周大生珠宝股份有限公司 第五届董事会第十次会议决议公告

Core Viewpoint - The company has approved a proposal to provide guarantees for its downstream franchisees in Heilongjiang Province to facilitate their financing needs through a partnership with Guangfa Bank, which is expected to enhance the stability and sales capabilities of the regional channels [3][6][13]. Group 1: Board Meeting Details - The fifth board meeting of the company was held on November 25, 2025, with all 11 directors present, and the meeting complied with relevant regulations [2]. - The board unanimously approved the proposal regarding external guarantees, with a voting result of 11 in favor, 0 against, and 0 abstentions [3][13]. Group 2: Guarantee Proposal - The company plans to sign a cooperation agreement with Guangfa Bank to recommend franchisee clients for loans, with a total loan limit not exceeding RMB 30 million [6]. - The financing will be specifically used for purchasing goods from Heilongjiang Hengrun Jewelry Co., which is a designated supplier for the company [6]. Group 3: Guarantee Details - The company will provide a maximum guarantee amounting to 10% of the total loan, capped at RMB 3 million, to support the financing of eligible franchisees [7][10]. - The guarantee period is set from December 1, 2025, to November 30, 2028 [10]. Group 4: Risk Management Measures - The company has established a three-tier review mechanism to ensure the quality of franchisee clients, which includes preliminary recommendations by Hengrun Jewelry, a strict review by the company, and final approval by Guangfa Bank [11]. - To mitigate risks, the company will enter into a counter-guarantee agreement with Hengrun Jewelry and its actual controllers, ensuring that equivalent amounts are secured [12]. Group 5: Financial Impact - After this guarantee, the total amount of external guarantees by the company and its subsidiaries will account for 1.78% of the latest audited net assets [14]. - As of the announcement date, there are no overdue guarantees or any legal issues related to guarantees [14].