Beijing Haitian Ruisheng Science Technology Ltd(688787)
Standardize the management system of capital transactions with related parties
Article 1 in order to regulate the capital exchanges between Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as “the company”) and related parties, prevent the company’s related parties from embezzling the company’s funds, improve the company’s internal control system and protect the interests of the company and minority shareholders, this system is formulated in accordance with relevant national laws and regulations, normative documents and the articles of association of Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as “the articles of association”).
Article 2 related parties of the company refer to natural persons, legal persons or other organizations under any of the following circumstances: 1 Natural persons, legal persons or other organizations that directly or indirectly control the company;
2. Natural persons who directly or indirectly hold more than 5% of the shares of the company;
3. Directors, supervisors or senior managers of the company;
4. Family members closely related to the associated natural persons mentioned in Items 1, 2 and 3 of this item, including spouses, children over the age of 18 and their spouses, parents and their spouses’ parents, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children’s spouses;
5. Legal persons or other organizations directly holding more than 5% of the shares of the company;
6. Directors, supervisors, senior managers or other main principals of legal persons or other organizations that directly or indirectly control the company;
7. Legal persons or other organizations directly or indirectly controlled by the affiliated legal persons or affiliated natural persons listed in Items 1 to 6 of this item, or in which the aforesaid affiliated natural persons (except independent directors) serve as directors and senior managers, except the company and its holding subsidiaries;
8. Legal persons or other organizations indirectly holding more than 5% of the shares of the company;
9. Other natural persons, legal persons or other organizations identified by the CSRC, the bourse or the company according to the principle of substance over form that have a special relationship with the company and may lead to the preference of the company’s interests.
Within 12 months before the date of transaction, or within 12 months after the relevant transaction agreement takes effect or the arrangement is implemented, the legal person, other organization or natural person under one of the circumstances listed in the preceding paragraph shall be regarded as the related party of the company. Article 3 if the relevant national laws and regulations, normative documents and the stock listing rules of the stock exchange on which the company is listed modify the scope or definition of the affiliated parties of the listed company, the scope or definition of the affiliated parties of this system shall be in accordance with the relevant national laws and regulations, normative documents The stock listing rules of the stock exchange where the company is listed implement the scope and definition of related parties.
Article 4 the Secretary of the board of directors and the securities affairs representative of the company shall, in accordance with laws and regulations, normative documents, the stock listing rules of the stock exchange on which the company is listed and the definition of related parties in this system, inquire and verify the names or names of the related parties of the company from the shareholders, directors, supervisors and senior managers of the company, and prepare a detailed list, which shall be kept by the securities department, One copy shall be kept by the financial department for verification and comparison when the financial personnel pay the funds. Shareholders, directors, supervisors and senior managers of the company shall truthfully disclose the information of related parties to the Secretary of the board of directors.
In case of any change in the company’s related parties, the corresponding shareholders, directors, supervisors or senior managers of the company shall immediately notify the Secretary of the board of directors or securities affairs representative. After verification, the Secretary of the board of directors or securities affairs representative shall immediately modify the list of related parties and submit one copy to the financial department for filing.
Article 5 in the business capital transactions between the company and related parties, related parties shall be strictly prohibited from occupying the company’s funds. The company shall not advance salary, welfare, insurance, advertising and other period expenses for related parties, nor bear costs and other expenses on behalf of each other.
Article 6 the company shall not directly or indirectly provide funds to related parties in the following ways:
(I) lend the company’s funds to the controlling shareholders and other related parties with compensation or free of charge;
(II) providing entrusted loans to related parties through banks or non bank financial institutions;
(III) entrust the controlling shareholder and other related parties to carry out investment activities;
(IV) issuing commercial acceptance bills without real transaction background for controlling shareholders and other related parties; (V) repay debts on behalf of controlling shareholders and other related parties;
(VI) other methods recognized by the CSRC.
Article 7 related parties who are neither senior managers nor employees of the company shall not borrow or reimburse relevant expenses from the company, including but not limited to travel expenses, communication expenses and entertainment expenses, except travel expenses, transportation expenses and other expenses incurred by directors and supervisors to perform their duties and participate in the company’s meetings.
If a related party who is a senior manager or an employee of the company handles the company’s business as a senior manager or employee of the company, it can borrow and reimburse relevant expenses in accordance with the company’s expense management regulations.
Article 8 any affiliated party of the company shall not withdraw funds from the company or accept funds paid by the company without the approval of legal procedures.
