Related party transaction management system
Article 1 in order to further improve the corporate governance structure of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) (hereinafter referred to as “the company”), promote the standardized operation of the company, enhance the independence and scientificity of the company’s decision-making, and better protect the legitimate rights and interests of 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 stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and connected transactions and other laws, administrative regulations and rules This system is formulated in accordance with the relevant provisions of normative documents and Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 related party transactions of the company shall follow the following basic principles:
(I) conform to the principle of good faith;
(II) the related party transactions between the company and its related parties shall be signed in writing, and the signing of the agreement shall follow the principles of equality, voluntariness, equivalence and compensation;
(III) if a related party enjoys the voting right of the company’s general meeting of shareholders (except under special circumstances) and has any interest with the related party, the director shall withdraw when voting on matters related to the related transaction;
(IV) 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 hire an intermediary to make a special report when necessary;
(V) when considering related party transactions, the company shall know in detail the real situation of the transaction object and the integrity record, credit status and performance ability of the counterparty, carefully evaluate the necessity, rationality and impact of relevant transactions on the company, and determine the transaction price according to sufficient pricing basis. Focus on whether there are problems such as unclear ownership of the transaction object, unclear performance ability of the counterparty, unfair transaction price, etc., and hire an intermediary to audit or evaluate the transaction object in accordance with the requirements of the stock listing rules of Shanghai Stock Exchange.
Article 3 related party transactions of the company refer to the transfer of resources or obligations between the company, its holding subsidiaries and other entities controlled and its related parties, including but not limited to the following matters:
（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 research and development projects;
（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） Deposit and loan business;
（16） Joint investment with related parties;
（17） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（18） Other matters that may lead to the transfer of resources or obligations through agreement.
Article 4 affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
Article 5 an affiliated legal person or other organization of the company under any of the following circumstances:
(I) legal persons or other organizations that directly or indirectly control the company;
(II) legal persons or other organizations other than the company, holding subsidiaries and other entities controlled directly or indirectly by item (I);
(III) legal persons or other organizations other than the company, holding subsidiaries and other entities controlled by the affiliated natural persons listed in Article 6 of the system, or where the affiliated natural persons act as directors (excluding independent directors of both parties) and senior managers;
(IV) legal persons or other organizations holding more than 5% of the company’s shares and persons acting in concert;
(V) other legal persons or other organizations identified by the CSRC, Shanghai Stock Exchange or the company according to the principle of substance over form that have a special relationship with the company and may or have led to the preference of the company’s interests. Article 6 the affiliated natural person of the company refers to:
(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 affiliated legal persons listed in Item (I) of Article 5;
(IV) close family members of the persons mentioned in items (I) and (II) of this article, including spouses, children over the age of 18 and their spouses, parents and parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children’s spouses;
(V) other natural persons identified by China Securities Regulatory Commission, 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 led to the preference of the company’s interests.
Article 7 a legal person, other organization or natural person under any of the following circumstances shall be regarded as an affiliate of the company:
(I) according to the agreement or arrangement signed with the company or its affiliates, it will have one of the circumstances specified in Articles 5 and 6 of this system within 12 months after the agreement or arrangement takes effect;
(II) in the past 12 months, it has been under one of the circumstances specified in Articles 5 and 6 of this system. Article 8 if the total amount of related party transactions (including debts and expenses undertaken, the same below) between the company and related legal persons is less than 3 million yuan, or less than 0.5% of the absolute value of the company’s latest audited net assets (except for the guarantee provided by the company), it can be implemented only after the decision of the general manager.
Related party transactions (except for the guarantee provided by the company) with a transaction amount of less than 300000 yuan between the company and related natural persons can be implemented only after the decision of the general manager.
Article 9 related party transactions (except providing guarantee) with a total amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the latest audited net assets of the company between the company and related legal persons shall be submitted to the board of directors of the company for deliberation and timely disclosure.
Related party transactions with a total amount of more than 300000 yuan concluded between the company and related natural persons (except the provision of guarantee) shall be submitted to the board of directors of the company for deliberation and disclosed in a timely manner.
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 passed by half of the non affiliated directors. If the number of non affiliated directors attending the board meeting is less than three, 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) is the counterparty;
(II) the other party is the direct or indirect controller of the transaction;
(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 the provisions of item (IV) of Article 6 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 the provisions of item (IV) of Article 6 for the specific scope, the same below);
(VI) directors whose independent business judgment may be affected determined by China Securities Regulatory Commission, Shanghai Stock Exchange or the company based on the principle of substance over form.
Article 10 if the total amount of connected transactions reached between the company and connected persons is more than 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets (except for the guarantee provided by the company), the board of directors shall submit the connected transactions to the general meeting of shareholders for deliberation, and the connected transactions shall be disclosed in time and implemented after being approved by the general meeting of shareholders, And the audit report or evaluation report shall be disclosed in accordance with the provisions of relevant laws and regulations, but the daily connected transactions specified in relevant laws and regulations 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.
