status of the debtor and conduct a full analysis of the benefits and risks of the guarantee.
Article 11 The company shall investigate the credit status of the guaranteed object and require the guaranteed object to provide the company with the following credit status information:
Basic information of the enterprise, including but not limited to the enterprise's legal person business license, articles of association, identity certificate of the legal representative, relevant information on the relationship with the company and other relationships;
Guarantee application form, including but not limited to the guarantee method, term, amount, etc.;
Audited financial reports and repayment ability analysis for the past three years;
The main contract and documents related to the main contract;
Counter guarantee plan and basic information;
A description of the absence of potential and ongoing major litigation, arbitration or administrative penalties;
Other information that the company deems necessary to provide.
Article 12 If the guaranteed object has the following credit conditions at the same time, the company may provide guarantee for it:
It is an enterprise legal person established in accordance with the law and effectively existing, and there is no situation that requires or should terminate it;
Have the ability to pay debts;
Have good profitability and development prospects;
If the company has provided guarantee for it, it has not been required by the creditor to bear guarantee liability;
The financial information provided is true, complete and valid;
Provide a counter-guarantee recognized by the company, and the provider of the counter-guarantee has the actual ability to bear it;
There are no other major risks.
Article 13 The departments and personnel specifically handling guarantee matters (hereinafter referred to as the responsible persons) shall conduct investigations based on the above information provided by the guaranteed object to determine whether the information is true.
Article 14 The responsible person has the obligation to ensure the authenticity of the main contract, prevent both parties to the main contract from colluding maliciously or using other fraudulent means to defraud the company's guarantee, and bear the liability risk for the authenticity. For other materials required by the company's board of directors or shareholders' meeting from the guaranteed party, the responsible person should request them from the guaranteed party.
Article 15 The department responsible for handling guarantee matters shall investigate the solvency, operating conditions and creditworthiness of the guaranteed object through its bank account, business dealing units and other aspects. When necessary, authorize the company to send directors to arrange company auditors or hire intermediaries to audit it.
Article 16 The financial officer of the company may communicate appropriately with the directors and managers assigned to the guaranteed object to ensure the authenticity of the relevant information.
Chapter 3 Approval Procedures for External Guarantees
Article 17 The company's external guarantee shall be reviewed and approved by the company's board of directors or shareholders' meeting.
Article 18 External guarantees that should be reviewed and approved by the shareholders' meeting must be reviewed and approved by the board of directors before being submitted to the shareholders' meeting for approval. External guarantees that must be approved by the shareholders’ meeting include the following situations:
Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
A single guarantee amount exceeds 10% of the company’s latest audited net assets;
According to the cumulative calculation principle of the guarantee amount within twelve consecutive months, the guarantee amount exceeds 30% of the company’s latest audited total assets;
Guarantees provided to shareholders, actual controllers and their related parties;
Other guarantee situations stipulated by regulatory agencies and the company's articles of association.
Article 19 In addition to the external guarantees listed in Article 18 of this system that should be reviewed and approved by the shareholders’ meeting, other external guarantee matters shall be reviewed and approved by the board of directors.
External guarantee matters that should be reviewed and approved by the board of directors shall be reviewed and approved by more than half of all directors, and must be reviewed and approved by more than two-thirds of the directors present at the board of directors, and shall be disclosed in a timely manner.
Article 20 Without the approval of the company's board of directors or shareholders' meeting, no one may sign a guarantee contract beyond his authority, nor may he sign or seal the main contract as a guarantor.
Article 21 When the shareholders' meeting considers the guarantee proposal provided for shareholders, actual controllers and their related parties, the shareholder or the shareholders controlled by the actual controller shall not participate in the voting. The voting shall be passed by more than half of the voting rights held by other shareholders attending the shareholders' meeting.
The shareholders' meeting shall consider external guarantee matters in which the guarantee amount exceeds 30% of the company's latest audited total assets based on the cumulative calculation principle of the guarantee amount within twelve consecutive months, and shall be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.
Article 22 The company provides guarantees to its controlled subsidiaries. If there are a large number of guarantees each year and it is necessary to enter into guarantee agreements frequently and it is difficult to submit each agreement to the board of directors or the shareholders' meeting for review, the company can separately estimate the total amount of new guarantees in the next 12 months for the two types of subsidiaries with an asset-liability ratio of more than 70% and the asset-liability ratio below 70%, and submit it to the shareholders' meeting for review.
When the aforementioned guarantee matters actually occur, the company shall disclose them in a timely manner. The guarantee balance at any point in time shall not exceed the guarantee limit approved by the shareholders' meeting.
