[Temporary Announcement] Chunsheng Pharmaceutical: External Guarantee Management System
Announcement number: 2025-072
Securities code: 831983 Securities abbreviation: Chunsheng Pharmaceutical Sponsoring broker: Kaiyuan Securities
Sichuan Chunsheng Pharmaceutical Group Co., Ltd. External Guarantee Management System
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Review and voting status
The 21st meeting of the company's fourth board of directors reviewed and approved the "Proposal on Amending the External Guarantee Management System". The voting results of the proposal were: 5 votes in favor, 0 votes against, and 0 abstentions. The proposal still needs to be submitted to the seventh extraordinary shareholders' meeting in 2025 for review.
2. List the main contents of the system in chapters
Sichuan Chunsheng Pharmaceutical Group Co., Ltd.
External guarantee management system
Chapter 1 General Provisions
Article 1 In order to protect the legitimate rights and interests of investors, regulate the external guarantee activities of Sichuan Chunsheng Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), effectively prevent the company's external guarantee risks, and ensure the safety of the company's assets, in accordance with the Civil Code of the People's Republic of China (hereinafter referred to as the "Civil Code") and the Public Security Law of the People's Republic of China This system is formulated in accordance with the relevant laws, regulations, normative documents and the "Articles of Association of Sichuan Chunsheng Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Articles of Association"), etc., and in light of the actual situation of the company.
Article 2 The term "external guarantee" as mentioned in this system refers to the guarantee, mortgage or pledge and other forms of guarantee provided by the company and its controlled subsidiaries to others as a third party; the guarantee provided by the company to its controlled subsidiaries shall be regarded as an external guarantee.
The total amount of external guarantees referred to in this system refers to the company’s external guarantees including the company’s guarantees for its holding subsidiaries.
Announcement number: 2025-072
The sum of the total amount of guarantees and the total amount of external guarantees provided by the company’s holding subsidiaries.
Article 3 The company implements unified management of external guarantees. Without the approval of the company's board of directors or shareholders' meeting, the company and its holding subsidiaries may not provide external guarantees or guarantee each other.
Article 4 Directors and senior managers of a company shall prudently treat and strictly control debt risks arising from guarantees, and bear joint and several liability for losses caused by illegal or inappropriate external guarantees in accordance with the law.
Article 5 External guarantees provided by a company's controlling or actually controlled subsidiaries shall be deemed as corporate behavior, and its external guarantees shall comply with this system. The company's controlled subsidiaries shall, after their board of directors (or executive director) or shareholders' meeting (or shareholders) make a resolution (or decision), submit it to the company's board of directors or shareholders' meeting for approval, and it can be implemented only after approval.
Article 6 A company's external guarantees shall follow the principles of legality, prudence, mutual benefit, and safety, and strictly control guarantee risks.
Controlling shareholders and actual controllers shall safeguard the company's independent decision-making in providing guarantees, support and cooperate with the company in fulfilling its internal decision-making procedures and information disclosure obligations on external guarantee matters in accordance with laws and regulations, and shall not force, instruct or require the company and relevant personnel to provide external guarantees in violation of regulations. And the company has the right to refuse any act forcing it to provide guarantee for others.
If the controlling shareholder or actual controller forces, instructs or requires the company to engage in illegal guarantee behavior, the company and its directors, supervisors and senior managers shall refuse and shall not assist, cooperate or acquiesce.
Article 7 When a company provides guarantees to others other than subsidiaries, it shall take counter-guarantee and other necessary measures to prevent risks. The counter-guarantee shall be enforceable, and the provider of counter-guarantee shall have the actual ability to bear the risk.
Chapter 2 Review of External Guarantee Objects
Article 8 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;
(3) Units that have potentially important business relationships with the company;
(4) The company’s holding subsidiaries and other units with controlling relationships.
The above units must also have strong solvency and comply with the relevant provisions of this system.
Article 9 Although the guarantor does not meet the conditions listed in Article 8 of this system, the company believes that it is necessary to develop business contacts and cooperative relationships with the guarantor and the risk is relatively small, the guarantor may be provided with a guarantee after being reviewed and approved by the company's board of directors or shareholders' meeting in accordance with the Articles of Association.
Announcement number: 2025-072
Article 10 The company's board of directors shall fully investigate the business and credit status of the guaranteed party before considering the proposal to provide guarantee, carefully review and analyze the guaranteed party's financial status, operating status, credit situation and industry prospects, and make a prudent decision in accordance with the law. When necessary, the company can hire an external professional organization to evaluate the guarantee risk as a basis for the board of directors or shareholders' meeting to make decisions. Analysis matters include but are not limited to:
(1) It is an enterprise legal person established in accordance with the law and effectively existing, and there is no situation that requires termination;
(2) Its operating and financial conditions are good, and it has stable cash flow or good development prospects;
(3) If a guarantee has been provided, there should be no situation where the creditor requires the company to assume joint and several guarantee liability;
(4) Have assets that can be mortgaged (pledged) and have corresponding counter-guarantee capabilities;
(5) The financial information provided is true, complete and valid;
(6) The company has control over it;
(7) There are no other legal risks.
