Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as “the company”), ensure the necessity of related party transactions and the fairness of prices, and safeguard the legitimate rights and interests of the company and all shareholders of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the accounting standards for Business Enterprises No. 36 – disclosure of related parties The relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the guidelines for the governance of listed companies (revised in 2018), the Listing Rules of the Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules of the science and Innovation Board”) and the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association (hereinafter referred to as the “articles of association”), in combination with the actual situation of the company, Formulate this system.
Article 2 this system is binding on the shareholders, directors, supervisors and management of the company, and must be observed by the shareholders, directors, supervisors and management of the company.
Article 3 in case of related party transactions, the company shall ensure the legitimacy, necessity, rationality and fairness of related party transactions, 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 4 related party transactions shall follow the principles of impartiality, fairness and openness. In principle, the price of related party transactions shall not deviate from the price or charging standard of an independent third party in the market. The company shall fully disclose the pricing basis of related party transactions.
Article 5 a written agreement shall be signed for the connected transactions between the company and its connected persons. The signing of the agreement shall follow the principles of equality, voluntariness, equivalence and compensation, and the content of the agreement shall be clear and specific. The company shall disclose the conclusion, modification, termination and performance of the agreement in accordance with relevant regulations.
Article 6 the assets of the company belong to the company. The company shall take effective measures to prevent shareholders and their related parties from illegally occupying or transferring the company’s funds, assets and other resources through related party transactions.
Chapter II related parties and related transactions
Article 7 related party transactions refer to the events that may lead to the transfer of resources or obligations between the company or its subsidiaries and other entities within the scope of its consolidated statements and its related parties. Including but not limited to the following matters:
(I) purchase or sale of assets;
(II) foreign investment (except for purchasing bank financial products);
(III) transfer or transfer of R & D projects;
(IV) sign a license agreement;
(V) provide guarantee;
(VI) assets leased in or leased out;
(VII) entrusted or entrusted management of assets and businesses;
(VIII) donated or donated assets;
(IX) reorganization of creditor’s rights and debts;
(x) provide financial assistance;
（11） Purchase of raw materials, fuel and power;
（12） Sale of products or merchandise;
（13） Providing or receiving labor services;
（14） Entrusted or entrusted sales;
（15） Other matters that may lead to the transfer of resources.
Article 8 related party transactions include daily related party transactions and incidental related party transactions.
(I) daily related party transactions refer to the transactions between the company and related parties, such as the purchase of raw materials, fuels and power, the sale of products or commodities, the provision or acceptance of labor services, entrusted or entrusted sales, investment (including joint investment, entrusted wealth management and entrusted loans), financial assistance (accepted by the company), and the guarantee provided by related parties for the company.
(II) incidental connected transactions refer to connected transactions other than daily connected transactions.
Article 9 affiliated persons of the company refer to natural persons, legal persons or other organizations under any of the following circumstances:
(I) natural persons, legal persons or other organizations that directly or indirectly control the company;
(II) natural persons who directly or indirectly hold more than 5% of the shares of the company;
(III) directors, supervisors or senior managers of the company;
(IV) family members closely related to the affiliated natural persons mentioned in items (I), (II) and (III) above, including spouses, children over the age of 18 and their spouses, parents and their spouses, brothers and sisters and their spouses, brothers and sisters of spouses, and parents of children’s spouses;
(V) legal persons or other organizations that directly hold more than 5% of the shares of the company;
(VI) directors, supervisors, senior managers or other main responsible persons of legal persons or other organizations that directly or indirectly control the company;
(VII) legal persons or other organizations directly or indirectly controlled by the affiliated legal persons or affiliated natural persons listed in items (I) to (VI) above, or in which the aforesaid affiliated natural persons (except independent directors) serve as directors and senior managers, except the company and its holding subsidiaries;
(VIII) legal persons or other organizations indirectly holding more than 5% of the shares of the company;
(IX) the CSRC, Shanghai Stock Exchange or other natural persons, legal persons or other organizations identified by the company in accordance with the principle of substance over form that have a special relationship with the company and may lead to the preference of the company’s interests.
