Guangdong Tapai Group Co.Ltd(002233)
Related party transaction decision system
In order to regulate the related party transactions of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”), clarify the decision-making procedures, management responsibilities and division of labor of related party transactions, and safeguard the legitimate rights and interests of the company, its shareholders and creditors, especially the legitimate rights and interests of small and medium-sized investors, This system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the governance standards of listed companies and other laws, regulations and normative documents, as well as the Guangdong Tapai Group Co.Ltd(002233) articles of Association (hereinafter referred to as the articles of association).
Chapter I related parties and related transactions
Article 1 the legal person or the affiliated person (s) of the company and other natural persons. Article 2 a legal person or other organization under any of the following circumstances shall be an affiliated legal person (or other organization) referred to in this system:
(I) legal person (or other organization) that directly or indirectly controls 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 3 of this system, 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 shares of the company and their 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 and having special relationship with the company, which may cause the company to favor its interests.
Article 3 a natural person under any of the following circumstances shall be an affiliated natural person of the company referred to in this system:
(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 legal persons (or other organizations) who directly or indirectly control the company;
(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 cause the company to favor its interests. Article 4 legal persons (or other organizations) and natural persons who have one of the situations mentioned in Article 2 and Article 3 in the past 12 months or in the next 12 months according to relevant agreements shall be affiliated persons of the company. Article 5 related party transactions refer to the transfer of resources or obligations between the company and its holding subsidiaries and its affiliates, including:
(I) trading matters specified in article 6.1.1 of the Listing Rules of Shenzhen Stock Exchange;
(II) purchase of raw materials, fuel and power;
(III) selling products and commodities;
(IV) providing or receiving labor services;
(V) entrusted or entrusted sales;
(VI) deposit and loan business;
(VII) joint investment with related parties;
(VIII) other matters that may cause the transfer of resources or obligations through agreement;
(IX) other transactions recognized by Shenzhen Stock Exchange.
Article 6 the connected transactions of the company shall comply with the principles of openness, fairness, impartiality and good faith.
Chapter II decision making procedures for related party transactions
Article 7 the company shall judge and identify related party transactions in accordance with this system and relevant laws and regulations, and submit them to the general meeting of shareholders or the board of directors for voting or the general manager for approval in accordance with the articles of association, the rules of procedure of the board of directors, the working rules of the general manager and the provisions on the authority of deliberation and approval of related party transactions in this system. Article 8 the general manager shall fully disclose the information and materials of possible related party transactions involved in the deliberation of the board of directors in daily production and operation activities to the board of directors and inform the board of supervisors, which shall be deliberated by the board of directors in accordance with this system. The company’s centralized management functional departments or subordinate units responsible for procurement, sales and other related party transactions that may be involved shall review the trading objects in accordance with this system, and timely and fully disclose the information and materials of possible related party transactions to the general manager and the deputy general manager in charge; The deputy general manager in charge shall make joint efforts with the Department in charge or subordinate units to strengthen the identification of potential connected transactions and control them from the source. Article 9 the board of directors shall fully disclose the information and materials of possible related party transactions involved in the deliberation of the general meeting of shareholders in daily production and operation activities to the general meeting of shareholders and inform the board of supervisors, which shall be deliberated by the general meeting of shareholders in accordance with this system. Article 10 decision making authority of related party transactions:
(I) unless otherwise specified by laws and regulations or the exchange, the related party transactions with the company’s affiliated natural persons with a transaction amount of less than 300000 yuan or with affiliated legal persons (or other organizations) with a transaction amount of less than 3 million yuan, or accounting for less than 0.5% of the absolute value of the company’s latest audited net assets shall be approved by the general manager.
(II) in addition to the above (I) authorizing the general manager to examine and approve transactions and other provisions of laws and regulations or the exchange, the related party transactions between the company and related parties with a transaction amount of less than 30 million yuan or less than 5% of the absolute value of the company’s latest audited net assets shall be submitted to the board of directors for deliberation.
(III) unless otherwise stipulated by laws and regulations or the exchange, the related party transactions between the company and related parties with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets shall be submitted to the general meeting of shareholders for deliberation.
(IV) any guarantee provided by the company for 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. Article 11 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 two-thirds of the non affiliated directors attending the board meeting and submitted to the general meeting of shareholders for deliberation.
The term “affiliated joint stock company” as mentioned in this article refers to the affiliated legal person (or other organization) of a listed company that is a listed company with shares held by a listed company and belongs to the listed company specified in this system. Article 12 the following related party transactions of the company within 12 consecutive months shall be subject to the provisions of Article 10 according to the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions with different related parties and the same transaction object.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person.
For entrusted financial management between the company and related parties, if it is difficult to perform the review procedures and disclosure obligations 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 10 shall apply.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount (including the relevant amount of reinvestment of the income of the above investment) at any point in the period shall not exceed the investment limit.
