Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Administrative measures for related party transactions
February, 2002
Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Administrative measures for related party transactions
Chapter I General Provisions
Article 1 in order to regulate Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as “the company”) related party transactions and protect the legitimate rights and interests of investors, especially small and medium-sized investors, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China These measures are formulated in accordance with the notice of the State Council on Approving and transmitting the opinions of the CSRC on improving the quality of listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws and regulations, as well as the Fujian Aonong Biological Technology Group Incorporation Limited(603363) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the related party transactions of the company shall follow the principles of good faith, equality, voluntariness, fairness, openness and fairness, and shall not harm the interests of the company and other shareholders.
Article 3 the company shall ensure the legality, necessity, rationality and fairness of related party transactions, maintain the independence of the company, and shall not use related party transactions to adjust financial indicators and damage the interests of the company. The parties to the transaction shall not conceal the related party relationship or take other means to circumvent the company’s related party transaction review procedures and information disclosure obligations.
Chapter II related parties and related transactions
Article 4 the affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons. Article 5 a legal person or other organization under any of the following circumstances shall be an affiliated legal person of the company:
（1） Legal persons or other organizations that directly or indirectly control the company;
（2） Legal persons or other organizations other than the company, the company’s holding subsidiaries and other entities controlled by the legal persons or other organizations mentioned in Item (I) above directly or indirectly; （3） Legal persons (or other organizations) other than the company, its holding subsidiaries and other entities controlled by the company’s affiliated natural persons listed in Article 6 of these measures who directly or indirectly control, or serve as directors (excluding independent directors of both parties) and senior managers;
（4） Legal persons (or other organizations) or persons acting in concert holding more than 5% of the shares of the company; （5） Within the past 12 months or within 12 months after the relevant agreement or arrangement takes effect,
A legal person (or other organization) under any of the circumstances described in items (I) to (IV) of this article;
（6） Other legal persons (or other organizations) identified by the CSRC, Shanghai Stock Exchange or the company according to the principle of substance over form, which have a special relationship with the company and may or have caused the company to favor its interests.
Article 6 a natural person under any of the following circumstances shall be an affiliated natural person of the company:
（1） Natural persons who directly or indirectly hold more than 5% of the shares of the company;
（2） Directors, supervisors and senior management of the company;
（3） Directors, supervisors and senior managers of legal persons (or other organizations) that directly or indirectly control the company;
（4） Close family members of the persons mentioned in items (I) and (II) of this article, including spouses, parents and parents of spouses, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of spouses and parents of children’s spouses;
（5） Within the past 12 months or within 12 months after the entry into force of relevant agreements or arrangements, a natural person who has one of the circumstances described in items (I) to (IV) of this article;
（6） Other natural persons identified by the CSRC, Shanghai Stock Exchange or the company as having special relationship with the company according to the principle of substance over form, which may or has caused the company to favor its interests.
Article 7 the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert and actual controllers shall timely submit the list of the company’s connected persons and the description of the connected relationship to the board of directors of the company. The company shall update the list of connected persons in a timely manner and submit the information of connected persons to Shanghai stock exchange for filing in a timely manner.
Article 8 related party transactions referred to in these Measures refer to the transfer of resources or obligations between the company or its holding subsidiaries and other entities controlled by the company and its related parties, mainly including the following transactions:
（1） Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
（3） Provide financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
（4） Provide guarantee (including guarantee for holding subsidiaries);
（5） Leased in or leased out assets;
（6） Entrusted or entrusted management of assets and businesses;
（7） Donated or donated assets;
（8） Reorganization of creditor’s rights and debts;
（9） Sign the license agreement;
（10） Transfer or transfer of R & D projects;
（11） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.); （12） Purchase of raw materials, fuel and power;
（13） Selling products and commodities;
（14） Providing or receiving labor services;
（15） Entrusted or entrusted sales;
（16） Deposit and loan business;
（17） Joint investment with related parties;
（18） Other matters that may lead to the transfer of resources or obligations through agreement.
The above purchased and sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
Chapter III decision making procedures for connected transactions
Article 9 the company shall judge and identify the connected transactions in accordance with these measures and relevant laws and regulations, and in accordance with the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors The provisions of the general manager’s working rules and these measures on the deliberation and approval authority of connected transactions shall be submitted to the general meeting of shareholders or the board of directors for voting respectively.
Related party transactions exempted from information disclosure in accordance with the provisions of the stock listing rules of Shanghai Stock Exchange may be exempted from consideration in the form of related party transactions.
