/Lepu Medical: Measures for the Management of External Guarantees (October 2025)

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Lepu Medical: Measures for the Management of External Guarantees (October 2025)

Shenzhen Stock Exchange

2025/10/25

Lepu (Beijing) Medical Equipment Co., Ltd. Measures for the Administration of External Guarantees Lepu (Beijing) Medical Equipment Co., Ltd. Measures for the Administration of External Guarantees

October 2025

Lepu (Beijing) Medical Devices Co., Ltd. Measures for the Administration of External Guarantees

Chapter 1 General Provisions

Article 1 In order to protect the legitimate rights and interests of investors, regulate the external guarantee behavior of Lepu (Beijing) Medical Devices Co., Ltd. (hereinafter referred to as the "Company"), effectively prevent the company's external guarantee risks, ensure the safety of the company's assets, and promote the company's healthy and stable development, in accordance with the "Company Law of the People's Republic of China", the "Civil Code of the People's Republic of China", the "Shenzhen Stock Exchange GEM Stock Listing Rules", and "Listed Company Supervision Guidelines Article 8" No. - Supervisory Requirements for Capital Transactions and External Guarantees of Listed Companies, "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 2 - Standardized Operations of GEM Listed Companies" and other laws, regulations, normative documents and relevant provisions of the "Articles of Association of Lepu (Beijing) Medical Devices Co., Ltd." (hereinafter referred to as the "Articles of Association"), these management measures are formulated.

Article 2 The term "external guarantee" as mentioned in these Measures refers to the guarantee, mortgage, pledge or other guarantee provided by the company to others, including its controlled subsidiaries.

These Measures apply to the company and its holding subsidiaries.

Article 3 The company implements unified management of external guarantees. No individual or department has the right to sign contracts, agreements or other similar legal documents for external guarantees in the name of the company without the approval of the company's board of directors or shareholders' meeting.

Article 4 When a company provides guarantees to others, it shall take counter-guarantee and other necessary measures to prevent risks as appropriate, and carefully judge the actual guarantee capacity of the counter-guarantee provider and the enforceability of the counter-guarantee.

Article 5 The internal control of a company's external guarantees shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control guarantee risks.

Chapter 2 Conditions for external guarantees

Article 6 The company may provide guarantees for units with independent legal personality and meeting one of the following conditions:

(1) Mutual insurance units required by the company’s business;

(2) Units that have important business relationships with the company;

Lepu (Beijing) Medical Devices Co., Ltd. Measures for the Administration of External Guarantees

(3) Units that have potentially significant business relationships with the company;

(4) The company’s holding subsidiaries and other units with controlling relationships;

(5) The company’s associated companies.

Article 7 If there is a guaranteed person who does not meet the conditions listed in Article 6 of these Measures, but the company believes that it needs to develop business contacts and cooperative relationships with the guaranteed person and the risk is relatively small, it can only provide guarantee for it with the consent of more than two-thirds of all members of the company's board of directors or after review and approval by the shareholders' meeting.

Chapter 3 Procedures for Performance of External Guarantees

Section 1 Review of Guaranteed Objects

Article 8 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 debtor's financial status, operating status, industry prospects and credit situation, and conduct a full analysis of the benefits and risks of the guarantee. When necessary, the company can hire an external professional agency to assess the risks of implementing external guarantees as a basis for decision-making by the board of directors or shareholders.

Article 9 The credit status information of the applicant for guarantor shall at least include the following contents:

(1) Basic information of the enterprise, including business license, copy of the articles of association, identity certificate of the legal representative, relevant information reflecting the affiliation and other relationships with the company, etc.;

(2) Guarantee application, including but not limited to the guarantee method, term, amount, etc.;

(3) Audited financial reports and analysis of repayment ability in the past three years;

(4) A copy of the main contract related to the loan;

(5) A statement that there are no potential or ongoing major lawsuits, arbitrations or administrative penalties;

(6) Information deemed important by other companies.

