Hangzhou Century Co.Ltd(300078)
Administrative measures for related party transactions
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to further standardize the management of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company”), clarify the decision-making procedures, management responsibilities and division of labor of related party transactions, safeguard the legitimate interests of the company, its shareholders and creditors, especially the legitimate interests of small and medium-sized investors, and ensure that the related party transaction contracts concluded between the company and related parties comply with the principles of fairness, impartiality and openness, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the standards for the governance of listed companies, the accounting standards for business enterprises – disclosure of related party relationships and transactions, and the rules for the listing of shares on the gem of Shenzhen Stock Exchange These measures are formulated in accordance with the relevant provisions of the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on the gem and the articles of association.
Chapter II related persons and related relationships
Article 2 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 3 a legal person or other organization under any of the following circumstances shall be an affiliated legal person of the company:
(I) legal persons or other organizations that directly or indirectly control the company;
(II) legal persons or other organizations other than the company and its holding subsidiaries directly or indirectly controlled by the legal persons mentioned in the preceding paragraph;
(III) legal persons or other organizations other than the company and its holding subsidiaries, which are directly or indirectly controlled by the company’s affiliated natural persons, or where the affiliated natural persons act as directors (except independent directors) and senior managers;
(IV) legal persons or persons acting in concert holding more than 5% of the shares of the company;
(V) the CSRC, Shenzhen Stock Exchange or other legal persons or other organizations identified by the company as having special relationship with the company according to the principle of substance over form, which may lead to the company’s preference for its interests.
Article 4 a natural person under any of the following circumstances shall be an affiliated natural person of the company:
(I) natural persons who directly or indirectly hold more than 5% of the shares of the company;
(II) directors, supervisors and senior managers of the company;
(III) directors, supervisors and senior managers of legal persons or other organizations that directly or indirectly control the company;
(IV) close family members of the persons mentioned in items (I) to (III) of this article, including spouses, children over the age of 18 and their spouses, parents and parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children’s spouses;
(V) other natural persons identified by China Securities Regulatory Commission, Shenzhen Stock Exchange or the company as having special relationship with the company according to the principle of substance over form, which may cause the company to favor its interests.
Article 5 a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) due to signing an agreement or making an arrangement with the company or its affiliates, after the agreement or arrangement takes effect or within the next 12 months, it has one of the circumstances specified in Article 3 or 4 of these measures;
(II) one of the circumstances specified in Article 3 or Article 4 of these measures has occurred in the past 12 months. Article 6 related relationships mainly refer to the ways or means that have the ability to directly or indirectly control or exert significant influence on the company in financial and business decisions, mainly including the equity relationship, personnel relationship, management relationship and commercial interest relationship between related parties and the company.
Article 7 the affiliated relationship shall be substantially judged from the specific ways, ways and extent of the affiliated person’s control or influence on the company.
Chapter III related party transactions
Article 8 related party transactions of the company refer to the transfer of resources or obligations between the company, its holding subsidiaries and related parties, including but not limited to the following matters:
（1） Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management, investment in subsidiaries, joint ventures and associated enterprises, investment in trading financial assets, available for sale financial assets, held to maturity investment, etc., except for the establishment or capital increase of wholly-owned subsidiaries);
（3） Provide financial assistance (including entrusted loans);
（4） Provide guarantee;
（5） Leased in or leased out assets;
（6） Sign management contracts (including entrusted operation, entrusted operation, etc.);
（7） Donated or donated assets;
（8） Reorganization of creditor’s rights or debts;
（9） Transfer of research and development projects;
（10） Sign the license agreement;
（11） Purchase of raw materials, fuel and power;
（12） Selling products and commodities;
（13） Providing or receiving labor services;
（14） Entrusted or entrusted sales;
（15） Joint investment by related parties;
（16） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（17） Other matters that may cause the transfer of resources or obligations through agreement, as well as other transactions recognized by Shenzhen Stock Exchange.
Chapter IV Determination and management of prices of related party transactions
Article 9 related party transaction price refers to the transaction price involved in the related party transaction between the company and related parties.
Article 10 related party transactions of the company shall follow the following principles:
(I) the principle of good faith;
(II) the principles of equality, voluntariness, equivalence and compensation;
(III) the principles of fairness, impartiality and openness;
(IV) the principle of avoidance of voting by affiliated shareholders and affiliated directors;
(V) the board of directors of the company shall judge whether the related party transaction is fair and beneficial to the company according to objective standards, and employ professional appraisers or independent financial advisers to express opinions and reports when necessary.
In principle, the pricing of related party transactions shall not deviate from the prices and charging standards of independent third parties in the market. For related party transactions that are difficult to compare market prices or whose pricing is limited, the standards related to costs and profits shall be clarified through contracts.
Article 11 pricing method of related party transactions
(I) the pricing order of related party transactions shall be subject to the principles of national pricing, market pricing and negotiated pricing; If there is no national pricing and market price, it shall be determined according to the method of cost plus reasonable profit; If the above price cannot be determined, the price shall be determined by both parties through negotiation.
(II) both parties to the transaction shall determine the pricing method according to the specific conditions of related matters and specify it in the relevant related transaction agreement.
Article 12 price management of related party transactions
(I) both parties to the transaction shall calculate the transaction price according to the price agreed in the related transaction agreement and the actual transaction quantity, and pay according to the payment method and time agreed in the related transaction agreement; The financial department of the company shall track the changes in the market price and cost of the company’s connected transactions and report the changes to the board of directors for the record.
(II) the company shall take effective measures to prevent related parties from interfering in the company’s operation and damaging the company’s interests by monopolizing procurement and sales business channels.