Article 23 If the company provides guarantees to joint ventures or associates and the guaranteed person is not a director, senior manager, shareholder holding more than 5% of the company's shares, a controlling shareholder or an associate of the actual controller, if there are a large number of guarantee agreements that occur every year and it is necessary to frequently enter into guarantee agreements and it is difficult to submit each agreement to the board of directors or the shareholders' meeting for review, the company can make reasonable estimates of the specific objects to be provided with guarantees in the next 12 months and the corresponding new guarantee amounts, and submit them to the shareholders' meeting for review.
When the aforementioned guarantee matters actually occur, the company shall disclose it in a timely manner, and the guarantee balance at any point in time shall not exceed the guarantee limit approved by the shareholders' meeting.
Article 24 If the company estimates the guarantee amount to a joint venture or associated enterprise and meets the following conditions, it may adjust the guarantee amount between joint ventures or associated enterprises:
(1) The amount of a single transfer by the transferee shall not exceed 10% of the company’s latest audited net assets;
(2) Guarantee objects whose asset-liability ratio exceeds 70% when the adjustment occurs can only obtain guarantee lines from guarantee objects whose asset-liability ratio exceeds 70% (when the shareholder meeting reviews the guarantee limit);
(3) When the transfer occurs, the transferred party has no overdue and unpaid liabilities. When the adjustment matter mentioned in the preceding paragraph actually occurs, the company shall disclose it in a timely manner.
Article 25 The provision of guarantees by a company's holding subsidiary to external parties shall be subject to approval by the board of directors or shareholders' meeting of the holding subsidiary in accordance with the provisions of the holding subsidiary's articles of association.
Directors or shareholder representatives appointed by the company should seek opinions from the company's relevant functional departments before expressing opinions on the company's related guarantee matters on behalf of the company's interests at the board of directors or shareholders' meetings of the controlled subsidiary.
Article 26 If a company's controlled subsidiary provides a guarantee for a legal person or other organization within the scope of the company's consolidated statements, the company shall disclose it in a timely manner after the controlled subsidiary has completed the review procedures, except for guarantee matters that should be submitted to the company's shareholders' meeting for review in accordance with this system.
If a company's controlled subsidiary provides guarantees for entities other than those specified in the preceding paragraph, it shall be deemed as the company providing guarantees and shall abide by the relevant provisions of this system.
Article 27 The counter-guarantee provided by the company and its holding subsidiaries shall be implemented in accordance with the relevant provisions on guarantees, and the corresponding review procedures and information disclosure obligations shall be performed based on the amount of counter-guarantee provided, except where the company and its holding subsidiaries provide counter-guarantees for guarantees based on their own debts.
Chapter 4 Management of External Guarantees
Article 28 External guarantees shall be handled by the company's finance department in accordance with the resolutions of the company's board of directors and shareholders' meeting, with the assistance of legal personnel.
Article 29 The company’s finance department mainly performs the following responsibilities for the company’s external guarantees:
Conduct credit investigation and evaluation of the guaranteed unit;
Handle specific guarantee procedures;
After providing external guarantee, do a good job of tracking, inspecting and supervising the guaranteed unit;
Earnestly do a good job in document archiving and management of the guaranteed enterprise;
Promptly and truthfully provide all external guarantee matters of the company to the company’s audit agency in accordance with regulations;
Handle other matters related to guarantee.
Article 30 During the process of external guarantee, the main responsibilities of the company’s legal personnel are as follows:
Cooperate with the Finance Department to conduct credit investigation and evaluation of the guaranteed unit;
Responsible for drafting or legally reviewing all documents related to the guarantee;
Responsible for handling legal disputes related to external guarantees;
After the company assumes the guarantee liability, it will be responsible for handling the recovery of the guaranteed unit;
Handle other matters related to guarantee.
Article 31 A written guarantee contract must be concluded for external guarantees. The guarantee contract must comply with relevant legal regulations, have clear contract matters, and be reviewed by the company's finance department. The guarantee contract should specify the following terms:
Creditors and debtors;
The type and amount of the guaranteed principal claim;
The time limit for the debtor to perform its debt;
Scope, method and period of guarantee;
Other matters deemed necessary by both parties.
Article 32 When a guarantee contract is concluded, the relevant responsible departments and responsible persons of the company must carefully review the relevant contents of the guarantee contract. For mandatory clauses or clauses that are obviously detrimental to the company's interests and clauses that may involve unforeseen risks, the other party should be required to modify or refuse to provide guarantees.