Article 10 The handling department shall investigate and verify the business and financial status, project situation, credit situation, industry prospects, etc. of the guarantor applying based on the basic information provided by the guarantor applying, and provide written opinions. After approval by the general manager of the company, the relevant information and written opinions shall be submitted to the company's board of directors or shareholders' meeting for approval. Lepu (Beijing) Medical Devices Co., Ltd. Measures for the Administration of External Guarantees

Article 11 The company's board of directors or shareholders will review and vote on the submitted materials, and record the voting results. No guarantee shall be provided to those who have any of the following circumstances or who provide insufficient information.

(1) The investment direction of funds does not comply with national laws and regulations or national industrial policies;

(2) There are false records in financial accounting documents or false information provided in the last three years;

(3) The company has provided guarantee for it, and the bank loan has been overdue, interest arrears, etc. has not been repaid or effective handling measures cannot be implemented by the time of this guarantee application;

(4) The operating conditions have deteriorated, the reputation is bad, and there is no sign of improvement;

(5) Other circumstances where the board of directors deems it impossible to provide guarantee.

Section 2 Guarantee Approval Authority

Article 12 The highest decision-making body for the company’s external guarantees is the company’s shareholders’ meeting. The board of directors shall exercise its decision-making power on external guarantees in accordance with the provisions of the Articles of Association regarding the approval authority of the board of directors for external guarantees; when the provisions of the Articles of Association are exceeded, the board of directors shall submit a plan to the shareholders' meeting for approval.

When the shareholders' meeting or the board of directors makes a resolution on a guarantee matter, shareholders or directors who have an interest in the guarantee matter shall abstain from voting.

The board of directors is responsible for organizing, managing and implementing external guarantee matters approved by the shareholders' meeting.

Article 13 If a company's controlled subsidiary provides guarantees for legal persons or other organizations within the scope of the company's consolidated statements, the company shall promptly disclose it after the controlled subsidiary has completed the review procedures.

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 be implemented after approval by the company's board of directors or shareholders' meeting in accordance with the approval authority stipulated in these Measures. Directors and senior managers assigned by the company to the controlled subsidiary shall not participate in the review and voting of external guarantee matters by the board of directors or shareholders' meeting of the controlled subsidiary before consulting the company's relevant institutions with the power to review and approve external guarantee matters.

The company's controlled subsidiaries should promptly notify the listed company to perform its information disclosure obligations in accordance with regulations after its board of directors or shareholders' meeting makes a resolution.

Article 14 The company's external guarantees shall be calculated based on the amount incurred, and shall be calculated cumulatively within twelve consecutive months according to the type of transaction Lepu (Beijing) Medical Devices Co., Ltd.'s External Guarantee Management Measures.

Article 15 Independent directors shall express independent opinions when the board of directors considers external guarantee matters. If necessary, they may hire an accounting firm to verify the company's cumulative and current external guarantees. If any abnormality is discovered, it should be reported to the board of directors and regulatory authorities in a timely manner and announced.

The sponsor institution or independent financial adviser (if applicable) should express independent opinions on its legality and compliance, impact on the company and existing risks when the board of directors considers the provision of guarantees (except for the provision of guarantees for subsidiaries within the scope of consolidation). If necessary, an accounting firm can be hired to verify the company's cumulative and current guarantees. If any abnormality is discovered, it shall be reported and disclosed to the board of directors and the Shenzhen Stock Exchange in a timely manner.

Article 16 For guarantee matters within the scope of authority of the board of directors as stipulated in the company's articles of association, in addition to being approved by more than half of all directors, it must also be approved by more than two-thirds of the directors attending the board of directors meeting.

