China Resources Sanjiu: China Resources Sanjiu Pharmaceutical Co., Ltd. External Guarantee Management System (Revised in December 2025)
China Resources Sanjiu Pharmaceutical Co., Ltd.
External guarantee management system
(Revised and reviewed by the company’s 14th Board of Directors in 2025 on December 9, 2025)
Chapter 1 General Provisions
Article 1 Purpose
In order to regulate the external guarantee behavior of China Resources Sanjiu Pharmaceutical Co., Ltd. (hereinafter referred to as the company or China Resources Sanjiu), control the company's asset operation risks, ensure the company's asset safety, and protect the interests of investors, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law" ), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law") and other laws, regulations, normative documents and the relevant provisions of the "Articles of Association of China Resources Sanjiu Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), combined with the actual situation of the company, this system is specially formulated.
Article 2 Definition
The company acts as a third party to provide guarantee for the debtor's debt to the creditor. When the debtor fails to perform the debt, the company will perform the debt or assume the responsibility according to the agreement. Forms of guarantee include but are not limited to guarantee, mortgage and pledge. Including the company's guarantee for its holding subsidiaries.
Article 3 Scope of application
This system applies to China Resources Sanjiu and its holding subsidiaries within the scope of consolidation.
Chapter 2 Principles of External Guarantees
Article 4 The company implements unified management of external guarantees. No person has the right to sign contracts, agreements or other similar legal documents for external guarantees in the name of the company without the approval and authorization of the company's board of directors or shareholders' meeting.
Article 5 A company's external guarantees shall follow the principles of legality, prudence, and safety, and strictly control risks.
Article 6 If a company provides guarantees for its controlling shareholders, actual controllers and their related parties, it shall require the controlling shareholders, actual controllers and their related parties to provide counter-guarantees.
Article 7 The company shall provide guarantees to its holding subsidiaries and joint-stock companies in strict accordance with the shareholding ratio. It is strictly prohibited to provide financing guarantees to companies without equity relationships, and it is strictly prohibited to provide guarantees for excess share ratio to joint-stock companies. If it is really necessary to provide a guarantee for the excess share ratio of a controlled subsidiary, it must be submitted to the company's board of directors/shareholders meeting for approval.
Article 8 The company shall formulate an annual financing guarantee budget based on the principles of equal rights and responsibilities and controllable risks. Directors and senior managers of the company should prudently and strictly control the debt risks arising from guarantees, and bear joint and several liability for losses caused by violations or improper guarantees in accordance with the law.
Chapter 3 Approval Procedures for External Guarantees
Article 9 External guarantees provided by the company and its controlled subsidiaries must comply with the approval authority stipulated in the Articles of Association and shall be reviewed and approved by the company's board of directors or shareholders' meeting. No guarantee shall be provided in any way without approval.
Article 10 When the board of directors considers a guarantee matter, in addition to being reviewed and approved by more than half of all directors, it must also be reviewed and approved by more than two-thirds of the directors attending the board meeting and a resolution must be made, and it must be disclosed to the public in a timely manner.
Article 11 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. The following external guarantees of the company must be reviewed and approved by the shareholders’ meeting:
(1) Any guarantee provided after the total external guarantees of the company and its controlled subsidiaries exceed 50% of the latest audited net assets;
(2) Any guarantee provided after the company’s total external guarantee exceeds 30% of the latest audited total assets;
(3) The company’s guarantee amount within one year exceeds 30% of the company’s latest audited total assets;
(4) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
(5) A single guarantee amount exceeds 10% of the latest audited net assets;
(6) Guarantees provided to shareholders, actual controllers and their related parties.
Article 12 To provide external guarantee, the guaranteed person shall apply for it and provide the following relevant materials:
(1) The guaranteed person’s basic information, financial status, credit standing, repayment ability, etc.;
(2) The guaranteed party’s existing financing and guarantee situation;
(3) The financing amount, type, term, purpose, and expected economic effects of this guarantee;
(4) The source of repayment funds for this guaranteed financing;
(5) Other matters related to financing guarantees that may affect the company's decision on whether to provide guarantees.
Article 13 If the guaranteed party encounters any of the following circumstances, it must strictly control the guarantee or not provide guarantee.
(1) The guaranteed project does not comply with national laws and regulations and the company’s guarantee policy;
(2) It has entered into reorganization or bankruptcy liquidation procedures, is insolvent, has sustained losses for three years or more and has negative operating cash flow, etc. and does not have the ability to operate;
(3) Having major economic disputes with other enterprises, facing legal proceedings and possibly bearing greater liability for compensation;
(4) Valid property cannot be provided for guarantee or counter-guarantee in accordance with Article 7 of this system, or the property used for guarantee or counter-guarantee is property that is prohibited from circulation or is non-transferable by laws and regulations;
(5) A guarantee dispute has occurred with the company and its controlled subsidiaries and has not been properly resolved.
Article 14 The company may, when necessary, hire an external professional institution to assess the risks of implementing external guarantees as a basis for decision-making by the board of directors or shareholders' meeting.
Chapter 4 Review and Conclusion of Guarantee Contract
Article 15 A company must enter into a written guarantee contract when providing external guarantees. The guarantee contract must comply with the requirements of laws and regulations, and the contract matters must be clear.
Article 16 When a company signs a guarantee contract, it must have the resolution of the board of directors or shareholders' meeting on the guarantee matter and the authorization of the board of directors or shareholders' meeting.