Article 10 the audit committee of the company shall perform the duties of controlling and daily managing the connected transactions of the company, including confirming the list of connected persons of the company and reporting to the board of directors and the board of supervisors in a timely manner.
Article 11 the audit committee shall fully disclose to the board of directors and inform the board of supervisors the information and materials related to the possible related party transactions considered by the board of directors in the daily production and operation activities. The major related party transactions that need to be considered by the general meeting of shareholders in accordance with the decision-making authority of Article 12 and these Measures shall be approved in accordance with the following procedures:
（1） Independent directors shall express their prior approval opinions in accordance with Article 14 of these measures. （2） At the same time, the audit committee shall review the related party transactions and form written opinions. The audit committee may employ an independent financial consultant to issue a report as the basis for its judgment.
（3） After the independent directors and the audit committee express their opinions, the audit committee shall fully disclose the information and materials of related party transactions to the board of directors and inform the board of supervisors, which shall be deliberated by the board of directors in accordance with these measures.
（4） After the deliberation and approval of the board of directors, the information and materials of related party transactions shall be fully disclosed to the general meeting of shareholders, which shall consider them in accordance with these measures.
Article 13 the related party transactions with which the company intends to have a transaction with related parties (except the guarantee provided by the company) (including the debts and expenses undertaken) of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets shall be submitted to the general meeting of shareholders for deliberation and decision.
For the related party transactions mentioned in the preceding paragraph, if the subject matter of the transaction is the equity of the company, the company shall disclose the financial and accounting report of the subject assets in the latest year audited by the accounting firm. The audit opinion issued by the accounting firm shall be a standard unqualified opinion, and the audit deadline shall not exceed 6 months from the date of the shareholders’ meeting to consider the relevant transaction matters; If the subject-matter of the transaction is other assets other than equity, the company shall disclose the evaluation report of the subject-matter assets issued by the asset evaluation institution. The benchmark date of the evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the relevant transaction matters.
However, the daily connected transactions listed in items (12) to (16) of Article 8 of these measures between the company and connected persons may not be audited or evaluated.
The company and its affiliates jointly contribute to the establishment of the company, and the amount of capital contribution of the company meets the standard specified in paragraph 1 of this article. If all capital contributors contribute in cash and determine the equity proportion of each party in the established company according to the proportion of capital contribution, the provisions on submitting to the general meeting of shareholders for deliberation may be exempted.
If the company’s related party transactions fail to meet the standards specified in paragraph 1 of this article, but the CSRC and Shanghai Stock Exchange require in accordance with the principle of prudence, or the company submits them to the general meeting of shareholders for deliberation in accordance with its articles of association or other provisions and voluntarily, it shall perform the deliberation procedures and disclosure obligations in accordance with the provisions of the preceding paragraph, And apply the requirements of audit or evaluation.
Article 14 related party transactions (excluding guarantees provided by the company) with which the company intends to have transactions with related legal persons (or other organizations) with an amount (including debts and expenses) 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, As well as the related party transactions with which the company intends to have transactions with related natural persons (except for the guarantee provided by the company) with an amount of more than 300000 yuan (including debts and expenses borne), which shall be deliberated and decided by the board of directors, Among them, major related party transactions (referring to related party transactions with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net asset value) shall be approved by independent directors in advance. The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Article 15 the general manager has the right to approve and decide the connected transactions that meet one of the following standards (except for the guarantee provided by the company):
（1） Related party transactions with related legal persons (or other organizations) with an amount (including debts and expenses) of less than 3 million yuan;
（2） Related party transactions with related legal persons (or other organizations) with an amount (including debts and expenses) of more than 3 million yuan but less than 0.5% of the absolute value of the company’s latest audited net assets;
（3） Related party transactions with related natural persons with an amount (including debts and expenses) less than 300000 yuan.
Article 16 when the general manager is a connected person, the connected transactions within the scope of the general manager’s authority shall be submitted to the board of directors for deliberation.
Article 17 when the board of directors of the company deliberates on related party transactions, related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. The meeting of the board of directors can be held only when more than half of the non affiliated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the non affiliated directors. If the number of non affiliated directors attending the board meeting is less than 3, the company shall submit the transaction to the general meeting of shareholders for deliberation.
The affiliated directors mentioned in the preceding paragraph include the following directors or directors under any of the following circumstances: (1) they are the counterparty;
（2） Ownership transaction