Article 17 External guarantees that should be 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, but are not limited to, the following situations:

(1) Any guarantee provided after the total amount of guarantees provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;

(2) Any guarantee provided after the total amount of guarantees provided by the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;

(3) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;

(4) A single guarantee amount exceeds 10% of the company’s latest audited net assets;

(5) Guarantees provided to shareholders, actual controllers and their related parties;

(6) A guarantee whose amount exceeds 30% of the company’s latest audited total assets within twelve consecutive months;

(7) The guarantee amount exceeds 50% of the company’s latest audited net assets within twelve consecutive months and the absolute amount exceeds 50 million yuan;

(8) Other guarantee situations stipulated by the Shenzhen Stock Exchange or the company's articles of association.

Lepu (Beijing) Medical Devices Co., Ltd. Measures for the Administration of External Guarantees

When the board of directors considers guarantee matters, it must be reviewed and approved by more than two-thirds of the directors present at the board meeting. When the shareholders' meeting considers the guarantee item (6) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.

When the shareholders' meeting considers the guarantee proposal 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.

For guarantee matters that should be submitted to the shareholders' meeting for review, when judging whether the asset-liability ratio of the guaranteed party exceeds 70%, the higher of the guaranteed party's audited financial statements for the most recent year and the most recent financial statement data shall prevail.

Article 18 The company provides guarantees for its wholly-owned subsidiaries, or provides guarantees for its controlled subsidiaries and other shareholders of the controlled subsidiaries provide guarantees in equal proportions based on their rights and interests. If the company falls under the circumstances of items (1), (3), (4) and (7) of paragraph 2 of Article 17 of these Measures, it may be exempted from submission to the shareholders' meeting for review.

Article 19 The company provides guarantees for 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 twelve 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 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 20 When a company provides guarantees for its holding subsidiaries or joint-stock companies, other shareholders of the holding subsidiaries or joint-stock companies shall, in principle, provide risk control measures such as equal guarantees or counter-guarantees in proportion to their capital contributions. If the relevant shareholders fail to provide equal proportions of guarantees or counter-guarantees and other risk control measures to the company's holding subsidiaries or joint-stock companies in proportion to their capital contribution, the company's board of directors shall disclose the main reasons and fully explain whether the guarantee risks are controllable and whether it harms the company's interests, etc., based on the analysis of the operating conditions and solvency of the guaranteed objects.

Article 21 If the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed, it shall be used as a new external guarantee and the guarantee approval procedures and information disclosure obligations shall be performed again.

Lepu (Beijing) Medical Devices Co., Ltd. Measures for the Administration of External Guarantees

Article 22 The counter-guarantee provided by the company and its controlled 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 controlled subsidiaries provide counter-guarantees for guarantees based on their own debts.

Article 23 If a company encounters changes in the scope of its consolidated statements due to transactions or related transactions, and if the original guarantee forms a guarantee for related parties after the completion of the transaction, it shall promptly perform the corresponding review procedures and disclosure obligations for the relevant related guarantees. If the board of directors or shareholders' meeting fails to review and approve the above-mentioned related-party guarantee matters, the parties to the transaction shall take effective measures such as early termination of the guarantee or cancellation of relevant transactions or related-party transactions to avoid the formation of illegal related-party guarantees.

Section 3 Conclusion of Guarantee Contract

Article 24 A company must enter into a written guarantee contract when providing external guarantees. The guarantee contract shall have the content required by laws and regulations such as the Civil Code of the People's Republic of China.

Article 25 A guarantee contract shall at least include the following contents:

(1) The type and amount of the guaranteed principal claim;

(2) The time limit for the debtor to perform its debts;

(3) Method of guarantee;

(4) Scope of guarantee;

(5) Guarantee period;

(6) Other matters deemed necessary by the parties.

Article 26 When a guarantee contract is concluded, the responsible person must comprehensively and carefully examine the main contract, the signing parties and relevant contents of the guarantee contract. For clauses that violate laws, regulations, the Articles of Association, relevant resolutions of the company's board of directors or shareholders' meeting, and impose unreasonable obligations or unpredictable risks on the company, the other party should be required to modify them. If the other party refuses to make modifications, the responsible person shall refuse to provide guarantee for it and report to the company's board of directors or shareholders' meeting.

