Related party transaction management system
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
February, 2002
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as “the company”), ensure the legitimacy, fairness and rationality of the related party transactions between the company and its related parties, and safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the guidelines for the governance of listed companies and other relevant laws, administrative regulations, departmental rules and the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) chapter (hereinafter referred to as the articles of association), and in combination with the actual situation of the company, This system is hereby formulated. Article 2 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiaries and its related parties. Article 3 the disclosure of related parties and related transactions in the non-financial part of the company’s regular and interim reports shall comply with the listing rules and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). Article 4 in case of related party transactions, the company shall ensure the legality, necessity, rationality and fairness of related party transactions, the compliance of decision-making procedures and the standardization of information disclosure. Maintain the independence of the company and shall not use related party transactions to adjust financial indicators and damage the interests of the company. Article 5 the company’s connected transactions shall follow the following basic principles: (I) the principles of fairness, impartiality and openness; (II) the principles of equality, voluntariness, equivalence and compensation; (III) fair pricing principle; (IV) avoidance principle of affiliated directors and affiliated shareholders; (V) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective criteria, and employ professional evaluation institutions or independent financial consultants to express opinions when necessary. (VI) independent directors express independent opinions on related party transactions that need to be disclosed, and express prior approval opinions and independent opinions on related party transactions that need to be submitted to the general meeting of shareholders for deliberation.
Chapter II related party transaction management organization
Article 6 the Finance Department of the company is the daily management department of connected transactions, which is mainly responsible for the analysis and confirmation of connected persons and the compliance review of connected transactions; Be responsible for accounting records, accounting, reporting and statistical analysis of related party transactions, and report to the Secretary of the board of directors regularly.
The office of the board of directors of the company is responsible for establishing the information base of related parties and coordinating the related party transactions of the company. All departments and holding subsidiaries are obliged to timely inform the office of the board of directors of the changes in the information of related parties they have, so as to ensure that the information database of related parties is updated in a timely manner. Article 7 the business department of the company shall timely report the related party transactions to the finance department, and the finance department shall put forward a proposal. The proposal shall specify the specific matters, pricing basis and impact on the interests of the company and shareholders. The Secretary of the board of directors shall review the related party transactions summarized and reported by the finance department, And perform relevant decision-making procedures and disclosure obligations in accordance with the provisions of this system.
Chapter III identification of related parties and related transactions
Article 8 the affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons. Article 9 a legal person or other organization under any of the following circumstances is an affiliated legal person (or other organization) of the company: (I) a legal person or other organization that directly or indirectly controls the company; (II) legal persons or other organizations other than the company and its holding subsidiaries directly or indirectly controlled by the entities listed in the preceding paragraph; (III) legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the associated natural persons referred to in this system or serve as directors and senior managers; (IV) legal persons or other organizations holding more than 5% of the shares of the company and their persons acting in concert; (V) China Securities Regulatory Commission, Shenzhen Stock Exchange (hereinafter referred to as “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 or have caused the company to favor its interests. Article 10 a natural person under any of the following circumstances shall be an affiliated natural person of the company: (I) a natural person who directly or indirectly holds 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 the legal person listed in Item (I) of this article; (IV) close family members of the persons mentioned in Item (I) (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; (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 11 a legal person (or other organization) or natural person under any of the following circumstances shall be an affiliate of the company: (I) according to the agreement or arrangement signed with the company or its affiliates, the agreement or arrangement will have one of the circumstances specified in Articles 10 and 11 in the next 12 months; (II) in the past 12 months, it has been under one of the circumstances specified in Articles 10 and 11. Article 12 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 13 the affiliated relationship shall be substantially judged from the specific ways, ways and extent of the related parties’ control or influence on the company. Article 14 the related party transactions referred to in this system refer to the transfer of resources or obligations between the company or its holding subsidiaries and its related parties, including:
(I) purchase and sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including entrusted loans);
(IV) providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries);
(V) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) sign a license agreement;
(x) transfer or transfer of R & D projects;
（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） Deposit and loan business;
（17） Joint investment by related parties;
（18） Other matters that may lead to the transfer of resources or obligations through agreement;
（19） Other matters that China Securities Regulatory Commission, China Securities Regulatory Commission (hereinafter referred to as CSRC) and Shenzhen Stock Exchange believe should be related party transactions, including providing financial assistance greater than its equity ratio or investment ratio to companies jointly invested with related parties Guarantee and waiver of the same proportion of capital increase or preferential transfer right to the company jointly invested with related parties.
Chapter IV reporting of related parties
Article 15 the directors, supervisors and senior managers of the company, the shareholders directly or indirectly holding more than 5% of the shares and their persons acting in concert and actual controllers shall inform the company of the related relationship between their related parties and the company in a timely manner, and the company shall also be informed of any change in the related relationship.
The company shall timely fill in the list of the company’s directors, supervisors, senior managers, shareholders directly or indirectly holding more than 5% of the company’s shares, actual controllers and other related persons in the Shenzhen stock exchange system and the description of the related relationship. Article 16 the office of the board of directors of the company shall refer to the listing rules and other relevant provisions of the 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.
The audit committee shall confirm the list of connected persons of the company provided by the office of the board of directors and report to the board of directors and the board of supervisors in a timely manner after being reviewed by the Secretary of the board of directors. Article 17 when the company and its subordinate holding subsidiaries have trading activities, the relevant responsible persons shall carefully consult the list of related parties and prudently 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 their respective authorities. Article 18 the directors, supervisors and senior managers of the company have the obligation to pay attention to whether the company has been misappropriated by related parties. The independent directors and supervisors of the company are obliged to check the capital transactions between the company and related parties, clarify the settlement period of operating capital transactions, and shall not provide funds and other financial assistance to the controlling shareholders and other related parties in the form of operating capital transactions. Find out whether the company is occupied or transferred by the controlling shareholders and their related parties. In case of any abnormality, timely submit it to the board of directors of the company to take corresponding measures.
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 timely take protective measures such as litigation and property preservation to avoid or reduce losses.
Chapter V disclosure and decision-making procedures of connected transactions
Article 19 the company shall perform the obligation of information disclosure in accordance with the relevant provisions of laws, regulations and normative documents when carrying out the related party transactions described in this system with related parties. Article 20 when disclosing related party transactions, the company shall submit the following documents: (I) draft of related party transaction announcement; (II) agreement or letter of intent related to the transaction (if applicable); (III) resolutions of the board of directors and announcements of resolutions of the board of directors (if applicable); (IV) government approvals involved in the transaction (if applicable); (V) professional reports issued by intermediaries (if applicable); (VI) written documents of prior approval of the transaction by independent directors; (VII) independent opinions of independent directors; (VIII) other documents required by SZSE. Article 21 the announcement of connected transactions disclosed by the company shall strictly comply with the administrative measures for information disclosure of listed companies and the relevant information disclosure guidelines of Shenzhen Stock Exchange. Article 22 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be disclosed in time.
The company shall not directly or indirectly provide loans, gifts, advances, guarantees, loans, etc. to directors, supervisors and senior managers.
The 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 shall be disclosed in a timely manner. Article 23 the general meeting of shareholders of the company shall examine and approve the following related party transactions: (I) for the major related party transactions between the company and related parties (except for the guarantee provided by the company) with an 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, the audit or evaluation report on the subject matter of the transaction issued by the securities service institution shall be provided, Related party transactions related to daily operation and related party transactions with related parties who contribute in cash and determine the proportion of equity of each party in the invested subject according to the proportion of capital contribution may not be audited or evaluated; (II) other related party transactions that shall be considered by the general meeting of shareholders in accordance with laws, regulations, normative documents and the articles of association. Article 24 when the general meeting of shareholders of the company deliberates on related party transactions, related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders.
The company’s affiliated shareholders referred to in this system include the following shareholders or shareholders under one of the following circumstances: (I) they are the counterparty; (II) being the direct or indirect controller of the counterparty; (III) directly or indirectly controlled by the counterparty; (IV) directly or indirectly controlled by the same legal person or other organization or natural person as the counterparty; (V) working in the counterparty, or in the legal entity (or other organization) that can directly or indirectly control the counterparty, or in the legal entity (or other organization) directly or indirectly controlled by the counterparty (applicable to those whose shareholders are natural persons); (VI) close family members of the counterparty and its direct and indirect controllers; (VII) shareholders whose voting rights are restricted and affected due to unfulfilled equity transfer agreements or other agreements with the counterparty or its affiliates; (VIII) shareholders identified by the CSRC or Shenzhen stock exchange that may cause the company to tilt its interests. Article 25 the board of directors of the company shall examine and approve the following related party transactions:
Transactions between the company and related persons (except for the guarantee provided by the company) meet one of the following standards and fail to meet the deliberation standards of the general meeting of shareholders: (I) related transactions between the company and related natural persons with a transaction amount of more than 300000 yuan; (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. Article 26 Where the company intends to have a major connected transaction with a connected person, it shall submit it to the board of directors for deliberation after the independent director has issued a prior approval opinion. Before making a judgment, independent directors may hire an independent financial consultant to issue a report as the basis for their judgment. Article 27 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.
When considering related party transactions, non related directors shall not entrust related directors to attend the meeting on their behalf, and independent directors shall not entrust non independent directors to attend the meeting on their behalf.
The company’s affiliated directors referred to in this system refer to the directors under one of the following circumstances: (I) they are the counterparty; (II) being the direct or indirect controller of the counterparty; (III) 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 directly or indirectly controlled by the counterparty; (IV) close family members of the counterparty or its direct or indirect controller (see article 11 of the system for the specific scope); (V) close family members of the directors, supervisors or senior managers of the counterparty or its direct or indirect controllers (see article 11 of the system for the specific scope); (VI) directors identified by the CSRC, Shenzhen Stock Exchange or the company as having a conflict of interest with the company that may affect their independent judgment. Article 28 the supervisors shall disclose their opinions during the deliberation and voting of the related party transaction (if applicable). Article 29 Where a company and its related parties jointly contribute to the establishment of a company, the amount of capital contribution of the company shall be taken as the transaction amount, and the relevant provisions of the disclosure and decision-making procedures of this system shall apply. Article 30 the company intends to give up the same proportion of capital increase or
