Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Related party transaction system
(February 2022)
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company” or “the company”), ensure the legitimacy, fairness and rationality of the related party transactions between the company and related parties, and fully protect the legitimate rights and interests of shareholders, especially small and medium-sized shareholders and the company, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) (hereinafter referred to as the “Stock Listing Rules”) Relevant laws, regulations and rules, such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, accounting standards for Business Enterprises No. 36 – disclosure of related parties This system is formulated in accordance with the relevant provisions of normative documents and the articles of association of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 the internal control of connected transactions shall follow the principles of good faith, equality, voluntariness, fairness, openness and fairness, and shall not harm the interests of the company and shareholders.
The second chapter is the definition of related parties and related relationships
Article 3 the affiliated persons of the company are divided into affiliated legal persons and affiliated natural persons:
(I) 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 and its holding subsidiaries directly or indirectly controlled by the legal persons mentioned in the preceding paragraph;
3. Legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the affiliated natural persons of the company listed in paragraph (II) of this article, or serve as directors (other than independent directors) and senior managers;
4. Legal persons or persons acting in concert holding more than 5% of the shares of the company;
5. China Securities Regulatory Commission, Shenzhen Stock Exchange or other legal persons or other organizations identified by the company according to the principle of substance over form that have a special relationship with the company and may cause the company to favor its interests.
If the company and the legal person listed in Item 2 of this paragraph are controlled by the same state-owned assets management institution, which forms the situation described in Item 2 of this paragraph, it does not constitute an affiliated relationship, except that the chairman, general manager or more than half of the directors of the legal person belong to the situation listed in Item (II) of this article.
(II) 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 managers 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 1 to 3 of this paragraph, 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. China Securities Regulatory Commission, Shenzhen Stock Exchange or other natural persons identified by the company according to the principle of substance over form as having special relationship with the company, which may cause the company to favor its interests.
(III) a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
1. Due to signing an agreement or making an arrangement with the company or its affiliates, it will have one of the circumstances specified in paragraph (I) or (II) of this article after the agreement or arrangement takes effect or within the next 12 months;
2. In the past 12 months, it has been under one of the circumstances specified in paragraph (I) or (II) of this article. Article 4 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 5 the company shall refer to the stock listing rules and other relevant provisions of Shenzhen Stock Exchange to determine the list of related parties of the company and update it in time to ensure that the list of related parties is true, accurate and complete. When the company and its subordinate holding subsidiaries have transaction activities, the relevant responsible person shall carefully consult the list of related parties and carefully judge whether it constitutes related party transactions. If it constitutes a connected transaction, it shall perform the obligations of examination and approval and reporting within its respective authority.
Article 6 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 inform the company of the related persons with whom they have a related relationship. The company shall timely update the list of connected persons and report the above-mentioned connected persons to Shenzhen stock exchange for the record after the company is listed.
Article 7 the company shall make substantive judgments on the way, way, degree and possible results of the control and influence of the affiliated relationship on the company, and make choices that do not harm the interests of the company.
Article 8 when the company reviews the related party transactions that need the prior approval of the independent directors, the relevant personnel shall submit the relevant materials to the independent directors for prior approval at the first time through the Secretary of the board of directors. Before making a judgment, independent directors may hire an intermediary to issue a special report as the basis for their judgment.
Chapter III Scope of connected transactions
Article 9 related party transactions refer to the transfer of resources or obligations between the company or its holding subsidiaries and related parties of the company, including but not limited to:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries);
(III) providing financial assistance (including entrusted loans);
(IV) providing guarantee (refers to the guarantee provided by the listed company for others, including the guarantee for the holding subsidiary); (V) assets leased in or leased out;
(VI) sign management contracts (including entrusted operation, entrusted operation, etc.);
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer of research and development projects;
(x) sign the license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, 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） Joint investment by related parties;
（17） Other matters that may lead to the transfer of resources or obligations through agreement;
（18） Other matters identified by Shenzhen Stock Exchange as related party transactions.
