Henan Liliang Diamond Co.Ltd(301071)
Administrative measures for related party transactions
Chapter I General Provisions
Article 1 in order to ensure that the related party transactions between Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company”) and related parties comply with the principles of fairness, impartiality and openness, and ensure that the related party transactions of the company do not damage the legitimate rights and interests of the company and non related 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 on the gem (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of Companies listed on the gem, and other relevant laws, regulations and the articles of association, These measures are formulated.
Article 2 the decision-making management, information disclosure and other matters of the company’s connected transactions shall comply with these measures.
Article 3 the company shall establish and improve the internal control system of related party transactions, follow the principles of good faith, equality, voluntariness, fairness, openness and fairness, and shall not harm the interests of the company and shareholders, conceal the related relationship or decorrelate the related party transactions.
Chapter II related persons and related relationships
Article 4 the affiliated persons of the company include affiliated legal persons 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:
(I) legal persons or other organizations that directly or indirectly control the company;
(II) 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;
(III) legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the company’s affiliated natural persons, or serve as directors (except independent directors) and senior managers;
(IV) legal persons or persons acting in concert holding more than 5% of the shares of the company;
(V) other legal persons or other organizations identified by the CSRC, the stock exchange or 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.
Article 6 a natural person under any of the following circumstances shall be an affiliated natural person of the company:
(I) natural persons who directly or indirectly hold 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 legal persons or other organizations that directly or indirectly control the company;
(IV) close family members of the persons mentioned in items (I) to (III) of this article, including spouses, parents, 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 the CSRC, the 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 7 a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) due to signing an agreement or making an arrangement with the company or its affiliates, one of the circumstances specified in Article 5 or Article 6 occurs after the agreement or arrangement takes effect or within the next 12 months;
(II) one of the circumstances specified in Article 5 or Article 6 has occurred in the past 12 months.
Article 8 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 timely file the information of the above-mentioned connected persons with the stock exchange.
Article 9 the company shall 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 their respective authorities.
Chapter III deliberation and disclosure of connected transactions
Article 10 the term “transaction” as mentioned in this chapter includes the following matters:
(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 company for others, including the guarantee for holding subsidiaries); (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 cause the transfer of resources or obligations through agreement;
（18） Laws, regulations, normative documents or other matters deemed by the CSRC and the stock exchange to be related party transactions.
Article 11 when the board of Directors considers related party transactions, the directors shall make a clear judgment on the necessity, fairness, true intention and impact on the company of related party transactions, and pay special attention to the pricing policy and basis of the transaction, including the fairness of the assessed value, the reason for the difference between the transaction price of the transaction object and the book value or the assessed value, etc, Strictly abide by the avoidance system of connected directors to prevent the use of connected transactions to manipulate profits, transfer interests to connected persons and damage the legitimate rights and interests of the company and minority shareholders.
Article 12 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 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:
(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 directly or indirectly controlled by the counterparty;
(III) having direct or indirect control over the counterparty;
(IV) a close member of his or her family or an indirect controlling party;
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers;
(VI) persons identified by the CSRC, the stock exchange or the company who may affect their independent business judgment for other reasons.
Article 13 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall withdraw from voting and shall not exercise voting rights on behalf of other shareholders.
The affiliated shareholders mentioned in the preceding paragraph 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;
(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 those whose shareholders are natural persons); (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 the stock exchange that may cause the company to favor its interests.
Article 14 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.
Article 15 transactions between the company and related parties (except for providing guarantees and financial assets) that meet one of the following standards shall be disclosed in time after deliberation by the board of directors of the company:
(I) transactions between the company and related natural persons with a transaction amount of more than 300000 yuan;
(II) the transaction amount between the company and its affiliated legal person exceeds 3 million yuan and accounts for more than 0.5% of the absolute value of the company’s latest audited net assets.
Article 16 if the amount of transactions (except providing guarantee) between the company and related parties 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.
If the subject matter of the transaction is equity, the company shall employ an accounting firm with relevant business qualifications to audit the financial and accounting report of the subject matter of the transaction in the latest year. The audit deadline shall not exceed 6 months from the date of the shareholders’ meeting to consider the transaction; If the subject matter of the transaction is other assets other than equity, the company shall employ an asset appraisal institution with relevant business qualifications to conduct the appraisal. The benchmark date of the appraisal shall not exceed one year from the date of the shareholders’ meeting to consider the transaction.
Related party transactions related to daily operations may be exempted from audit or evaluation.
Article 17 any guarantee provided by the company for related parties, regardless of the amount, shall be disclosed in time after being deliberated and approved by 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 18 the company shall not provide funds and other financial assistance to directors, supervisors, senior managers, controlling shareholders, actual controllers and their holding 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, calculate it cumulatively according to the transaction type within 12 consecutive months, and submit it to the board of directors or the general meeting of shareholders for deliberation after meeting the corresponding standards.
Article 19 the company shall disclose related party transactions in accordance with the relevant business rules of the stock exchange.
Article 20 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions on the deliberation authority of the board of directors and the general meeting of shareholders in accordance with 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 equity related relationship between the above-mentioned person and other persons under common control includes the same equity related relationship.
Those who have fulfilled the deliberation procedures of the board of directors and the general meeting of shareholders will not be included in the relevant cumulative calculation scope.
Article 21 when conducting daily connected transactions with connected persons, the company shall disclose and perform the deliberation procedures in accordance with the following provisions:
(I) the company can reasonably estimate the annual amount of daily connected transactions by category, perform the review procedures and disclose; If the actual implementation exceeds the expected amount, relevant review procedures and disclosure obligations 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 three years, the relevant review procedures and disclosure obligations shall be performed again every three years.
Article 22 a daily connected transaction agreement shall at least include the transaction price, pricing principle and basis, total transaction volume or its determination method, payment method and other main terms.
Article 23 the following transactions between the company and related parties may be exempted from being submitted to the board of directors and the general meeting of shareholders for deliberation:
(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 24 the company may be exempted from performing relevant obligations in the form of related party transactions when it enters into the following related party transactions with related parties:
(I) one party subscribes in cash for shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
(II) one party acts as a member of the underwriting syndicate to underwrite stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
(III) one party receives dividends, bonuses or remuneration in accordance with the resolutions of the general meeting of shareholders of the other party;
(IV) other circumstances recognized by the stock exchange.
Chapter IV supplementary provisions
Article 25 The term “above” as mentioned in these Measures includes the number and “below” does not include the number.
Article 26 matters not covered in these Measures shall be implemented in accordance with laws, regulations, normative documents, the business rules of the stock exchange and the relevant provisions of the articles of Association; In case of any inconsistency with relevant laws, regulations, normative documents, business rules of the stock exchange and the articles of association, the provisions of relevant laws, regulations, normative documents, business rules of the stock exchange and the articles of association shall prevail.
Article 27 the board of directors shall be responsible for the interpretation of these measures.
Article 28 these Measures shall come into force and be implemented from the date of deliberation and adoption by the general meeting of shareholders of the company.
Henan Liliang Diamond Co.Ltd(301071) February 25, 2022
