Administrative measures for related party transactions
Article 1 These measures are formulated in accordance with the company law of the people’s Republic of China and other relevant laws and regulations and the articles of association of Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as the articles of association) in order to standardize the decision-making procedures of connected transactions between Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as the “company”) and its holding subsidiaries and the company’s connected persons and prevent connected transactions from damaging the interests of the company and shareholders.
Article 2 the related party transactions mentioned in these Measures refer to the events that may lead to the transfer of resources or obligations between the company or its subsidiaries and other entities within the scope of its consolidated statements and the related parties of the company, including: (I) the purchase or sale of assets;
(II) foreign investment (except for purchasing bank financial products);
(III) transfer or transfer of R & D projects;
(IV) sign a license agreement;
(V) providing guarantee;
(VI) assets leased in or leased out;
(VII) entrusted or entrusted management of assets and businesses;
(VIII) donated or donated assets;
(IX) reorganization of creditor’s rights and debts;
(x) provide financial assistance;
（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） Other matters that may cause the transfer of resources or obligations through agreement.
Article 3 the affiliated persons, affiliated shareholders and affiliated directors referred to in these Measures shall be determined in accordance with laws, regulations, normative documents and relevant provisions of regulatory authorities. These measures are not applicable to related party transactions between the company and subsidiaries and other entities within the scope of the company’s consolidated statements.
Article 4 related party transactions between the company and related parties shall be concluded in writing. The conclusion of a related party transaction agreement shall follow the principles of equality, voluntariness, equivalence and compensation, and the contents of the agreement shall be clear and specific.
Article 5 the company shall take effective measures to prevent related parties from interfering in the operation of the company by monopolizing procurement and sales business channels and damaging the interests of the company. Related party transactions shall follow commercial principles, and the price of related party transactions shall not deviate from the price or charging standard of independent third parties in the market. Related party transactions submitted to the board of directors or the general meeting of shareholders for deliberation shall be accompanied by the basis of related party transactions and opinions on whether they are fair or not.
Article 6 the controlling shareholders and other related persons of the company shall strictly restrict the occupation of the company’s funds in the business capital transactions with the company. The controlling shareholders and other related persons shall not require the company to advance wages, benefits, insurance, advertising and other expenses, nor shall they bear costs and other expenses on behalf of each other.
Article 7 the company shall not directly or indirectly provide funds to controlling shareholders and other related persons in the following ways:
(I) lend the company’s funds to the controlling shareholders and other related persons 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 persons to carry out investment activities;
(IV) the controlling shareholder and other related parties have not issued a true commercial acceptance bill; (V) repay debts on behalf of controlling shareholders and other related persons;
(VI) other ways recognized by the regulatory authority after the company is listed.
Article 8 the authority for the examination and approval of related party transactions of the company is divided as follows:
(I) related party transactions with a transaction amount of more than 300000 yuan (except the provision of guarantee) between the company and related natural persons shall be deliberated and decided by the board of directors. Related party transactions with a transaction amount of less than 300000 yuan (except the provision of guarantee) shall be decided by the chairman, who may authorize the general manager to decide; If the chairman of the board of directors or his related party is a related person of the transaction, it shall be deliberated by the board of directors;
(II) if the transaction amount between the company and the affiliated legal person accounts for more than 0.1% of the company’s latest audited total assets or market value (except for providing guarantee) and exceeds 3 million yuan, it shall be deliberated and decided by the board of directors. The connected transactions below this standard shall be decided by the chairman, who may authorize the general manager to decide; If the chairman of the board of directors or his related party is a related person of the transaction, it shall be deliberated by the board of directors;
(III) related party transactions (other than providing guarantees) in which the transaction amount between the company and related parties accounts for more than 1% of the company’s total audited assets or market value in the latest period and exceeds 30 million yuan shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors;
(IV) any guarantee provided by the company for related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Article 9 the company shall prudently provide financial assistance or entrusted financial management to related parties; If it is really necessary, the amount incurred shall be taken as the calculation standard and calculated cumulatively within 12 consecutive months, and the provisions of Article 8 shall apply for deliberation. Those that have been reviewed in accordance with Article 8 shall not be included in the relevant cumulative calculation scope.
The company shall review the following transactions in accordance with the principle of cumulative calculation within 12 consecutive months and the provisions of Article 8 shall apply. Those that have been reviewed in accordance with the provisions of Article 8 shall not be included in the relevant cumulative calculation scope:
(I) transactions with the same related party;
(II) transactions related to the type of transaction object with different related parties.
The same connected person mentioned in the preceding paragraph includes a legal person or other organization that is controlled by the same actual controller, has an equity control relationship with the connected person, or has the same natural person as a director or senior manager.