Article 9 the capital transactions between the company and related parties due to the needs of normal related party transactions shall first be in strict accordance with the relevant laws and regulations of the state, normative documents, the stock listing rules of the stock exchange on which the company is listed, and the authority and procedures stipulated in the measures for the administration of related party transactions of the company, It shall be approved by the corresponding decision-making body of the company according to the specified procedures.
After the approval of the corresponding decision-making body of the company according to the corresponding procedures, the company must sign the corresponding related party transaction agreement with the corresponding related parties according to the approved contents. The related party transaction agreement signed between the company and the corresponding related party shall not violate the resolution or decision of the corresponding decision-making body of the company to approve the related party transaction.
The senior management of the company shall approve the fund payment according to the fund approval authority specified by the company and the amount and payment time agreed in the corresponding related party transaction agreement, and issue the fund payment instruction to the financial personnel. The directors and senior managers of the company shall not require the financial personnel to pay funds to related parties without the approval of the corresponding decision-making body of the company in accordance with legal procedures, nor shall they require the financial personnel to pay funds to related parties in violation of the resolutions or decisions made by the corresponding decision-making body and the related party transaction agreement signed between the company and related parties according to law.
Article 10 when receiving the instruction of the company’s senior management to pay funds, the financial personnel of the company shall check whether the object of capital expenditure belongs to the company’s related parties according to the list of related parties specified in Article 7 of the system. If the object of capital expenditure belongs to the company’s related party, it shall be further examined whether the related party is the company’s senior management or the company’s employees. If the related party belongs to the company’s senior management or the company’s employees, the purpose of the fund shall be examined. For the related parties belonging to the company’s senior managers or employees who reimburse the expenses incurred from engaging in the company’s normal business activities or borrow the funds for engaging in the company’s normal business activities such as reserve fund and bid bond, the financial personnel can reimburse or borrow according to the relevant systems of the company’s reimbursement expenses and borrowed funds.
Except for the circumstances specified in the preceding paragraph, when the financial personnel of the company receive the instructions of the senior management of the company to pay funds, the object of capital expenditure after review belongs to the related party, the financial personnel of the company must receive the following documents and after review, The funds of related party transactions can be paid to related parties in accordance with the instructions of the company’s senior management to approve the payment of funds only when the documents listed below do not violate the documents listed above:
1. Resolutions or decisions of the general meeting of shareholders or the board of directors or the chairman and general manager on Approving the connected transaction;
2. Corresponding related party transaction agreements;
3. The company’s senior management approves the approval form of fund payment.
The financial personnel of the company have the right to refuse to implement the instructions given by the senior management of the company to the financial personnel to pay funds to the related parties without the approval of the corresponding decision-making body of the company in accordance with legal procedures, or in violation of the resolutions or decisions made by the corresponding decision-making body and the related party transaction agreement signed by the company with the related parties according to law.
Article 11 shareholders, directors, supervisors and senior managers of the company shall seriously study and abide by this system, and shall urge other related parties who become related parties of the company due to the relationship between such shareholders, directors, supervisors and senior managers to seriously study and abide by this system, and shall not infringe this system and embezzle the company’s funds.
Article 12 the directors, supervisors and senior managers of the company are obliged to pay attention to whether the company has misappropriated funds by related parties and other issues that encroach on the interests of the company. The independent directors and supervisors of the company shall check the capital transactions between the company and related parties at least once a quarter to understand whether the company is occupied or transferred by the controlling shareholders and their related parties. In case of any abnormality, they shall timely request the board of directors of the company to take corresponding measures.
Article 13 if the company suffers losses or may suffer losses due to the occupation or transfer of the company’s funds, assets or other resources by related parties, the board of directors of the company shall take timely protective measures such as litigation and property preservation to avoid or reduce losses.
Article 14 Where the directors, supervisors, senior managers and financial personnel of the company pay funds to related parties in violation of these Provisions, the general meeting of shareholders, the board of directors and the board of supervisors shall give corresponding sanctions, including deducting their remuneration, ordering them to recover relevant funds immediately, remove them from their Posts according to law, and report to the securities regulatory authority for administrative punishment when necessary, resulting in losses to the company, The company shall be compensated for its losses.
Article 15 these Measures shall be formulated by the board of directors and shall come into force after being submitted to the general meeting of shareholders for approval, and the same shall apply to the amendment. Article 16 the board of directors shall be responsible for the interpretation of these measures.
Article 17 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these measures and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the measures shall be revised immediately and submitted to the general meeting of shareholders for deliberation and approval.
Beijing Haitian Ruisheng Science Technology Ltd(688787) February 9, 2022
