Related party transaction management system
Chapter I General Provisions
Article 1 in order to regulate the related party transactions between Apt Medical Inc(688617) (hereinafter referred to as “the company”) and related parties, ensure that the transactions between the company and related parties comply with the principles of fairness, openness and impartiality, and safeguard the legitimate rights and interests of the company and all shareholders (especially small and medium-sized investors), according to the company law of the people’s Republic of China This system is hereby formulated in accordance with the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) and other relevant laws, regulations and normative documents, as well as the relevant provisions of Apt Medical Inc(688617) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the audit committee under the board of directors of the company shall perform the duties of controlling and daily managing the related party transactions of the company.
Article 3 if the company, its holding subsidiaries and branches, its directors, supervisors, senior managers and relevant parties violate this system, the company will give corresponding punishment to the relevant responsible person according to the seriousness of the case until it is reported to the regulatory authority for handling.
Article 4 the related party transactions of the company shall follow the following basic principles:
(I) conform to the principle of good faith;
(II) conform to the principles of fairness, openness and fairness;
(III) principles conducive to the operation and development of the company; 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 independent financial consultants or professional appraisers to audit or evaluate the subject matter of the transaction when necessary;
(IV) avoidance principle of related personnel.
Chapter II related party transactions and related parties
Article 5 related party transactions of the company refer to the matters that may lead to the transfer of resources or obligations between the company or its subsidiaries and other entities within the scope of consolidated statements and related parties of the company (whether or not the price is charged), mainly including:
(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) providing 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） Transfer of research and development projects;
（12） Sign the license agreement;
（13） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.); （14） Purchase of raw materials, fuel and power;
（15） Selling products and commodities;
（16） Providing or receiving labor services;
（17） Entrusted or entrusted sales;
（18） Joint investment by related parties;
（19） Other matters that may lead to the transfer of resources or obligations through agreement.
（20） Deposits and loans in financial companies of related parties;
（21） China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) or other matters identified by the company according to the principle of substance over form that may lead to the transfer of resources or obligations through agreement, Including providing financial assistance and guarantee greater than its equity proportion or investment proportion to the company jointly invested with related parties, and waiving the same proportion of capital increase or preferential transfer right to the company jointly invested with related parties. Article 6 the affiliated parties of the company include affiliated legal persons and affiliated natural persons.
Article 7 the affiliated person of the company refers to the natural person, legal person or other organization under any of the following circumstances: (I) the natural person, legal person or other organization that directly or indirectly controls 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 who are closely related to the associated natural persons mentioned in items (I), (II) and (III) of this item, including spouses, children over the age of 18 and their spouses, parents and spouses’ parents, brothers and sisters and their spouses, spouses’ brothers and sisters, 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) of this item, or 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) other natural persons, 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 lead to the preference of the company’s interests.
Within 12 months before the date of the 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 under one of the circumstances listed in this article shall be regarded as the related party of the company.
Chapter III Reporting of related parties
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 parties with which they have a related relationship, and record them in the Shanghai Stock Exchange.
Article 9 the audit committee of the company shall, in accordance with the listing rules and the relevant provisions of Shanghai Stock Exchange, determine the list of the company’s connected persons, update it in time, ensure that the list of connected persons is true, accurate and complete, and report to the board of directors and the board of supervisors in time.
Article 10 the information declared by the company’s related parties includes:
(I) name, ID card number or legal person’s name and organization code;
(II) description of the relationship with the company.
Article 11 the company shall disclose the relationship between related parties and the company layer by layer, stating:
(I) full name and organization code of the controlling party or share holder (if any);
(II) full name and organization code of the controlled party or the invested party (if any);
(III) the proportion of the total share capital of the controlled party or the invested party held by the controller or the investor, etc. Article 12 when the company and its holding subsidiaries have trading activities, the relevant responsible persons shall carefully consult the list of connected persons and prudently judge whether it constitutes connected transactions. Once it is determined to constitute a connected transaction, it shall perform the obligations of examination and approval and reporting within their respective authorities.
Chapter IV pricing of related party transactions
Article 13 related party transaction price refers to the transaction price involved in the related party transaction between the company and related parties.
Article 14 related party transactions shall follow the commercial principles of openness, fairness and impartiality. The company shall take effective measures to prevent related parties from interfering in the operation of the company by monopolizing procurement and sales business channels and damaging the interests of the company.
Article 15 when conducting connected transactions, the company shall sign a written agreement to clarify the rights, obligations and legal responsibilities of both parties to the transaction and the pricing policy of connected transactions. In case of major changes in the transaction price and other main terms in the agreement during the execution of related party transactions, the company shall re perform the corresponding approval procedures according to the changed transaction amount.
Article 16 the pricing of the company’s connected transactions shall be fair and implemented with reference to the following principles:
(I) if the transaction is priced by the government, the price can be directly applied;
(II) if the transaction is subject to the government guided price, the transaction price can be reasonably determined within the scope of the government guided price;
(III) in addition to the government fixed price or government guided price, if there is a comparable market price or charging standard of an independent third party for the transaction, the transaction price can be determined with priority by referring to the price or standard;
(IV) if there is no comparable independent third party market price for related matters, the transaction price can be determined by referring to the price of non related transactions between related parties and third parties independent of related parties;
(V) if there is neither the market price of an independent third party nor the price of an independent unrelated transaction for reference, a reasonable constituent price can be used as the basis for pricing, and the constituent price is a reasonable cost plus reasonable profit.
Article 17 when determining the price of related party transactions in accordance with item (III), (IV) or (V) of Article 16, the company may adopt the following pricing methods according to different related party transactions: (I) cost plus method, which is based on the reasonable cost of related party transactions plus the gross profit of comparable non related party transactions. Applicable to related party transactions such as procurement, sales, transfer and use of tangible assets, provision of labor services, financing and so on;
(II) resale price method: the fair transaction price of goods purchased by related parties is the price of goods purchased by related parties for resale to non related parties minus the gross profit of comparable non related transactions. It is applicable to simple processing or simple purchase and sales business in which the reseller does not change the appearance, performance, structure or change the trademark of the goods;
(III) the comparable uncontrolled price method is based on the price charged by non related parties for the same or similar business activities as related party transactions. Applicable to all types of connected transactions;
(IV) transaction net profit method: the net profit of connected transactions is determined by the profit level index of comparable non connected transactions. Applicable to related party transactions such as procurement, sales, transfer and use of tangible assets and provision of labor services;
(V) profit split method: calculate the amount of profits that should be distributed according to the contribution of the company and related parties to the consolidated profits of related party transactions. Applicable to related parties of all participants