Chapter V decision making procedures for connected transactions
Article 13 the judgment and determination of whether it is a connected transaction shall be made by the board of directors in accordance with the provisions of these measures, and submitted to the general meeting of shareholders or the board of directors for voting in accordance with the provisions of these measures on the deliberation and approval authority of connected transactions.
Article 14 the board of directors shall exercise the above-mentioned functions and powers on the principle of diligence and the supremacy of the interests of the company, and fully listen to the opinions of independent directors and members of the board of supervisors on the fairness of related party transactions.
Article 15 if the board of directors violates the provisions of the articles of association and these measures on connected transactions, the independent directors and the board of supervisors may propose to convene an extraordinary general meeting for discussion.
Article 16 the general manager shall fully disclose to the board of directors and inform the board of supervisors the information and materials related to the possible connected transactions considered by the board of directors in the daily production and operation activities, which shall be reviewed by the board of directors in accordance with these measures. Article 17 If the general manager refuses to perform or neglects to perform the reporting obligations in the preceding article without justified reasons, the board of directors may give corresponding sanctions in combination with the adverse effects actually suffered by the company.
Article 18 If the board of directors refuses to perform or neglects to perform the obligation of reporting to the general meeting of shareholders without justified reasons, the general meeting of shareholders may give corresponding sanctions in combination with the actual adverse impact on the company.
Article 19 If the related party transactions (except providing guarantee and financial assistance) between the company and related parties meet one of the following circumstances, they shall be submitted to the general manager for approval:
(I) related party transactions with a transaction amount of less than 300000 yuan between the company and related natural persons;
(II) the amount of transactions between the company and related legal persons is less than 3 million yuan, or accounts for less than 0.5% of the absolute value of the company’s latest audited net assets.
The general manager shall review the necessity, rationality and fair pricing of such related party transactions and form a written decision. Related party transactions that must occur among them shall be implemented after being approved by the general manager.
Article 20 if the related party transactions (except providing guarantee and financial assistance) between the company and related parties meet one of the following circumstances, they shall be submitted to the board of directors for deliberation and disclosed in time:
(I) related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons;
(II) related party transactions between the company and related legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets.
For connected transactions that should be submitted to the board of directors or the general meeting of shareholders for deliberation and disclosure, independent directors shall express independent opinions.
Article 21 if the related party transaction (except for providing guarantee) between the company and related parties meets one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation and timely disclosure after being deliberated and approved by the board of directors:
(I) related party transactions between the company and related parties with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets;
(II) the company provides guarantee for related parties (no matter the amount);
(III) there is no specific transaction amount in the written agreement signed between the company and its affiliates;
(IV) although it is a connected transaction that the board of directors has the right to judge and implement, the number of non connected directors attending the board of directors is less than three.
Article 22 If the company intends to conduct connected transactions that must be submitted to the general meeting of shareholders for deliberation, it shall obtain the prior approval of independent directors before submitting them to the board of directors for deliberation. The prior approval opinions of independent directors shall be approved by more than half of all independent directors and disclosed in the announcement of related party transactions.
Article 23 Where the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
Article 24 the following transactions between the company and related parties may be exempted from being submitted to the general meeting of shareholders for deliberation:
(I) the company participates in public bidding and public auction for unspecified objects (excluding restricted methods such as bidding invitation);
(II) transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;
(III) the pricing of related party transactions is stipulated by the state;
(IV) related parties provide funds to the company, and the interest rate is not higher than the loan interest rate standard for the same period stipulated by the people’s Bank of China;
(V) the company provides products and services to directors, supervisors and senior managers under the same trading conditions as non affiliated persons.
Article 25 the company shall not provide funds and other financial assistance to directors, supervisors, senior managers, controlling shareholders, actual controllers and their holding subsidiaries. The company shall prudently provide financial assistance or entrusted financial management to related parties.
Where the company entrusts financial management to related parties, it shall take the amount incurred as the calculation standard and calculate it cumulatively within 12 consecutive months according to the transaction type. If the decision-making procedures for related party transactions have been performed in accordance with these measures, they will not be included in the relevant cumulative calculation scope.
Article 26 these Measures shall apply to the following connected transactions of the company within 12 consecutive months in accordance with the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions with different connected persons related to the same transaction object.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person.
If the decision-making procedures of related party transactions have been performed in accordance with these measures, they will not be included in the relevant cumulative calculation scope. Article 27 the related party transactions related to daily operation listed in items 11 to 14 of Article 8 between the company and related parties shall be disclosed and the corresponding review procedures shall be performed in accordance with the following provisions: (I) the company can reasonably estimate the annual amount of daily related party transactions according to categories, perform the review procedures and disclose; If the actual implementation exceeds the expected amount, relevant review procedures and disclosure obligations shall be performed again according to the excess amount;
(II) the company’s annual report and semi annual report shall disclose daily connected transactions by classification and summary;
(III) if the term of the daily connected transaction agreement signed between the company and the connected person exceeds three years, the relevant review procedures and disclosure obligations shall be performed again every three years.
Article 28 the company shall sign a written agreement to clarify the pricing policy of related party transactions. In case of major changes in the transaction price and other main terms in the agreement during the execution of related party transactions, the company shall re perform the corresponding approval procedures according to the changed transaction amount.
The daily related party transaction agreement shall at least include the transaction price, pricing principle and basis, total transaction volume or its determination method, payment method and other main terms.
If the agreement does not determine the specific transaction price but only states the reference market price, the company shall disclose the actual transaction price, the market price and its determination method, and the reasons for the differences between the two prices at the same time. Article 29 when the company enters into the following related party transactions with related parties, it may be exempted from performing relevant obligations in accordance with the provisions of these measures:
(I) one party subscribes in cash for shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
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