Article 27 The company's guarantee contract shall be signed by the chairman or the person authorized by the chairman in accordance with the resolution of the company's board of directors or shareholders' meeting. No one may sign a guarantee contract on behalf of the company without the approval and authorization of the company's shareholders' meeting or board of directors resolution. The responsible person shall not sign a guarantee contract beyond his authority or sign or seal the main contract as a guarantor.

Article 28 A company may sign a mutual insurance agreement with an enterprise legal person that meets the conditions stipulated in these Measures. The responsible person shall promptly require the other party to truthfully provide relevant financial accounting statements and other information that can reflect its solvency.

Article 29 When accepting a counter-guaranteed mortgage or counter-guaranteed pledge, the company's financial department shall work with the company's legal department to improve the relevant legal procedures, especially the timely handling of mortgage or pledge registration and other procedures.

Article 30 The company should properly manage the guarantee contract and related original data, conduct timely cleaning and inspection, and regularly check with banks and other relevant institutions to ensure that the archived data is complete, accurate and effective, and pay attention to the timeliness and period of the guarantee. During the contract management process, once an abnormal contract is discovered that has not been approved by the board of directors or shareholders' meeting, it should be reported to the board of directors and the stock exchange in a timely manner.

Chapter 4 Management of External Guarantees

Section 1 External guarantee handling departments and their responsibilities

Article 31 The company's external guarantee handling departments are the finance department and the department responsible for the company's legal affairs, and they work together within their respective scopes of responsibility.

Article 32 Regarding external guarantee matters, the main responsibilities of the company’s finance department are:

(1) Conduct credit investigation and evaluation of the guaranteed unit;

(2) Handle specific guarantee procedures;

(3) After providing external guarantee, do a good job in tracking, inspecting and supervising the guaranteed unit;

(4) Earnestly do a good job in archiving and managing documents related to the guaranteed enterprise;

(5) Promptly and truthfully provide all external guarantee matters of the company to the company’s audit institution in accordance with regulations;

(6) Handle other matters related to guarantee.

Article 33 Regarding external guarantee matters, the main responsibilities of the department responsible for the company’s legal affairs are as follows: Lepu (Beijing) Medical Devices Co., Ltd. External Guarantee Management Measures

(1) Collaborate with the Finance Department to conduct credit investigation and evaluation of the guaranteed unit;

(2) Responsible for drafting or legally reviewing all documents related to external guarantees;

(3) Responsible for handling legal disputes arising in the process of external guarantee;

(4) After the company assumes the guarantee liability, it is responsible for handling the recovery matters against the guaranteed unit;

(5) Handle other matters related to guarantee.

Article 34 The financial department and the company's department responsible for legal affairs should continue to pay attention to the situation of the guaranteed party, collect the latest financial information and audit reports of the guaranteed party, regularly analyze its financial status and solvency, pay attention to its production and operation, assets and liabilities, external guarantees, divisions and mergers, changes in legal representatives, etc., establish relevant financial files, and report to the board of directors regularly. If it is discovered that the business conditions of the guaranteed party have seriously deteriorated or major events such as company dissolution or division have occurred, the relevant responsible persons should report to the board of directors in a timely manner. The board of directors should take effective measures to minimize losses.

Section 2 Risk Management

Article 35 After the externally 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 remedial measures in a timely manner.

Article 36 When a company provides guarantees to others, it shall continue to pay attention to the financial status and repayment ability of the guaranteed party. When the guaranteed party fails to perform its repayment obligations within 15 trading days after the debt is due, or the guaranteed party becomes bankrupt, liquidated, or has other circumstances that seriously affect the repayment ability, the company's handling department shall promptly notify the secretary of the board of directors, who will immediately report to the company's board of directors to take effective measures and make a timely disclosure.