Article 10 when the company conducts the related party transactions related to daily operation listed in items (11) to (14) of Article 2 of these measures with related parties, it shall perform the corresponding review procedures in accordance with the following provisions:
(I) the company can reasonably estimate the annual amount of daily connected transactions by category and perform the review procedures; If the actual implementation exceeds the expected amount, the review procedure 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 3 years, the relevant review procedures shall be performed again every 3 years.
Article 11 when a director himself or any other enterprise in which he works has a direct or indirect connection with the existing or planned contracts, transactions and arrangements of the company (except the employment contract), whether the relevant matters need the approval of the board of directors under normal circumstances or not, he shall disclose the nature and extent of his connection to the board of directors as soon as possible.
Article 12 If the relevant business personnel are unable to determine whether a transaction is a connected transaction and the internal approval procedures of the company to be performed, they shall report to the Secretary of the board of directors of the company based on the principle of prudence, and the Secretary of the board of directors of the company shall judge whether the transaction is a connected transaction and the internal approval procedures of the company to be performed according to relevant regulations. If the Secretary of the board of directors is unable to judge, the Secretary of the board of directors shall seek opinions from relevant intermediaries. After the company is listed, he may also seek opinions from the stock exchange where the company is listed to determine whether the transaction is a connected transaction and the internal approval procedures of the company that should be performed.
Article 13 the related party transactions proposed by the company to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for discussion after being approved by more than half of the independent directors of the company; If the independent directors believe that it is difficult to judge whether the conditions of related party transactions are fair by relying on the materials submitted to the board of directors or the general meeting of shareholders, they have the right to hire independent professional consultants to review the conditions of related party transactions and provide professional reports or consulting opinions, and the expenses shall be borne by the company.
Article 14 Where a director is associated with the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The board meeting can be held when more than half of the unrelated directors are present. If the number of unrelated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation. When the board of Directors considers related party transactions, related directors may attend the meeting of the board of directors and clarify their views at the board of directors to explain whether the related party transactions are fair, but they shall avoid voting.
Article 15 If a director who fails to attend the meeting of the board of directors is an affiliated director, he shall not authorize other directors to vote on such matters.
Article 16 Unless otherwise stipulated by laws, regulations, rules or the articles of association, the resolution made by the board of directors on connected transactions must be approved by more than half of all unrelated directors. However, if the related party transaction involves matters that need to be approved by more than two-thirds of the directors attending the meeting as stipulated in the articles of association, the resolution of the board of directors must be approved by more than two-thirds of the unrelated directors attending the meeting.
Article 17 related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall be submitted to the general meeting of shareholders for deliberation and voting after being deliberated and approved by the board of directors (if there are less than 3 unrelated directors attending the meeting after the withdrawal of related directors, they can be directly submitted to the general meeting of shareholders for deliberation and voting). The board of directors shall make a detailed explanation on the fairness of such related party transactions and whether they are beneficial to the company at the general meeting of shareholders.
Article 18 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be included in the total number of effective voting rights; The announcement of the resolution of the general meeting of shareholders after the listing of the company shall fully disclose the voting of non affiliated shareholders.
Article 19 If the general meeting of shareholders deliberates on related party transactions, the Secretary of the board of directors shall determine the scope of related shareholders in accordance with relevant laws, regulations and normative documents before the meeting. If it is difficult to judge whether it belongs to related shareholders, he shall consult and determine with the professional intermediary employed by the company, After the company is listed, it can also consult and determine with the stock exchange where the company’s shares are listed. The Secretary of the board of directors shall notify the chairman of the meeting of the list of connected shareholders before the start of the meeting, and the chairman of the meeting shall announce that the connected shareholders withdraw from voting when deliberating on the matters of connected transactions.
Affiliated shareholders or their authorized representatives can attend the general meeting of shareholders and clarify their views to the shareholders attending the meeting in accordance with the procedures of the general meeting, but they should actively withdraw from voting and do not participate in voting; If the related shareholders do not actively withdraw from voting, other shareholders or the host attending the meeting have the right to require the related shareholders to withdraw from voting. After the related shareholders withdraw from voting, other shareholders shall vote according to their voting rights.
Article 20 when voting on connected transactions at the general meeting of shareholders, it shall be valid only if it is approved by more than half of the voting rights held by non connected shareholders attending the meeting. However, when the related party transaction involves matters that need to be passed in the form of special resolution as stipulated in the articles of association, the resolution of the general meeting of shareholders must be passed by more than two-thirds of the voting rights held by the non related shareholders attending the general meeting of shareholders.
Article 21 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 when amending. Article 22 the board of directors of the company shall be responsible for the interpretation of these measures.
Article 23 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