Within 12 months before the date of transaction, or within 12 months after the relevant transaction agreement takes effect or the implementation of the arrangement, the legal person, other organization or natural person with one of the above circumstances shall be regarded as the related party of the company.
Article 10 if the company and the legal person or other organization directly or indirectly controlled by the legal person or other organization listed in Item (I) of the preceding article are controlled by the same state-owned assets supervision and administration institution, it will not form an association relationship, but the legal representative, President, responsible person or more than half of the directors of the legal person or other organization also serve as the directors of the listed company Except for supervisors or senior managers.
Article 11 the company’s directors, supervisors, senior managers, shareholders holding more than 5% shares and their persons acting in concert and actual controllers shall timely inform the company of their relationship with the company, and the company shall report to Shanghai stock exchange for the record.
Chapter III avoidance voting system for related party transactions
Article 12 when the board of directors of the company considers related party transactions, related directors shall withdraw from voting and shall not entrust or represent other directors to exercise their voting rights.
When the meeting of the board of directors deliberates and votes on transactions related to directors, it can be held only when more than half of the non related directors are present. The resolutions made at the meeting of the board of directors must be adopted by more than half of the non related directors. If the number of non affiliated directors attending the meeting of the board of directors is less than three, the company shall submit the transaction to the general meeting of shareholders for deliberation.
Article 13 under any of the following circumstances, a related director who should withdraw from voting shall be constituted:
(I) is 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 item (IV) of Article 9 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 item (IV) of Article 9 of the system for the specific scope)
(VI) directors whose independent business judgment may be affected determined by the CSRC, Shanghai Stock Exchange or the company based on the principle of substance over form.
Article 14 when voting on related party transactions at the general meeting of shareholders, non related shareholders shall vote, and related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders.
When the general meeting of shareholders deliberates on related transactions or related matters, related shareholders may attend the general meeting of shareholders and participate in the deliberation, but shall not participate in the voting of related transactions or related matters; If the affiliated shareholders participate in the voting of affiliated transactions or related matters, the number of voting shares represented by them shall not be included in the total number of voting shares attending the general meeting of shareholders; If the number of voting shares represented by affiliated shareholders has been included in the total number of voting shares, it shall be deducted from the total number of voting shares.
Article 15 Any of the following circumstances shall constitute a related shareholder who shall withdraw from voting:
(I) is 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, other organization or natural person as the counterparty;
(V) shareholders whose voting rights are restricted or affected due to outstanding equity transfer agreements or other agreements with the counterparty or its affiliates;
(VI) shareholders identified by the CSRC or Shanghai stock exchange that may cause the interests of the company to favor them. Article 16 procedures for withdrawal of related shareholders from voting at the general meeting of shareholders:
(I) if the company’s shareholders have a related relationship with the transaction matters considered at the general meeting of shareholders and constitute a related transaction, the related shareholders shall disclose their related relationship in detail to the board of directors of the company before the general meeting of shareholders, disclose their related relationship to the host and actively avoid voting at the latest before the general meeting of shareholders votes on the related transaction. The chairman of the general meeting of shareholders shall announce and prompt the related shareholders to avoid voting before the voting of related party transactions.
(II) affiliated shareholders should avoid voting. If affiliated shareholders do not avoid voting, other shareholders have the right to put forward the opinion of affiliated shareholders’ avoidance to the chairman of the meeting, and the chairman has the right to make the decision of affiliated shareholders’ avoidance of voting after verification and confirmation. (III) if the affiliated shareholders do not comply with the avoidance voting system or vote on the affiliated transactions due to their fault, the general meeting of shareholders shall not include the number of shares in which the affiliated shareholders exercise voting rights in the total number of effective votes; The general meeting of shareholders shall make resolutions based on the voting results of non affiliated shareholders; The moderator shall declare the voting of related shareholders on related exchanges invalid.
(IV) voting on related party transactions at the general meeting of shareholders shall be adopted by more than half of the voting rights held by non related shareholders attending the general meeting of shareholders; If the related party transaction is a special resolution specified in the articles of association, it must be adopted by more than two-thirds of the voting rights held by the non related shareholders attending the general meeting of shareholders.