Article 17 When a guarantee contract is concluded, the relevant responsible person must carefully review the relevant contents of the guarantee contract.
Article 18 The following terms shall be specified in the guarantee contract:
(1) Creditors and debtors;
(2) The type and amount of the guaranteed principal claim;
(3) The agreed time limit for debt performance between the debtor and the creditor;
(4) Guarantee method;
(5) Scope of guarantee;
(6) Guarantee period;
(7) Rights, obligations and liability for breach of contract of each party;
(8) Other matters deemed necessary by the parties.
Article 20 After deliberation and approval by the company’s shareholders’ meeting or board of directors, the legal
The designated representative or authorized representative is responsible for signing the guarantee contract, and no one may sign the guarantee contract on behalf of the company without authorization.
Article 21 When accepting a counter-guarantee mortgage or pledge, the Financial Management Center shall coordinate with relevant personnel to handle the mortgage or pledge registration procedures in a timely manner.
Article 22 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 debt repayment obligations on time, the company shall take necessary remedial measures in a timely manner.
Article 23 If the debt guaranteed by the company is extended after maturity and needs to continue to be guaranteed, it shall be treated as a new guarantee act and the guarantee approval procedures shall be performed again.
Chapter 5 Management of External Guarantees
Article 24 External guarantee matters shall be handled by the Financial Management Center, with the Securities Affairs Department and the Legal and Compliance Department responsible for assistance.
Article 25 The main responsibilities of the Financial Management Center are:
(1) Responsible for drafting or reviewing documents related to guarantees, handling specific guarantee procedures, and doing a good job in archiving and management of guarantee materials;
(2) Responsible for tracking and supervising the guaranteed unit, and assisting in providing various materials required for auditing and information disclosure;
(3) Responsible for handling other matters related to guarantee.
Article 26 The main responsibilities of the Securities Affairs Department:
(1) Responsible for drafting board of directors and shareholders meeting documents related to guarantees;
(2) Handle specific matters related to information disclosure.
Article 27 The main responsibilities of the Legal and Compliance Department:
(1) Collaborate with the Financial Management Center to conduct credit investigation and assessment of the guaranteed unit as needed;
(2) Responsible for handling legal disputes related to external guarantees;
(3) After the company assumes the guarantee liability, it will be responsible for handling litigation matters regarding the recovery of compensation from the guaranteed unit.
Article 28 The company shall properly manage the guarantee contract and related original data, ensure the completeness, accuracy and validity of the archived data, and pay attention to the timeliness and duration of the guarantee.
Article 29 The company shall continue to pay attention to the situation of the guaranteed party, understand the financial situation of the guaranteed party, analyze its financial situation and solvency, and pay attention to its production and operation, assets and liabilities, external guarantees, divisions and mergers, changes in legal representatives, etc. 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 is obliged to take effective measures to minimize losses.
Article 30 The company provides guarantees for others. When the guaranteed party fails to perform its repayment obligations in a timely manner after the debt is due, or the guaranteed party becomes bankrupt or liquidated, or the creditor claims that the company performs its guarantee obligations, the financial management center shall promptly understand the situation of the guaranteed party's debt repayment, prepare to initiate counter-guarantee recovery procedures, and report to the company's board of directors at the same time.
Article 31 If the company finds evidence that the guaranteed party has lost or may lose the ability to perform debts, it shall promptly take necessary measures to effectively control risks; if it finds that the creditor and the debtor have maliciously colluded to harm the company's interests, it shall immediately take measures such as requesting confirmation that the guarantee contract is invalid; if economic losses are caused by the guaranteed party's breach of contract, it shall promptly recover compensation from the guaranteed party.
Article 32 The Financial Management Center and the Legal and Compliance Department should take effective measures and report to the company based on the risk clues they learn.
Article 33 If a company serves as a guarantor and there are two or more guarantors for the same debt and they agree to bear the guarantee liability according to their share, it shall refuse to assume any guarantee liability beyond the company's agreed share.
Article 34: After the People's Court accepts the debtor's bankruptcy case and the creditor fails to declare its claims, the Financial Management Center and the Legal Compliance Department shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.
Chapter 6 Information Disclosure of External Guarantees
Article 35 The company shall conscientiously perform its information disclosure obligations on external guarantees in accordance with the relevant laws and regulations such as the Stock Listing Rules, normative documents, and the Articles of Association.
Article 36 The company shall take necessary measures to limit the number of persons with knowledge of the information to the minimum before the guarantee information is publicly disclosed in accordance with the law. Anyone who knows the company's guarantee information legally or illegally has the obligation to keep it confidential until the date the information is publicly disclosed in accordance with the law, otherwise he will bear the legal liability arising therefrom.
Chapter 7 Responsibility and Punishment
Article 37 If the relevant responsible personnel violates the provisions of the law and the company's articles of association, ignores risks and makes guarantees without authorization or neglects to perform their duties and causes losses to the company, he or she shall be fined or punished depending on the severity of the case.
Article 38 If the person responsible violates the provisions of the criminal law, the company shall transfer the violation to the judicial authority for investigation of criminal liability in accordance with the law.
Chapter 8 Supplementary Provisions
Article 39 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the Articles of Association.
Article 40 This system shall be revised by the company's board of directors.
Article 41 This system will come into effect after being reviewed and approved by the company's board of directors, and the company's board of directors will be responsible for interpretation.