Innuovo Technology Co.Ltd(000795)
Related party transaction decision system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to ensure the fairness, rationality and effectiveness of the related party transactions between Innuovo Technology Co.Ltd(000795) (hereinafter referred to as “the company”) and the related parties, this system is formulated in accordance with the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as “the Listing Rules”), the articles of association and other relevant laws and regulations.
The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company shall not use their affiliated relations to damage the interests of the company.
Those who violate the regulations and cause losses to the company shall be liable for compensation.
Chapter II related parties, related relationships and related transactions
Article 2 affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 3 a legal person under any of the following circumstances shall be an affiliated legal person of the company:
(I) legal persons or other organizations that directly or indirectly control the company;
(II) 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;
(III) legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the affiliated natural persons of the company listed in Article 4, or serve as directors (excluding independent directors of both parties) and senior managers;
(IV) legal persons or other organizations holding more than 5% of the company’s shares and persons acting in concert;
(V) other legal persons or other organizations identified by the CSRC, Shenzhen Stock Exchange or the company according to the principle of substance over form that have special relations with the company and may cause the company to favor its interests.
Article 4 a natural person under any of the following circumstances shall be an affiliated natural person of the company:
(I) natural persons who directly or indirectly hold more than 5% of the shares of the company;
(II) directors, supervisors and senior managers of the company;
(III) directors, supervisors and senior managers of the legal person listed in Item (I) of Article 3;
(IV) close family members of the persons mentioned in items (I) and (II) 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;
(V) other natural persons identified by China Securities Regulatory Commission, Shenzhen Stock Exchange or the company as having special relationship with the company according to the principle of substance over form, which may or has caused the company to favor its interests.
Article 5 a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) according to the relevant agreement, within the next 12 months, it has one of the circumstances specified in Article 3 or Article 4;
(II) one of the circumstances specified in Article 3 or Article 4 has occurred in the past 12 months.
Article 6 affiliated relationship refers to the relationship between the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the interests of the company.
Article 7 the affiliated relationship shall be substantially judged from the specific ways, ways and extent of the affiliated person’s control or influence on the company.
Article 8 related party transactions refer to the transfer of resources or obligations between the company or its holding subsidiary and its related parties, including:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including entrusted loans);
(IV) provide guarantee (including guarantee for holding subsidiaries);
(V) leased in or leased out assets;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer or transfer of R & D projects;
(x) sign the license agreement;
(11) Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.)
(12) Purchase raw materials, fuel and power;
(13) Selling products and commodities;
(14) Providing or receiving labor services;
(15) Entrusted or entrusted sales;
(16) Deposit and loan business
(17) Joint investment by related parties;
(18) Other matters that may cause the transfer of resources or obligations through agreement;
(19) Other matters deemed by the CSRC or Shenzhen Stock Exchange to be related party transactions. Chapter III decision making procedures for connected transactions
Article 9 when signing an agreement involving connected transactions with the company, the company’s connected persons shall take necessary avoidance measures:
(I) any entity can only sign the agreement on behalf of one party;
(II) affiliated persons shall not interfere with the company’s decision in any way;
(III) 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 when 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:
(1) Counterparty;
(2) 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;
(3) Having direct or indirect control over the counterparty;
(4) Close family members of the counterparty or its direct or indirect controller (see article 4 (IV) for the specific scope);
(5) Close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (see article 4 (IV) for the specific scope);
(6) Persons identified by the CSRC, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
(IV) when the general meeting of shareholders deliberates on related party transactions, the following shareholders shall withdraw from voting:
(1) 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) 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);
(6) Close family members of the counterparty and its direct and indirect controllers;
(7) The voting right is restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
(8) Legal person or natural person identified by China Securities Regulatory Commission or Shenzhen stock exchange that may cause the company to favor its interests.
Article 10 related party transactions of the company shall follow the following basic principles:
(I) the related party transactions between the company and its related parties shall be signed in writing. The signing of the agreement shall follow the principles of equality, voluntariness, equivalence and compensation, and the content of the agreement shall be clear, specific and enforceable;
(II) related parties shall avoid voting at the board of directors and general meeting of shareholders when considering related related transactions;
(III) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective criteria. Professional appraisers or independent financial advisers shall be employed when necessary.
Article 11 decision making authority of related party transactions:
(I) related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be approved by the board of directors and shall be disclosed in a timely manner. Related party transactions with a transaction amount of more than 3 million yuan between the company and related natural persons shall be approved by the general meeting of shareholders.
The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
(II) related party transactions between the company and related 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 shall be approved by the board of directors and shall be disclosed in a timely manner.
