North Industries Group Red Arrow Co.Ltd(000519) related party transaction decision-making system
(reviewed and approved by the third extraordinary general meeting of shareholders in 2021 held on December 31, 2021) Chapter I General Provisions
Article 1 is the specification North Industries Group Red Arrow Co.Ltd(000519) (hereinafter referred to as the public
In accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules) This system is formulated in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations, normative documents and the relevant provisions of the North Industries Group Red Arrow Co.Ltd(000519) articles of Association (hereinafter referred to as the articles of association).
Article 2 the company's connected transactions shall be priced fairly, the decision-making procedures shall comply with the regulations and the information disclosure shall be standardized.
Article 3 when dealing with connected transactions with connected persons, the company shall not damage the legitimate rights and interests of the company and non connected shareholders.
Article 4 the related party transactions of the company's holding subsidiaries shall be deemed as the acts of the company, and the system shall apply.
Chapter II related party transaction decision-making and information disclosure
Article 5 the affiliated persons of the company include affiliated legal persons and affiliated natural persons, and the specific scope shall be subject to the listing rules and other relevant provisions.
Article 6 connected transactions shall be recognized in accordance with the standards specified in the listing rules and the articles of association.
Article 7 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;
（2） The transaction price has not been determined;
（3） The situation of the counterparty is uncertain;
（4） This transaction causes or may cause the company to be occupied by non operating funds of controlling shareholders, actual controllers and their subsidiaries;
（5） This transaction has caused or may cause the company to provide guarantees for related parties in violation of regulations;
（6） Other circumstances that cause or may cause the company to be occupied by related parties due to this transaction.
Article 8 where the company's purchase of assets from related parties needs to be submitted to the general meeting of shareholders for deliberation according to regulations, and there are any of the following circumstances, in principle, the counterparty shall provide the profit guarantee or compensation commitment of the underlying assets or the repurchase commitment of the underlying assets within a certain period of time:
(i) Purchasing assets at a high premium;
（2） The return on assets purchased in the latest period is negative or lower than the return on net assets of the company itself.
Article 9 the company's connected transactions shall perform decision-making procedures in accordance with the articles of association, laws, regulations, departmental rules and normative documents, and major connected transactions shall be expressed by independent directors. The external guarantee constituting connected transactions shall not only comply with this system, but also comply with the provisions of the company's external guarantee management system.
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. The meeting of the board of directors can be held only if more than half of the non affiliated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the non affiliated directors. 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;
（2） 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;
（3） Having direct or indirect control over the counterparty;
（4） Close family members of the counterparty or its direct or indirect controller (including spouse, parents and parents of the spouse, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of the spouse and parents of children's spouses);
（5） Close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (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);
（6） Persons identified by the CSRC, Shenzhen Stock Exchange and the company who may affect their independent business judgment for other reasons.
When the company convenes the board of directors to consider related party transactions, the chairman of the meeting shall remind the related directors to avoid voting before the meeting voting. If a related director fails to take the initiative to declare and withdraw from voting, the director who knows the situation shall require the related director to withdraw. Article 11 when the general meeting of shareholders deliberates on related party transactions, the following shareholders shall withdraw from voting:
(i) Counterparty;
（2） Having direct or indirect control over the counterparty;
（3） Directly or indirectly controlled by the counterparty;
（4） Directly or indirectly controlled by the same legal person or natural person as the counterparty;
（5） Serving 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);
（6） The voting right is restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
（7） Legal person or natural person recognized by CSRC or Shenzhen stock exchange that may cause the company to favor its interests.
When the company's general meeting of shareholders deliberates related party transactions, the meeting host and witness lawyer shall remind the related shareholders to avoid voting before the shareholders vote.