Article 10 related party transactions of the company shall follow the following basic principles:
(I) a written agreement shall be signed between the company and related parties to clarify the rights, obligations and legal responsibilities of both parties to the transaction. The signing of the agreement shall follow the principles of equality, voluntariness, equivalence and compensation; The company shall disclose the conclusion, modification, termination and performance of the agreement in accordance with the relevant provisions of the stock listing rules;
(II) the principles of justice, fairness and openness. In principle, the prices or charges of related party transactions shall not deviate from the 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 specified through the contract; The company shall fully disclose the pricing basis of related party transactions;
(III) related shareholders shall withdraw from voting at the general meeting of shareholders to consider related transactions; (IV) any interested director shall withdraw when the board of directors votes on the matter; (V) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective standards, and shall employ professional appraisers or financial consultants when necessary;
(VI) 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.
Chapter IV procedures and decision-making authority of related party transactions
Article 11 transactions between the company and related parties (except for providing guarantee and financial assistance) that meet one of the following standards shall be submitted to the board of directors for deliberation and approval:
(I) transactions involving connected natural persons with a transaction amount of more than 300000 yuan;
(II) the transaction amount between the company and its affiliated legal person accounts for more than 0.1% of the company’s latest audited total assets or market value and exceeds 3 million yuan.
Article 12 If the amount of transactions between the company and related parties (except the provision of guarantee) exceeds 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net assets of the company, it shall be submitted to the general meeting of shareholders for deliberation.
Article 13 the following transactions between the company and related parties may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with Article 12:
(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) the 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 14 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 11 and 12 according to 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 above-mentioned same related persons include other related persons who are controlled by the same subject or have equity control relationship with each other.
Those who have fulfilled relevant obligations in accordance with Article 11 or Article 12 shall not be included in the scope of relevant cumulative calculation.
Article 15 Where the company provides guarantee for related parties, it shall be disclosed in time after the deliberation and approval of the board of directors and submitted to the general meeting of shareholders for deliberation.
If 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 16 the company shall not provide financial assistance such as funds to directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling 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 of disclosure and calculate it cumulatively within 12 consecutive months according to the transaction type, and the provisions of Articles 11 and 12 shall apply.
Those who have fulfilled relevant obligations in accordance with Article 11 or Article 12 shall not be included in the scope of relevant cumulative calculation.
Article 17 when considering related party transactions, the company shall perform the following duties:
(I) understand the real situation of the transaction object in detail, including the operation status, profitability, whether there are rights defects such as mortgage and freezing, and legal disputes such as litigation and arbitration;
(II) understand the integrity record, credit status and performance ability of the counterparty in detail, and carefully select the counterparty;
(III) determine the transaction price according to sufficient pricing basis;
(IV) according to the relevant requirements of the stock listing rules or when the Company deems it necessary, hire an intermediary to audit or evaluate the transaction object.
The company shall not consider and make decisions on related party transactions involving unclear status of the subject matter of the transaction, uncertain transaction price and uncertain situation of the counterparty.
Article 18 the avoidance measures that should be taken when the company’s connected persons sign an agreement involving connected transactions with the company:
(I) any individual can only sign the agreement on behalf of one party;
(II) affiliated persons shall not interfere with the company’s decision in any way;
(III) when the general meeting of shareholders deliberates on related party transactions, related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders.
(IV) when the board of directors of the company considers 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 of directors is less than three, the company shall submit the transaction to the general meeting of shareholders for deliberation.
Article 19 The Affiliated shareholders mentioned in Article 18 include the following shareholders or shareholders under any of the following circumstances:
(I) counterparty;
(II) having direct or indirect control over the counterparty;
(III) directly or indirectly controlled by the counterparty;
(IV) directly or indirectly controlled by the same legal person or natural person as the counterparty;
(V) close family members of the counterparty or its direct or indirect controller (see Item 4 of paragraph (II) of Article 3 of these rules for the specific scope);
(VI) working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty or the legal entity directly or indirectly controlled by the counterparty (applicable to the case where the shareholder is a natural person);
(VII) the voting right is restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
(VIII) the legal person or natural person identified by the CSRC or Shenzhen stock exchange that may cause the listed company to favor its interests.
Article 20 the affiliated directors mentioned in Article 19 include the following directors or directors under any of the following circumstances:
(I) counterparty;
(II) working in the counterparty, or in the legal person or other organization that can directly or indirectly control the counterparty, or the legal person or other organization that can be directly or indirectly controlled by the counterparty;
(III) having direct or indirect control over the counterparty;
(IV) close family members of the counterparty or its direct or indirect controller (see Item 4, paragraph (II) of Article 4 of the system for the specific scope);
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers
