Chapter 1 General Principles
Article 1
To standardize the external guarantee management of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Company"), regulate the Company's guarantee behavior, control operational risks, and protect the legitimate rights and interests of shareholders and other stakeholders, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Guidelines for the Governance of Listed Companies," "Shenzhen Stock Exchange Listing Rules," "Self-Regulatory Guidelines No. 1 for Listed Companies on the Shenzhen Stock Exchange," and "Securities Listing Rules of The Stock Exchange of Hong Kong Limited" (hereinafter referred to as "the Hong Kong Listing Rules"), as well as the Company's articles of association and other relevant laws and regulations.
Article 2
The external guarantees referred to in this system mean that the Company provides guarantees for the debts owed by a debtor to a creditor in the capacity of a third party. If the debtor fails to perform its obligations, the Company shall perform the obligations or assume responsibilities as agreed. This system does not apply to guarantees provided by the Company for its own debts. Guarantee methods include guarantees, mortgages, pledges, liens, and deposits.
Article 3
The management of external guarantees by the Company implements a multi-level review system. The relevant departments involved include: the Finance Department, which is responsible for the preliminary review and daily management of external guarantees, accepting and initially reviewing all guarantee applications submitted by the guaranteed parties, and managing daily operations and ongoing risk control; the Secretary Office, which is responsible for compliance review and information disclosure related to external guarantees, organizing the approval procedures of the board of directors or shareholders' meeting, and conducting information disclosure.
Article 4
External guarantees are managed uniformly by the Company. The relevant provisions of this system apply to external guarantees provided by the Company's controlling subsidiaries. Subsidiaries shall not provide external guarantees, nor provide mutual guarantees, nor request external units to provide guarantees without the approval of the Company's board of directors or shareholders' meeting.
Article 5
The Company must require the other party to provide counter-guarantees, and the provider of the counter-guarantee must have the actual ability to assume responsibility, and the counter-guarantee must be enforceable.
Chapter 2 Decision-Making Authority for External Guarantees
Article 6
All external guarantees provided by the Company must be reviewed by the board of directors or shareholders' meeting. When the board of directors approves external guarantee matters, it must obtain the consent of more than two-thirds of all directors and more than two-thirds of independent directors, and make a resolution. If the board of directors reviews two or more external guarantee applications (including two), each external guarantee must be voted on separately, and each must obtain the consent of more than two-thirds of all directors and more than two-thirds of independent directors. If the number of directors participating in the vote is insufficient due to abstentions, the external guarantee matter shall be submitted to the shareholders' meeting for voting.