Article 11 The credit status information of the applicant for guarantor shall at least include the following contents:
(1) Basic information about the enterprise, including business license, copy of the company’s articles of association, identity certificate of the legal representative, relevant information reflecting the affiliation and other relationships with the company, analysis report on operating conditions, 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) The original and copy of the main contract related to the guarantee, including the main contract, the guarantee contract and other related materials;
(5) The conditions and relevant information for the guarantor to provide counter-guarantee;
(6) A statement that there are no potential or ongoing major lawsuits, arbitrations or administrative penalties;
(7) Other important information.
Article 12 The person in charge shall investigate and verify the business and financial status, project situation, credit situation and industry prospects of the guarantor applying based on the basic information provided by the guarantor applying, and submit it to the relevant departments for review in accordance with the contract approval procedures. After approval by the leader in charge and the general manager, the relevant information shall be submitted to the company's board of directors or shareholders' meeting for approval.
Article 13 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:
Announcement number: 2025-072
(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 guarantees for it, and the loans have been overdue, interest arrears, etc. have not yet 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) Failure to implement valid property used for counter-guarantee;
(6) Failure to comply with the provisions of this system;
(7) Other circumstances where the board of directors deems it impossible to provide guarantee.
Article 14 The counter-guarantee or other effective risk prevention measures provided by the applicant for guarantor must correspond to the amount of the guarantee. If the property applied for by the guarantor to set up a counter-guarantee is property prohibited from circulation or transferable by laws and regulations, the guarantee shall be refused. If the counter-guaranteed property provided by the guaranteed party has set up security rights and other encumbrances for a third party, it shall be disclosed to the company in a timely manner and shall not be concealed from the company. The company shall have the right to decide whether to accept the counter-guarantee provided by the property.
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 shall be carried out 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 3 Approval Procedures for External Guarantees
Article 15 The company's highest decision-making body for external guarantees is the company's shareholders' meeting. The board of directors exercises its decision-making power for external guarantees in accordance with the Articles of Association and the provisions of this system on the board's approval authority for external guarantees. The board of directors organizes, manages and implements external guarantee matters approved by the shareholders' meeting.
Article 16 When the board of directors considers external guarantee matters, in addition to the approval of more than half of all members of the company's board of directors, it must also obtain the approval of more than 2/3 of the directors attending the board meeting.
Article 17 The company shall not provide external guarantees without the approval of the board of directors or shareholders' meeting.
The following external guarantee matters of the company are major guarantee matters and shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors:
(1) The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(2) Any guarantee provided after the total external guarantees of the company and its controlled subsidiaries exceed 50% of the company’s latest audited net assets;
(3) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
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(4) A guarantee that exceeds 30% of the company’s latest audited total assets based on the cumulative calculation principle of the guarantee amount for twelve consecutive months;
(5) The cumulative amount of guarantees within twelve consecutive months exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds RMB 30 million;
(6) Guarantees provided to related parties or shareholders, actual controllers and their related parties;
(7) The expected guarantee amount for its holding subsidiaries in the next twelve months;
(8) Other guarantees stipulated by the China Securities Regulatory Commission, the National Equities Exchange and Quotations or the Articles of Association.
When the shareholders' meeting considers the guarantee matters mentioned in the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
External guarantee matters reviewed by the shareholders' meeting must be reviewed and approved by the board of directors before they can be submitted to the shareholders' meeting for review. When the shareholders' meeting considers the guarantee matters mentioned in the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
If a company provides guarantees to related parties, it must have reasonable business logic. 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 two-thirds of the voting rights held by other shareholders attending the shareholders' meeting.
If the company provides guarantees for its controlling shareholder, actual controller and its related parties, the controlling shareholder, actual controller and its related parties shall provide counter-guarantee.
If 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 proportion to their rights and interests, and does not harm the interests of the company, it may be exempted from the application of items (1) to (3) of this article.
Article 18 When a company provides guarantees to its controlled subsidiaries or joint-stock companies, other shareholders of the controlled subsidiaries or joint-stock companies shall, in principle, provide risk control measures such as equivalent guarantees or counter-guarantees in proportion to their capital contribution. 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, on the basis of analyzing the operating conditions and solvency of the guaranteed objects, fully explain whether the guarantee risks are controllable and whether it harms the company's interests, etc.
Article 19 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 provide guarantees to related parties.
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Ensure that the corresponding review procedures are carried out. 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.