Article 37 When the guaranteed party is unable to perform the contract and the secured creditor asserts guarantee liability against the company, the company's handling department shall immediately initiate counter-guarantee recovery procedures and notify the secretary of the board of directors, who shall immediately report to the company's board of directors.

Article 38 After the company performs its guarantee obligations for the debtor, it shall take effective measures to recover compensation from the debtor. The company's handling department shall simultaneously notify the secretary of the board of directors of the recovery situation, who shall immediately report it to the company's board of directors.

Article 39 The company finds evidence proving that the guaranteed person has lost or may lose the ability to perform debts. Lepu (Beijing) Medical Devices Co., Ltd. Management Measures for External Guarantees

When necessary, necessary measures should be taken in a timely manner to effectively control risks; if it is discovered that malicious collusion between creditors and debtors has harmed the interests of the company, measures such as requesting confirmation of the invalidity of the guarantee contract should be taken immediately; if economic losses are caused by the guaranteed party's breach of contract, compensation should be promptly sought from the guaranteed party.

Article 40 The company's board of directors shall conduct regular verification of the company's guarantee behavior. If a company commits any violation of guarantees, it shall disclose it in a timely manner, and the board of directors shall take reasonable and effective measures to terminate or correct the violation of guarantees, reduce the company's losses, safeguard the interests of the company and small and medium-sized shareholders, and hold relevant personnel accountable.

Chapter 5 Legal Liability

Article 41 If the company's board of directors provides guarantees in violation of the provisions of these Measures, the audit committee shall be responsible for making corrections; if losses are caused to the company, the relevant responsible directors shall compensate and bear joint and several liability; if the circumstances are serious, the audit committee shall request the shareholders' meeting to remove the relevant responsible directors from their posts and pursue their corresponding legal liabilities as appropriate.

If a company's senior managers provide guarantees in violation of the provisions of these Measures, the board of directors or the audit committee shall instruct them to make corrections; if losses are caused to the company, the relevant senior managers shall compensate and bear joint and several liability; if the circumstances are serious, the board of directors shall remove them from their corresponding positions and investigate their corresponding legal liabilities as appropriate.

If the directors, supervisors and senior managers assigned by the company to its controlled subsidiaries violate the provisions of these Measures and participate in the review or voting of external guarantees, the company shall be obliged to make corrections; if losses are caused to the company, the relevant responsible personnel shall compensate and bear joint and several liability; if the circumstances are serious, the company shall remove them from their corresponding positions through the shareholders' meeting and the board of directors of the controlled subsidiaries, and investigate their corresponding legal liabilities as appropriate.

Article 42 If a company's directors or senior managers engage in fraud or engage in personal fraud in the process of providing external guarantees, or sign a guarantee contract on behalf of the company without authorization or sign a guarantee contract beyond their authority, the company's shareholders' meeting or board of directors shall remove them from their posts; if they cause losses to the company, the company shall hold them accountable for their corresponding legal responsibilities.

Article 43 If other handling personnel other than directors and senior managers of the company engage in fraud, engage in malpractice during the external guarantee process, or sign a guarantee contract on behalf of the company without authorization or sign a guarantee contract beyond their authority, the company shall terminate the labor contract; if losses are caused to the company, the company shall pursue their corresponding legal responsibilities.

Lepu (Beijing) Medical Devices Co., Ltd. Measures for the Administration of External Guarantees

Chapter 6 Supplementary Provisions

Article 44 The term "above" in these Measures includes the original number; the term "more than" does not include the original number.

Article 45 Matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations, rules, other normative documents and the relevant provisions of the Articles of Association.

If these Measures are inconsistent with relevant laws, regulations, rules, other normative documents or the Articles of Association, the provisions of the relevant laws, regulations, rules, other normative documents or the Articles of Association shall prevail.

Article 46 The company's board of directors is responsible for interpreting these regulations.

Article 47 These Measures shall come into effect upon review and approval by the company’s shareholders’ meeting, and the same shall apply when revised.