Article 33 During the guarantee period, if the scope, responsibilities and duration of the guarantee contract need to be modified due to changes in the terms of the main contract between the guaranteed party and the beneficiary, the relevant responsible person shall apply for approval according to the approval authority for re-signing the guarantee contract, and the company's legal department shall review the changes. If it is necessary to re-perform the review process and conclude a new guarantee contract, the original contract will be invalid.
Article 34 The guarantee contract shall be properly kept in accordance with the company's internal management regulations. When the guarantee contract is signed, modified, extended, terminated, advanced, or withdrawn, the board of directors, the company's finance department, and other relevant management departments shall be promptly notified.
Article 35 The counter-guarantee provided by the guaranteed party must correspond to the amount guaranteed by the company.
Article 36 If laws and regulations stipulate that guarantee registration must be carried out, guarantee registration must be done at the relevant registration authority.
Article 37 After the guarantee contract is signed, the company's finance department shall be responsible for keeping the guarantee contract and related materials, and monitoring and handling follow-up matters of external guarantees.
Article 38 After the debt guaranteed by the company matures, the relevant person in charge shall actively urge the guaranteed party to perform the debt.
If the debt guaranteed by the company needs to be extended after maturity and continues to be guaranteed by it, it shall be used as a new external guarantee and the review procedures and information disclosure obligations shall be performed again.
Article 39 The company shall continue to pay attention to the financial status and solvency of the guaranteed party. If it is found that the guaranteed business condition has seriously deteriorated or major events such as company dissolution or division have occurred, the company's board of directors shall take effective measures in a timely manner to minimize losses.
After the guaranteed debt matures, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time. If the guaranteed party fails to perform its obligations on time, the company shall take necessary countermeasures in a timely manner.
Article 40 For guarantees that meet the disclosure standards, if the guaranteed party fails to perform its repayment obligations within 15 trading days after the debt matures, or the guaranteed party goes bankrupt, liquidates, or has other circumstances that seriously affect its repayment ability, the company shall disclose it in a timely manner.
Article 41 If there are more than two guarantors in the guarantee contract and they agree with the creditor to assume the guarantee liability in proportion, the company shall refuse to assume the guarantee liability beyond the company's share.
Article 42 After the company has performed its guarantee obligations to creditors, it must take effective measures to recover compensation from the debtor.
Article 43 All directors of the company shall prudently treat and strictly control the debt risks arising from external guarantees, and bear joint and several liability for losses caused by illegal or inappropriate external guarantees in accordance with the law.
Article 44 If a company's directors, managers and other relevant personnel sign external guarantee contracts in the name of the company without authorization and cause losses to the company, they shall be liable for compensation for the company's losses.
Article 45 The company shall establish and improve the management system for the custody and use of seals, designate a dedicated person to keep the seal and register its use, clarify the approval authority for the use of seals related to guarantee matters, and register the use of seals related to guarantee matters.
Company seal custodians should manage seals in accordance with the seal custody and use management system and refuse to use seals in violation of the system. If any abnormality occurs in the custody or use of the company seal, the company seal custodian shall promptly report to the board of directors.
Article 46 If the controlling shareholders, actual controllers and other related parties fail to repay the debts provided by the company in a timely manner, or occupy or transfer the company's funds, assets or other resources, causing losses or possible losses to the company, the company's board of directors shall promptly take protective measures such as recovery, litigation, property preservation, and ordering the provision of guarantees to avoid or reduce the losses, and hold the relevant personnel accountable.
Article 47 If a company commits any illegal guarantee behavior, it shall disclose it in a timely manner and take reasonable and effective measures to terminate or correct the illegal guarantee behavior, reduce the company's losses, safeguard the interests of the company and small and medium-sized shareholders, and hold the relevant personnel accountable.
Article 48 If the relevant responsible person fails to handle external guarantee matters in accordance with the provisions of this system, the company shall deal with it according to the seriousness of the case.
Chapter 5 Supplementary Provisions
Article 49 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the company's articles of association. If this system is inconsistent with the relevant provisions of relevant laws, regulations, normative documents and the company's articles of association, the provisions of the relevant laws, regulations, normative documents and the company's articles of association shall prevail.
Article 50 The terms "above" and "within" used in this system include the original number; the terms "over", "below", "more than" and "exceed" do not include the original number.
Article 51 This system will come into effect after being reviewed and approved by the company's shareholders' meeting.
Article 52 The company’s board of directors is responsible for interpreting this system.