Securities code: Changchun High And New Technology Industries (Group) Inc(000661) securities abbreviation: Changchun High And New Technology Industries (Group) Inc(000661) Announcement No.: 2022016 Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
Related party transaction management system
(reviewed and approved by the 10th meeting of the 10th board of directors of the company)
Chapter I General Provisions
Article 1 in order to fully protect the legitimate rights and interests of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. (hereinafter referred to as “the company”) and all shareholders, ensure the fairness of the company’s related party transactions, ensure that the company’s related party transactions do not harm the interests of the company and all shareholders, control the risks of related party transactions, and make the company’s related party transactions comply with the principles of fairness, impartiality and openness, This system is formulated in accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws, administrative regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
Chapter II related party transactions and related parties
Article 2 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiaries 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) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) sign a license agreement;
(x) transfer or transfer of research and development projects;
（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） Deposit and loan business;
（17） Joint investment with related parties;
（18） Other matters that may lead to the transfer of resources or obligations through agreement.
Article 3 the affiliated persons referred to in this system include affiliated legal persons (or other organizations) and affiliated natural persons.
Article 4 a legal person under any of the following circumstances shall be an affiliated legal person (or other organization) of the company:
(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 5 of this system, or where the affiliated natural persons act 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 who have a special relationship with the company and may cause the interests of the company to favor them.
Article 5 a natural person under any of the following circumstances shall be an affiliated natural person of the company: (I) a natural person who directly or indirectly holds 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) listed in Item (I) of Article 4 of the system;
(IV) close family members of the persons mentioned in items (I) and (II) of this article, including spouses, children over the age of 18 and their spouses, parents and parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children’s spouses;
(V) other natural persons who have special relationship with the company and may cause the interests of the company to favor them.
Article 6 a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) in the past 12 months or in the next 12 months according to relevant agreements, there is one of the circumstances specified in Article 4 or Article 5;
(II) the CSRC, Shenzhen Stock Exchange or the company shall, in accordance with the principle of substance over form, identify other natural persons, legal persons (or other organizations) that have a special relationship with the listed company and may or have caused the listed company to favor its interests.
Chapter III price determination and management of related party transactions
Article 7 pricing principles and methods of connected transactions:
(I) the pricing of related party transactions mainly follows the principle of market price. If there is no market price, it shall be priced at cost plus; If there is neither market price nor cost plus pricing, it shall be priced according to the agreed price;
(II) the related parties shall determine the pricing method according to the specific conditions of the related party transaction and specify it in the relevant related party transaction agreement.
Article 8 price management of related party transactions
(I) the related parties shall calculate the transaction price according to the price and actual transaction quantity agreed in the related party transaction agreement, and pay according to the payment method and time agreed in the agreement; (II) the Finance Department of the company shall track the changes in the market price and cost of the products of the company’s connected transactions, do a good job in preventive monitoring, and report the changes to the general manager of the company and the board of directors for the record;
(III) if independent directors have doubts about the price changes of related party transactions, they can hire an intermediary to give opinions on the fairness of the price changes of related party transactions.
Chapter IV deliberation procedures and disclosure of connected transactions
Section 1 affiliated directors and affiliated shareholders who abstain from voting
Article 9 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 board of directors is less than a quorum after the withdrawal of related directors, all directors (including related directors) shall make resolutions on procedural issues such as submitting the transaction to the general meeting of shareholders for deliberation, and the general meeting of shareholders shall make relevant resolutions on the transaction.
The affiliated directors mentioned in the preceding paragraph include the following directors or directors under one of the following circumstances: (I) the counterparty;
(II) having direct or indirect control over the counterparty;
(III) 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;
(IV) close family members of the counterparty or its direct or indirect controller (refer to item (IV) of Article 5 for the specific scope);
(V) close family members of the directors, supervisors or senior managers of the counterparty or its direct or indirect controllers (see article 5 (IV) for the specific scope);
(VI) directors whose independent business judgment may be affected for other reasons identified by the CSRC, Shenzhen Stock Exchange and the company.
Article 10 when the general meeting of shareholders of the company deliberates related party transactions, related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders.
The affiliated shareholders mentioned in the preceding paragraph include the following shareholders or shareholders under any of the following circumstances: (I) the 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; (VII) shareholders whose voting rights are restricted and affected due to unfulfilled equity transfer agreements or other agreements with the counterparty or its affiliates;
(VIII) other shareholders who may cause the interests of the company to favor them.
Section II approval authority of connected transactions
Article 11 related party transactions that the general manager has the right to approve and implement refer to:
The amount of a single related party transaction of less than 300000 yuan or a related party transaction of the same kind that is expected to occur within 12 consecutive months. The company plans to have a single or similar related party transaction with the same subject matter of the transaction with the related legal person within 12 consecutive months, with an amount of less than 3 million yuan and accounting for less than 0.5% of the absolute value of the company’s latest audited net assets.
