Wuhan Tianyu Information Industry Co.Ltd(300205)
Related party transaction management system
Chapter I General Provisions
Article 1 Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”) in order to ensure the fairness and rationality of related party transactions with related parties and promote the smooth development of the company’s business according to law, This system is formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), Shenzhen Stock Exchange GEM Listing Rules (“GEM Listing Rules”), other relevant laws and regulations and Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”).
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, entrusted loans, etc.);
（3） Provide financial assistance;
（4） Provide guarantee;
（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 affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 5 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 the company;
（2） Legal persons or other organizations other than the company and its 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 6 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 company;
（2） Directors, supervisors and senior managers of the company;
（3） Directors, supervisors and senior managers of legal persons or other organizations that directly or indirectly control the company;
（4） Close family members of the persons mentioned in items (I) to (III) 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;
（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 7 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, after the agreement or arrangement takes effect or within the next 12 months, it has one of the circumstances specified in Articles 5 and 6;
（2） In the past 12 months, it has been under one of the circumstances specified in Articles 5 and 6.
Chapter II avoidance system of connected transactions
Article 8 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 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 9 when the general meeting of shareholders deliberates on related party transactions, the following shareholders shall withdraw from voting:
(I) counterparty;
(II) having direct or indirect control over the counterparty;
(III) directly or indirectly controlled by the counterparty; Directly or indirectly controlled by the same legal person or natural person as 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 the case where the shareholder is a natural person); (VII) the voting rights are restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
(VIII) legal person or natural person identified by CSRC or Shenzhen stock exchange that may cause the company to favor its interests.
Article 10 when a company’s related party signs an agreement involving related party transactions with the company, it 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 11 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 12 If the transaction between the company and its related parties (except for providing guarantee and financial assistance) meets one of the following standards, it shall be submitted to the board of directors for deliberation and approval and disclosed in time:
(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 1 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets.
Article 13 if the transaction amount between the company and its related parties (except the provision of guarantee) exceeds 10 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, it shall be submitted to the general meeting of shareholders for deliberation, and the evaluation or audit report shall be disclosed with reference to the regulations on the listing of shares on the gem of Shenzhen Stock Exchange.
Related party transactions related to daily operations may be exempted from audit or evaluation.
Although the related party transaction does not meet the standards specified in paragraph 1 of this article, but it is considered necessary, the company shall disclose the audit or evaluation report in accordance with paragraph 1.
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 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.
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 16 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of articles 12 and 13 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 articles 12 and 13 of the system will not be included in the relevant cumulative calculation scope.
Article 17 the company shall not provide funds and other financial assistance to directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling 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 and calculate it cumulatively within 12 consecutive months according to the transaction type, and the provisions of articles 12 and 13 shall apply.
Those who have fulfilled relevant obligations in accordance with articles 12 and 13 shall not be included in the scope of relevant cumulative calculation.
Article 18 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 the 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 and 13 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 and 13 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.
If it is difficult to disclose the total amount of each related party transaction in the current year due to the daily review of the company in accordance with article I (III), it may be reported to the general meeting of the board of directors in accordance with the reasonable amount of each related party transaction in the current year, According to the estimated amount, the provisions of Article 12 and Article 13 of the system shall be applied respectively, which shall be submitted to the board of directors or the general meeting of shareholders for deliberation and disclosure; The company shall disclose the daily connected transactions within the expected scope in the annual report and interim report. If the amount of daily connected transactions exceeds the estimated total amount in the actual implementation, the company shall resubmit it to the board of directors or the general meeting of shareholders for deliberation and disclosure according to the provisions of articles 12 and 13 of the system respectively.
Article 19 the daily related party 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.
If the agreement does not determine the specific transaction price but only states the reference market price, when performing the disclosure obligation in accordance with Article 17 of this system, the company shall disclose the actual transaction price, the market price and its determination method, and the reasons for the difference between the two prices at the same time.
Article 20 if the term of the daily connected transaction agreement signed between the company and the connected person exceeds three years, the company shall re perform the review procedures and disclosure obligations every three years in accordance with the provisions of this system.
Article 21 the company may be exempted from performing relevant obligations in accordance with the system 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, as a member of the underwriting syndicate, underwrites shares, 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 according to the resolution of the general meeting of shareholders of the other party;
(IV) other circumstances recognized by Shenzhen Stock Exchange.
Article 22 the following transactions between the company and related parties may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with the provisions of this system:
(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 and obtaining debt relief