Chapter III avoidance measures of related parties
Article 13 when signing an agreement involving related party transactions with the company, the company’s related parties shall take necessary avoidance measures. Article 14 when the board of directors of the company deliberates on 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:
(I) is the counterparty;
(II) 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;
(III) having direct or indirect control over the counterparty;
(refer to Article 4 for the scope of direct or indirect relationship between the controlling party and its family members);
(V) close family members of the directors, supervisors or senior managers of the counterparty or its direct or indirect controllers (see item (4) of Article 3 for the specific scope);
(VI) directors whose independent business judgment may be affected as determined by relevant regulatory authorities or the company for other reasons. Article 15 when the company’s general meeting of shareholders deliberates on related party transactions, the following shareholders shall withdraw from voting and shall not exercise their voting rights on behalf of other shareholders:
(I) counterparty;
(II) having direct or indirect control over the counterparty;
(III) directly or indirectly controlled by the counterparty;
(IV) directly or indirectly controlled by the same legal person (or other organization) or natural person as the counterparty; (V) 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) that is directly or indirectly controlled by the counterparty;
(VI) close family members of the counterparty and its direct and indirect controllers (see item (4) of Article 3 for the specific scope);
(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) shareholders identified by China Securities Regulatory Commission or Shenzhen stock exchange that may cause the company to tilt its interests. The deliberation of related party transactions at the general meeting of shareholders must be approved by more than half of the voting rights held by the non related shareholders attending the general meeting of shareholders. However, if the related party transactions involve matters specified in Article 78 of the articles of association, the resolution of the general meeting of shareholders must be approved by more than 2 / 3 of the voting rights held by the non related shareholders attending the general meeting of shareholders. Article 16 the company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries. Article 17 the company shall not directly or indirectly provide funds to the controlling shareholders, actual controllers and other related persons in the following ways:
(I) advance salary, welfare, insurance, advertising and other expenses, bear costs and other expenses for the controlling shareholder, actual controller and other related persons;
(II) lending the company’s funds (including entrusted loans) to the controlling shareholders, actual controllers and other related persons with compensation or free of charge, except for the funds provided by other shareholders of the company in the same proportion. The aforementioned “joint stock company” does not include companies controlled by controlling shareholders and actual controllers;
(III) entrust controlling shareholders, actual controllers and other related persons to carry out investment activities;
(IV) issuing commercial acceptance bills without real transaction background for controlling shareholders, actual controllers and other related persons, and providing funds in the form of purchase payment, asset transfer payment, advance payment, etc. in the absence of commodity and labor consideration or obviously contrary to business logic;
(V) repay debts on behalf of controlling shareholders, actual controllers and other related parties;
(VI) other methods recognized by the CSRC.
Chapter IV disclosure of connected transactions
Article 18 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be disclosed in time. If the transaction amount between the company and the affiliated legal person (or other organization) exceeds 3 million yuan and accounts for more than 0.5% of the absolute value of the company’s latest audited net assets, it shall be disclosed in time. Article 19 when disclosing related party transactions, the company shall submit documents to the Shenzhen Stock Exchange and make an announcement in accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant provisions. Article 20 the related party transactions related to daily operation listed in items (II) to (VI) of Article 5 of the system between the company and related parties shall be disclosed in time and perform corresponding deliberation procedures in accordance with the provisions of Article 10 of the system in accordance with the following standards:
(I) for the first day-to-day connected transactions, the company shall perform the review procedures and disclose them in time according to the transaction amount involved in the agreement; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation;
(II) in case of major changes in the main terms of the agreement during actual implementation or renewal of the agreement upon expiration, the review procedures shall be performed and disclosed in a timely manner in accordance with the transaction amount involved in the newly revised or renewed agreement;
(III) for a large number of daily connected transactions that occur every year, if it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation in accordance with item (I) of this article due to the need to frequently enter into new daily connected transaction agreements, the company can reasonably estimate the annual amount of daily connected transactions by category, perform the deliberation procedures and disclose them in time; If the actual implementation exceeds the expected amount, the excess amount shall prevail, and the review procedures shall be performed and disclosed in time;
(IV) if the term of the daily connected transaction agreement signed between the company and the connected person exceeds three years, the relevant review procedures shall be re performed and disclosed every three years.
The company shall disclose the actual performance of daily connected transactions in the annual report and semi annual report. Article 21 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, 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 when performing the disclosure obligation in accordance with Article 20 of this system. Article 22 the following transactions between the company and related parties may be exempted from consideration and disclosure in the form of related party transactions, but the relevant obligations shall still be performed under the circumstances where the disclosure obligations and review procedures should be performed:
(I) one party subscribes for shares and their derivatives, corporate bonds or corporate bonds publicly issued by the other party in cash, except that the issuing object determined in advance includes affiliates;
(II) one party acts as a member of the underwriting syndicate to underwrite the shares and their derivatives, corporate bonds or corporate bonds publicly issued by the other party;
(III) one party receives dividends, bonuses or remuneration in accordance with the resolutions of the general meeting of shareholders of the other party;
(IV) the company provides products and services to the related natural persons specified in items (II) to (IV) of Article 3 of the system on the same trading conditions as non related persons;
(V) recognized by Shenzhen Stock Exchange