Article 12 related party transactions that the board of directors has the right to approve and implement refer to:
(I) related party transactions of the same kind with the same subject matter of single transaction or expected to occur within 12 consecutive months between the company and related natural persons, with an amount of more than 300000 yuan; Related party transactions of the same kind with the same transaction subject matter that the company intends to have with related legal persons or is expected to occur within 12 consecutive months, with an 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;
(II) although it is a connected transaction that the general manager has the right to decide, but the board of directors, independent directors or the board of supervisors think it should be submitted to the board of directors for review;
(III) related party transactions specially authorized by the general meeting of shareholders to be approved by the board of directors may be approved and implemented by the board of directors in case of abnormal operation due to special matters at the general meeting of shareholders and based on the overall interests of the company;
(IV) non consideration related party transactions that have a significant impact on the company.
Article 13 related party transactions to be considered and implemented by the general meeting of shareholders:
(I) related party transactions with related parties with an amount of more than 30 million yuan (including 30 million yuan) and accounting for more than 5% (including 5%) of the company’s latest audited net assets (except for the company’s guarantee and cash assets);
(II) although it is a connected transaction that the general manager and the board of directors have the right to approve, but the independent directors or the board of supervisors think it should be submitted to the general meeting of shareholders for voting;
(III) related party transactions approved and implemented by the board of directors, but the board of Directors believes that they should be submitted to the general meeting of shareholders for voting, or the board of directors cannot operate normally due to special matters, the related party transactions shall be considered and voted by the general meeting of shareholders;
(IV) connected transactions that may have a significant impact on the company.
In addition to the provisions of Article 17 of this system, the related party transactions submitted to the general meeting of shareholders for deliberation shall also disclose the audit report or evaluation report that meets the requirements of the stock listing rules of Shenzhen Stock Exchange, unless otherwise stipulated by the exchange.
Section III approval procedures for connected transactions
Article 14 the approval of connected transactions that the general manager has the power to approve and implement shall be carried out in accordance with the articles of association and other provisions.
Article 15 the board of directors shall make reasonable judgments and resolutions on whether it is a connected transaction in accordance with the convening and convening procedures of the board of directors; If the provisions of Article 12 of this system are met, a resolution submitted to the general meeting of shareholders for deliberation shall be made, and the notice of the general meeting of shareholders shall be determined in the resolution. The notice shall clearly state the content, nature and connection of related transactions.
Article 16 when voting on related party transactions, the board of directors shall ensure the participation of independent directors and the board of supervisors and give fair opinions. When the board of directors, independent directors or supervisors think it appropriate, they can hire lawyers and certified public accountants to provide professional opinions, and the hiring expenses shall be borne by the company.
Article 17 a guarantee provided by the company to a related person shall be deliberated and approved by more than half of all non related directors, and shall also be deliberated and approved by more than two-thirds of the non related directors attending the meeting of the board of directors, and a resolution shall be made and submitted to the general meeting of shareholders for deliberation.
Where the company provides guarantee for shareholders holding less than 5% of the shares, the provisions of the preceding paragraph shall apply, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders.
Article 18 major connected transactions (referring to connected transactions with connected persons with an amount of more than 3 million yuan and accounting for more than 5% of the company’s latest audited net assets) shall be approved by independent directors and submitted to the board of directors for discussion after expressing independent opinions.
Article 19 a director who should be withdrawn shall indicate his withdrawal after the meeting of the board of directors and before the discussion on related party transactions; If the director fails to take the initiative to make a withdrawal explanation, the board of directors shall clearly inform the director in case of withdrawal in the review of related party transactions, and record the cause in the minutes of the meeting and the resolution of the board of directors. The director shall not participate in the voting of related party transactions. Article 20 the independent directors present at the board of directors and the members of the board of supervisors present as nonvoting delegates shall pay special attention to the withdrawal of related directors and the voting of related transactions, and express independent and fair opinions. If they believe that the directors or the board of directors violate the provisions of the articles of association and the system, they shall immediately suggest the board of directors to correct them.
Article 21 the general meeting of shareholders may employ lawyers or certified public accountants to provide professional opinions on the deliberation of related party transactions.
Article 22 shareholders who meet the conditions for avoidance of related party transactions shall clearly indicate their avoidance before the general meeting votes on the matter; If the withdrawal is not indicated, the board of directors may require it to withdraw, or shareholders holding more than 5% of the voting rights alone or jointly may propose a proposal to the general meeting for its withdrawal, and the voting of the proposal shall be made before the voting on the related party transaction; If the shareholders who are required to withdraw by the board of directors or the resolution consider that the board of directors’ request or the resolution violates the articles of association and the system, they can raise objections to the general meeting of shareholders and obtain reasonable explanations after the voting of related party transactions, but it will not affect the effectiveness of the resolution of related party transactions.
Article 23 the provisions of the preceding Article shall apply to shareholders who authorize others to attend the general meeting of shareholders.
Article 24 If the relevant directors and shareholders fail to withdraw in violation of the relevant provisions of this system, the related party transaction resolution is invalid. If the related party transaction has actually been implemented and confirmed to be performed by judicial judgment and arbitration, the relevant directors and shareholders shall be responsible for the losses of the company.
Section IV related matters
Article 25 the board of directors shall exercise the aforesaid functions and powers with diligence
