Henan Qingshuiyuan Technology Co.Ltd(300437)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as the “company”) and ensure the fairness of related party transactions, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”) This system is formulated in accordance with the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 7 – transactions and related party transactions, the articles of association and relevant national laws and regulations.
Article 2 the related party transactions mentioned in this system refer to the transfer of resources or obligations between the company or its holding subsidiary and related parties, including:
（1） Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
（3） Provide financial assistance (including entrusted loans);
（4） Providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries); （5） Leased in or leased out assets;
（6） Sign management contracts (including entrusted operation, entrusted operation, etc.);
（7） Donated or donated assets;
（8） Reorganization of creditor’s rights or debts;
（9） Transfer of research and development projects;
（10） 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） Other matters recognized by laws, regulations and Shenzhen Stock Exchange.
Article 3 the related party transactions of the company shall follow the following basic principles:
（1） Comply with the principle of good faith;
（2） In line with the principles of market justice, fairness and openness, the pricing of related party transactions is mainly determined according to the market price, which is basically consistent with the transaction price to non related parties;
（3） If a related party enjoys the voting right of the general meeting of shareholders, it shall withdraw from voting except under special circumstances; （4） Directors who have any interest with related parties shall withdraw when the board of directors votes on the matter;
（5） 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 and independent financial consultants when necessary.
Article 4 the company shall not review and make decisions on related party transactions under any of the following circumstances:
(I) the status of the subject matter of the transaction is unclear;
(II) the transaction price has not been determined;
(III) the situation of the counterparty is uncertain;
(IV) this transaction has caused or may cause the company to be occupied by the non operating funds of the controlling shareholders, actual controllers and their subsidiaries;
(V) this transaction has caused or may cause the company to provide guarantees for related parties in violation of regulations;
(VI) other circumstances that lead to or may lead to the company’s interests being occupied by related parties due to this transaction. Article 5 affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 6 a legal person under the following circumstances shall be an affiliated legal person of the company:
（1） Legal persons or other organizations that directly or indirectly control listed companies;
（2） Legal persons or other organizations other than listed companies and their holding subsidiaries directly or indirectly controlled by the legal persons or other organizations mentioned in the preceding paragraph;
（3） Legal persons 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;
（4） Legal persons or other organizations holding more than 5% of the shares of the company and their persons acting in concert;
（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 special relations with the company and may or have caused the company to favor its interests.
Article 7 a natural person under 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 listed company;
（2） Directors, supervisors and senior managers of the company;
（3） Directors, supervisors and senior managers of the legal persons listed in Item (I) of Article 5;
（4） The close family members of the persons mentioned in items (I) to (III) of this article include 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.
Article 8 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 has one of the circumstances specified in Articles 6 and 7 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 Articles 6 and 7.
Article 9 where losses are caused or may be caused to the company 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, and investigate the responsibilities of relevant personnel.
Chapter II avoidance system of connected transactions
Article 10 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. A resolution of the board of directors not adopted by more than half of the connected directors shall be held. 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.
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) close family members of the counterparty or its direct or indirect controller;
(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, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
Article 11 when the general meeting of shareholders deliberates on related party transactions, the following shareholders shall withdraw from voting and shall not exercise their voting rights on behalf of other shareholders:
(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) working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty, or in the legal entity directly or indirectly controlled by the counterparty (applicable to those whose shareholders are natural persons); (VI) the voting rights are restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
(VII) close family members of the counterparty or its direct or indirect controller;
(VIII) legal person or natural person identified by CSRC or Shenzhen stock exchange that may cause the company to favor its interests.
Article 12 when signing an agreement involving connected transactions with the company, the company’s connected persons shall take necessary avoidance measures.
(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.
Article 13 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be included in the total number of valid votes; The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders.