(V) the resolution made by the general meeting of shareholders on related party transactions when the related shareholders do not withdraw and participate in the voting shall be revoked or corrected in time after being found, informed or verified by the general meeting of shareholders; If the general meeting of shareholders still fails to revoke or correct after discovery, knowledge or verification, other shareholders have the right to request the people’s court to revoke the resolution of the general meeting of shareholders on the related party transaction.
Article 17 Where a major asset reorganization of the company is related to the shareholders of the company or their affiliates, the related shareholders shall withdraw from voting when the general meeting of shareholders votes on the major asset reorganization.
For the related party transactions that the shareholders do not actively explain the related party relationship and avoid voting, or the board of directors does not indicate in the announcement, other shareholders may require them to explain the situation and require them to avoid.
Article 18 after the conclusion of the general meeting of shareholders, if other shareholders find that related shareholders participate in the voting of related party transactions, or shareholders have objections to the application of avoidance of voting, they have the right to sue the people’s court for relevant resolutions in accordance with the provisions of the articles of association.
Article 19 the announcement of the resolution of the general meeting of shareholders shall fully disclose the avoidance of voting by affiliated shareholders and the voting by non affiliated shareholders.
Chapter IV Execution of related party transactions
Article 20 the board of directors and the management of the company shall organize the implementation of all related party transactions that need to be approved by the general meeting of shareholders.
For the related party transactions of the company that need to be approved by the board of directors and the president, after the board of directors adopts the transaction resolution or the president makes the transaction decision, the management of the company shall timely and effectively organize and implement the transaction according to the resolution of the board of directors and the decision of the president.
Article 21 if the major content of a major connected transaction agreement needs to be changed during its implementation, it must be reviewed and approved by the original approved general meeting of shareholders; If it is necessary to suspend or terminate, the board of directors may decide to suspend or terminate in advance according to the change of circumstances and the principle of maximizing the interests of the company and minimizing the losses, but afterwards, it shall report to the general meeting of shareholders for deliberation and confirmation according to the original approval procedures. When the related party transaction decided by the board of directors needs to be suspended or terminated during the implementation process, the president and the operation management, department or personnel responsible for the implementation shall report to the president in time, decide to suspend or terminate in advance according to the change of circumstances and the principle of maximizing the company’s interests and minimizing losses, and report to the board of directors for confirmation afterwards.
Chapter V approval and disclosure of connected transactions
Article 22 If the transaction between the company and its related parties (except for providing guarantee) meets one of the following standards, it shall be disclosed in time:
(I) transactions with related natural persons with a transaction amount of more than 300000 yuan;
(II) transactions with related legal persons that account for more than 0.1% of the company’s total audited assets or market value in the latest period, and exceed 3 million yuan.
Article 23 If the transaction amount between the company and related parties (except for providing guarantee) accounts for more than 1% of the company’s total audited assets or market value in the latest period and exceeds 30 million yuan, an evaluation report or audit report shall be provided and submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors.
The related party transactions related to the daily operation of the company can be exempted from audit or evaluation.
The board of directors shall disclose the above connected transactions in a timely manner.
Article 24 If the transaction amount between the company and related parties (except for providing guarantee) meets the following standards but fails to meet the standards for deliberation and approval by the general meeting of shareholders, it shall be deliberated and approved by the board of directors:
(I) the transaction amount between the company and natural persons is more than 300000 yuan;
(II) related party transactions between the company and related legal persons with a transaction amount of more than RMB 3 million and accounting for more than 0.1% of the company’s latest audited net assets or market value.
No guarantee shall be provided directly or indirectly to directors, supervisors or senior managers of the company. The board of directors shall disclose the above connected transactions in a timely manner.
Article 25 If the transaction amount between the company and related parties (except for providing guarantee) meets the following standards but fails to meet the standards reviewed and approved by the board of directors, it shall be decided by the president:
(I) the transaction amount between the company and related natural persons is less than 300000 yuan;
(II) the transaction amount between the company and the affiliated legal person (except for providing guarantee) is less than 3 million yuan, or accounts for less than 0.1% of the latest audited net assets or market value of the company