(III) if the amount of transactions between the company and related parties (except cash assets and guarantees provided by the company) is more than 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, in addition to timely disclosure, a qualified intermediary shall also be employed, Evaluate or audit the subject matter of the transaction (if the subject matter of the transaction is the equity of the company, the company shall employ a qualified accounting firm to audit the financial and accounting report of the subject matter of the transaction in the latest year. The audit base date shall not exceed 6 months from the date of the general meeting of shareholders to consider relevant transaction matters; if the subject matter of the transaction is other assets other than equity, the company shall employ a qualified asset evaluation firm to evaluate , the benchmark date of the appraisal shall not exceed one year from the date of the general meeting of shareholders to consider the relevant transaction matters), and the transaction shall be submitted to the general meeting of shareholders for deliberation.
Transactions between the company and related parties under any of the following circumstances may be exempted from audit or evaluation:
1. The transaction targets involved in the affiliated transactions related to daily operation mentioned in Article 20 of the system may not be audited or evaluated;
2. All parties such as related parties make capital contributions in cash, and the equity proportion of each party in the invested subject shall be determined according to the proportion of capital contribution;
3. Other circumstances stipulated by Shenzhen Stock Exchange.
(IV) the guarantee provided by the company to related parties shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. Article 12 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. Related party transactions shall follow the commercial principles of fairness and impartiality, and the price or charging principle of related party transactions shall not deviate from the price or charging standard of independent third parties in the market. The company shall fully disclose the pricing basis of related party transactions.
Article 13 the company shall take effective measures to prevent shareholders and their related parties from occupying or transferring the company’s funds, assets and other resources in various forms.
Article 14 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.
Where the company provides guarantee for related parties, it shall be deliberated and approved by more than half of all non related directors, and shall also be deliberated and approved by more than 2 / 3 of the non related directors attending the board meeting and make a resolution.
Where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, the controlling shareholder, actual controller and their affiliates shall provide counter guarantee.
If the guaranteed party becomes an affiliate of the company due to a transaction, the company shall perform corresponding review procedures and information disclosure procedures for the existing affiliated guarantee while implementing the transaction or affiliated transaction.
If the board of directors or the general meeting of shareholders fails to consider and approve the related guarantee matters specified in the preceding paragraph, all parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 15 the company shall not provide financial assistance to the related persons specified in this system, except to the related joint-stock company (excluding the subject controlled by the controlling shareholder and actual controller of the company), and other shareholders of the joint-stock company shall provide financial assistance with the same conditions according to the proportion of capital contribution.
If the company provides financial assistance to the affiliated joint-stock company specified in the preceding paragraph, in addition to being deliberated and approved by more than half of all non affiliated directors, it shall also be deliberated and approved by more than 2 / 3 of the non affiliated directors attending the board meeting and submitted to the general meeting of shareholders for deliberation.
Article 16 for entrusted financial management between the company and related parties, if it is difficult to perform the review procedures and disclosure procedures for each investment transaction due to transaction frequency and timeliness requirements, the investment scope, investment amount and period can be reasonably predicted, and the amount can be used as the calculation standard, and the provisions of Article 11 shall apply.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment limit.
Article 17 Where the company and its related parties have deposits, loans and other businesses involving financial institutions, the interest on deposits or loans shall prevail, and the provisions of Article 11 shall apply.
Except for the related deposit, loan and other businesses between the company and the finance company, other provisions of Shenzhen Stock Exchange shall apply.
Article 18 where the company has related party transactions with its related parties due to the waiver of rights, the provisions of Article 11 shall apply in accordance with the standard of article 6.1.14 of the listing rules.
Article 19 Where a company invests jointly with its related parties, the amount invested by the company shall be taken as the transaction amount, and the provisions of Article 11 shall apply.
Article 20 Where the company’s affiliated person unilaterally transfers the equity or investment shares of other shareholders of the company’s equity subject, which involves the waiver of rights, the provisions of Article 11 shall apply in accordance with the standard of article 6.1.14 of the listing rules; If the waiver of rights is not involved, but may have a significant impact on the company’s financial status and operating results or lead to changes between the company and the subject, it shall be disclosed in time.
Chapter IV information disclosure of related party transactions
Article 21 the company shall disclose the conclusion, change, termination and performance of related party transaction related agreements in accordance with relevant regulations.
Article 22 when disclosing related party transactions, the company shall submit the following documents to Shenzhen Stock Exchange: (I) draft of announcement;
(II) agreement or letter of intent related to the transaction;
(III) resolutions of the board of directors, opinions of independent directors and announcement of resolutions of the board of directors (if applicable);
(IV) government approvals involved in the transaction (if applicable);
(V) professional reports issued by intermediaries (if applicable);
(VI) independence