Article 20 The company must enter into a written guarantee contract and counter-guarantee contract when providing external guarantees. Guarantee contracts and counter-guarantee contracts should have the content required by laws and regulations such as the Civil Code.
Article 21 A guarantee contract and a counter-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) The form, scope and term of the guarantee;
(4) Rights, obligations and liability for breach of contract of each party;
(5) Applicable laws and dispute resolution methods;
(6) Other matters deemed necessary by the parties.
Article 22 When a guarantee contract is concluded, the person responsible must comprehensively and carefully examine the parties and relevant contents of the main contract, the guarantee contract and the counter-guarantee contract. For clauses that violate laws, regulations, the Articles of Association, relevant resolutions of the company's board of directors or shareholders' meetings, 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 and report to the company's board of directors or shareholders' meeting.
Article 23 The chairman of the company or other legally authorized personnel shall sign a guarantee contract on behalf of the company 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 24 A company may sign a mutual insurance agreement with an enterprise legal person that meets the conditions stipulated in this system. 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 25 When accepting a counter-guaranteed mortgage or counter-guaranteed pledge, the company's financial department shall complete the relevant legal procedures, especially the timely handling of mortgage or pledge registration and other procedures.
Article 26 If the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed, it shall be treated as a new external guarantee and the guarantee approval process shall be performed again.
Chapter 4 Management of External Guarantees
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Article 27 External guarantees shall be managed by the financial department.
Article 28 The main responsibilities of the company’s financial department are as follows:
(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 29 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 aging period of the guarantee.
If the company discovers an abnormal guarantee contract that has not been approved by the board of directors or the shareholders' meeting during the contract management process, it should report it to the board of directors and the board of supervisors in a timely manner.
Article 30 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, debts are overdue, insolvent, bankrupt, liquidated, or other circumstances that seriously affect the repayment ability, the board of directors shall take effective measures in a timely manner to minimize losses.
Article 31 After the externally guaranteed debt matures, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time. 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 company's handling department should promptly understand the situation of the guaranteed party's debt repayment, and upon learning, promptly take necessary remedial measures and initiate counter-guarantee recovery procedures, and at the same time notify the secretary of the board of directors and the board of directors.
Article 32 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 and the board of directors of the recovery situation.
Article 33 When 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 of the invalidity of the guarantee contract; if economic losses are caused by the guaranteed party's breach of contract, it shall promptly recover compensation from the guaranteed party.
Article 34 The financial department shall propose corresponding solutions based on other risks that may arise and submit them to the leaders in charge for approval, who shall submit them to the general manager office meeting, the board of directors and the board of supervisors according to the circumstances.
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Article 35 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 36: After the People's Court accepts the debtor's bankruptcy case, and the creditor fails to declare its claims, the person in charge and the financial department shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.
Chapter 5 Information Disclosure of External Guarantees
Article 37 The company shall conscientiously perform its information disclosure obligations on external guarantees in accordance with the relevant provisions of the "Governance Rules", "Articles of Association" and other company systems.
Chapter 6 Related Responsibilities
Article 38 When a company provides external guarantees, it shall strictly comply with this system. The company's board of directors will decide to impose corresponding sanctions on the responsible person at fault based on the company's losses, the size of the risk, and the severity of the circumstances.
Article 39 If a company's directors or senior managers sign a guarantee contract without exceeding their authority without following the procedures stipulated in this system, the parties concerned shall be held accountable.
Article 40 If personnel of the company's handling department or other responsible persons violate legal provisions or the provisions of this system, ignore risks and provide guarantees without authorization and cause losses, they shall bear liability for compensation.
Article 41 If personnel of the company's handling department or other responsible persons fail to perform their duties and cause losses to the company, they will be given financial penalties or other sanctions depending on the severity of the case.
Article 42 If the guarantor is not required to bear responsibilities according to the law, if the company's handling department personnel or other responsible persons decide without authorization and make the company liable and cause losses, they shall be liable for compensation and the company may impose administrative sanctions.
Chapter 7 Supplementary Provisions
Article 43 The term "above" in this system includes the original number, and the term "more than" does not include the original number.
Article 44 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, rules, normative documents, business rules of the National Equities Exchange and Quotations System, the Articles of Association and other relevant provisions. If this system conflicts with relevant national laws, regulations, rules, normative documents, relevant rules of the National Equities Exchange and Quotations, and the Articles of Association, the aforementioned relevant provisions shall prevail.
Article 45 This system will take effect and be implemented from the date it is reviewed and approved by the company’s shareholders’ meeting.
Article 46 The right to interpret and amend this system belongs to the company's board of directors.
Announcement number: 2025-072
Board of Directors of Sichuan Chunsheng Pharmaceutical Group Co., Ltd.
December 15, 2025