Article 12 Where the company provides guarantee for related parties, regardless of the amount, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Article 13 when the board of Directors considers related party transactions, the directors shall make a clear judgment on the necessity, fairness, true intention and impact on the company of related party transactions, and pay special attention to the pricing policy and basis of transactions, including the fairness of the assessed value, the relationship between the transaction price of the transaction object and the book value or assessed value, etc, Strictly abide by the avoidance system of connected directors, and prevent the use of connected transactions to regulate profits, transfer interests to connected persons and damage the legitimate rights and interests of the company and minority shareholders.
Article 14 the company shall perform the information disclosure obligations of related party transactions in accordance with the listing rules, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 5 - transactions and related party transactions, the articles of association and the company's information disclosure management system.
Chapter III internal management departments and functions of connected transactions
Article 15 the internal responsible department of the company's connected transactions is the finance and finance department, which is responsible for the file management of connected transactions, updating the information of connected parties, and archiving the documents related to connected transactions, including but not limited to the company's internal decision documents, signed relevant agreements, audit reports, asset evaluation reports, etc.
Article 16 the board of supervisors and the internal audit department of the company shall supervise the whole process of related party transactions according to their responsibilities and put forward corrective opinions on violations in time. The board of supervisors may directly report to the general meeting of shareholders when it deems it necessary.
Article 17 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 IV supplementary provisions
Article 18 the system is formulated by the board of directors and takes effect after being deliberated and adopted by the general meeting of shareholders of the company. Amendments to these Rules shall also be formulated by the board of directors and approved by the general meeting of shareholders.
Article 19 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, departmental rules, normative documents and the articles of association. If the provisions of the system are inconsistent with the laws, regulations, departmental rules, normative documents issued or revised by the state in the future or the articles of association modified by legal procedures, the latter shall prevail, and the system shall be modified in time.
Article 20 the system shall be interpreted by the board of directors of the company.
enclosure
Revision comparison table
Before and after revision
Article 1 is to standardize the connected transactions of North Industries Group Red Arrow Co.Ltd(000519) (take Article 1 as the standard of North Industries Group Red Arrow Co.Ltd(000519) (hereinafter referred to as the "company"), ensure the connected transactions between the company and each company (hereinafter referred to as the "company"), ensure the legitimacy and fairness of the connected transactions between the company and each connected person, and ensure the legitimacy, fairness and rationality of the connected transactions between the company and each connected person, Protect the legitimate rights and interests of shareholders and the company, and protect the legitimate rights and interests of shareholders and the company according to rationality, in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law of the people's Republic of China), the company law of the people's Republic of China (hereinafter referred to as the company law) and the stock listing rules of Shenzhen Stock Exchange (by law) The Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the main board of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations, guidelines for the standardized operation of listed companies of Shenzhen Stock exchange and other laws, regulations This system is formulated in accordance with the relevant provisions of normative documents, the North Industries Group Red Arrow Co.Ltd(000519) articles of Association documents and the North Industries Group Red Arrow Co.Ltd(000519) articles of Association (hereinafter referred to as the articles of association), and the relevant provisions of the articles of Association (hereinafter referred to as the articles of association). This system.
Article 13 when the board of Directors considers related party transactions, the directors shall make a clear judgment on the necessity, fairness, true intention and impact on the company of related party transactions, and pay special attention to the pricing policy and basis of transactions, including the fairness of the assessed value, the relationship between the transaction price of the transaction object and the book value or assessed value, etc, Strictly abide by the avoidance system of connected directors, and prevent the use of connected transactions to regulate profits, transfer interests to connected persons and damage the legitimate rights and interests of the company and minority shareholders.
(the serial numbers of subsequent clauses shall be postponed successively)
Article 13 the company shall perform the obligation of information disclosure of related party transactions in accordance with the listing rules and Article 14 of the company. The company shall perform the obligation of information disclosure of related party transactions in accordance with the listing rules, the Shenzhen articles of association and the company's information disclosure management system—— Perform the information disclosure obligations of related party transactions in accordance with the provisions of transactions and related party transactions, the articles of association and the company's information disclosure management system.