Affiliated shareholders shall fully disclose their affiliated relationship to the general meeting of shareholders in advance before the general meeting of shareholders of the company considers relevant affiliated transactions; The related shareholders have not informed the board of directors of the company in advance. When the board of directors knows that they have a relationship with the matters discussed at the general meeting of shareholders, it shall explain the relationship to the general meeting of shareholders in time.
If a shareholder raises an objection to his / her related relationship, the general meeting of shareholders can vote on his / her objection, and the shareholder will not participate in the voting on this matter. If the shareholders participating in the voting approve their objection with more than two-thirds of the voting rights, the shareholders can participate in the voting of the matter.
Chapter III decision-making authority and disclosure of related party transactions
Article 14 If the transactions between the company and related parties (except for providing guarantee and financial assistance) meet one of the following standards, they shall be disclosed in time and approved by the board of directors:
(I) transactions with connected natural persons with a transaction amount of more than 300000 yuan;
(II) transactions with affiliated 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.
The provisions of the preceding paragraph shall apply to the transactions between the company and the same connected person (including other connected persons controlled by the same subject or having equity control relationship with each other) and the transactions with different connected persons related to the same transaction object in accordance with the principle of cumulative calculation for 12 consecutive months.
Article 15 related party transactions (except the provision of guarantee) between the company and related parties 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 shall be submitted to the general meeting of shareholders for deliberation after being deliberated by the board of directors.
The provisions of the preceding paragraph shall apply to the transactions between the company and the same connected person (including other connected persons controlled by the same subject or having equity control relationship with each other) and the transactions with different connected persons related to the same transaction object in accordance with the principle of cumulative calculation for 12 consecutive months.
Article 16 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons, or related party transactions with a transaction amount of more than 3 million yuan between the company and related legal persons, which account for more than 0.5% of the absolute value of the latest audited net assets of the listed company, shall be submitted to the board of directors for deliberation and approval after written approval by independent directors and disclosed in a timely manner, Independent directors need to express independent opinions.
Article 17 If the total amount of connected transactions (except cash assets and guarantees provided by the company) that the company intends to have with connected persons is more than 30 million yuan and accounts for more than 5% of the latest audited net asset value of the company, in addition to timely disclosure, the company shall also hire an intermediary qualified to perform securities and futures related businesses in accordance with the regulations, Evaluate or audit the subject matter of the transaction. Whether the board of directors should give opinions on whether such related party transaction is beneficial to the fairness of the related party transaction, and whether the board of directors should give opinions on whether such related party transaction is approved by the independent company. The company employs 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. The related party transaction can be implemented only after being approved by the general meeting of shareholders of the company. When the general meeting of shareholders votes on the related party transaction, any related party interested in the related party transaction shall give up the right to vote on the proposal at the general meeting of shareholders.
Article 18 the guarantee provided by the company for the related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Article 19 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of articles 14, 15, 16 and 17 of the system 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 the relevant provisions of this system will not be included in the relevant cumulative calculation scope. Article 20 the related party transactions related to daily operation listed in items (12) to (15) of Article 2 of the system between the company and related parties shall be disclosed in accordance with the following provisions and perform corresponding deliberation procedures:
(I) for the first day-to-day connected transactions, the company shall conclude a written agreement with the connected persons and disclose it in time. According to the transaction amount involved in the agreement, the provisions of articles 12, 13 and 14 of the system shall be applied respectively to the board of directors or the general meeting of shareholders for deliberation; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation.
(II) for the daily related party transaction agreement that has been deliberated and approved by the board of directors or the general meeting of shareholders and is being implemented, if there is no significant change in the main terms during the implementation process, the company shall disclose the actual performance of the relevant agreement as required in the periodic report and explain whether it complies with the provisions of the agreement; If major changes occur in the main terms of the agreement during the execution process or the agreement needs to be renewed at the expiration of the agreement, the company shall submit the newly revised or renewed daily related party transaction agreement to the board of directors or the general meeting of shareholders for deliberation according to the transaction amount involved in the agreement and the provisions of articles 12, 13 and 14 of the system respectively; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation.
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