When the company’s general meeting of shareholders deliberates on related party transactions, related shareholders shall withdraw from voting. The affiliated shareholders mentioned in the preceding paragraph include the following shareholders or shareholders under any of the following circumstances:
(I) is the counterparty;
(II) the other party is the direct or indirect controller of the transaction;
(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) work 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;
(VI) close family members of the counterparty or its direct or indirect controller;
(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 China Securities Regulatory Commission or Shanghai stock exchange that may cause the interests of listed companies to favor them.
Article 11 the company shall not provide financial assistance to related persons, except for the case of providing financial assistance to related joint-stock companies not controlled by the controlling shareholder and actual controller of the company, and other shareholders of the joint-stock company provide financial assistance with the same conditions according to the proportion of capital contribution.
If the company provides financial assistance to the affiliated joint-stock company specified in the preceding paragraph, in addition to being deliberated and approved by more than half of all non affiliated directors, it shall also be deliberated and approved by more than two-thirds of the non affiliated directors attending the board meeting and submitted to the general meeting of shareholders for deliberation.
Article 12 a guarantee provided by the company to a related person shall be deliberated and approved by more than half of all non related directors, and shall also be deliberated and approved by more than two-thirds of the non related directors attending the meeting of the board of directors, and a resolution shall be made and submitted to the general meeting of shareholders for deliberation. Where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, the controlling shareholder, actual controller and their affiliates shall provide counter guarantee.
If the guaranteed party becomes an affiliate of the company due to a transaction or connected transaction, while implementing the transaction or connected transaction, the company shall perform corresponding review procedures and information disclosure obligations on the existing connected guarantee. If the board of directors or the general meeting of shareholders fails to consider and approve the related guarantee matters specified in the preceding paragraph, all parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 13 Where a company and its affiliates 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 provisions of Articles 8, 9 or 10 of this system shall apply.
Article 14 Where the company’s waiver of rights leads to connected transactions with its connected persons, the provisions of Articles 8, 9 or 10 of the system shall apply in accordance with the standards of Article 15 of the system.
Article 15 Where the relevant arrangements for transactions between the company and related parties involve conditional amounts such as consideration that may be paid or received in the future, the expected maximum amount shall be the transaction amount, and the provisions of Articles 8, 9 or 10 of this system shall apply.
Article 16 related party transactions that should be submitted to the general meeting of shareholders of the company for deliberation can only be submitted to the board of directors for deliberation after being approved by independent directors; The board of directors shall express opinions on whether the transaction is beneficial to the company. At the same time, the company can hire an independent financial consultant to express opinions on whether the related party transaction is fair and reasonable to all shareholders, and explain the reasons, main assumptions and considerations.
Any affiliated shareholder who has an interest in the above-mentioned connected transactions shall give up the voting right to the proposal at the general meeting of shareholders, and the number of voting shares represented by it shall not be included in the total number of effective voting rights. The affiliated shareholders who fail to attend the general meeting of shareholders shall not authorize their proxy to vote on the matter, and their proxy shall also withdraw with reference to the provisions on withdrawal of affiliated shareholders in this article. When the general meeting of shareholders votes on related party transactions, after deducting the number of voting shares represented by related shareholders, the non related shareholders attending the general meeting of shareholders shall vote in accordance with the provisions of this related party transaction system.
When the general meeting of shareholders makes a resolution on related party transactions, it shall be adopted by more than half or more than two-thirds of the voting rights held by the non related shareholders attending the general meeting of shareholders, depending on the difference between ordinary resolution and special resolution. The voting on related party transactions shall be counted by two or more representatives of non related shareholders and one supervisor, and the counting representative shall announce the voting results on the spot. The company shall fully disclose the voting of non affiliated shareholders in the resolution of the general meeting of shareholders.
Article 17 when a director or other enterprise in which he works is directly or indirectly related to the existing or planned contracts, transactions and arrangements of the company (except for the employment contract), regardless of whether the relevant matters generally require the approval of the board of directors, the directors with related relations shall disclose the nature and degree of their related relations to the board of directors as soon as possible, And submit to the board of directors to make resolutions on relevant contracts, transactions and arrangements. When the board of directors deliberates on relevant contracts, transactions and arrangements, the directors with related relationships shall withdraw and shall not vote.
Article 18 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Article 8, Article 9 or Article 10 of the system according to the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions related to the subscript of the same transaction category with different related parties.
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.
According to the provisions of this article, if the cumulative calculation meets the disclosure standards for 12 consecutive months, only the transaction matters can be disclosed in accordance with the relevant requirements of laws and regulations, and the cumulative transaction matters that have not met the disclosure standards in the previous period can be explained in the announcement; If it meets the deliberation standard of the general meeting of shareholders, it can only submit the transaction to the general meeting of shareholders for deliberation, and explain the transaction matters that have not fulfilled the deliberation procedures of the general meeting of shareholders in the previous period in the announcement.
If the company has performed relevant obligations in accordance with this system, it will not be included in the corresponding cumulative calculation range. The company has disclosed but failed to fulfill the deliberation of the general meeting of shareholders
