Ningbo Jialian Technology Co., Ltd
Related party transaction management system
Chapter I General Provisions
Article 1 in order to ensure that the related party transactions between Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “the company”) and related parties comply with the principles of fairness, impartiality and openness. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) This system is formulated in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the articles of association of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 related party transactions shall follow the following basic principles:
(i) The principle of good faith;
（2） The principles of equality, voluntariness, equivalence and compensation;
（3） The principles of justice, fairness and openness;
（4） In principle, the price of related party transactions shall not deviate from the standards of independent third parties in the market. For related party transactions that are difficult to compare market prices or whose pricing is limited, the standards related to costs and profits shall be specified through the contract; The company shall fully disclose the pricing basis of related party transactions;
（5） Directors, shareholders and parties who have any interest with related parties shall adopt the avoidance principle when voting on the matter.
Chapter II related relationships and related persons
Article 3 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 4 a legal person or other organization 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;
（2） Legal persons or other organizations other than the company and its holding subsidiaries directly or indirectly controlled by the legal persons mentioned in the preceding paragraph;
Legal persons or other organizations other than the company and its holding subsidiaries who serve as directors (except independent directors) and senior managers;
（4） Legal persons or other organizations holding more than 5% of the shares of the company and their persons acting in concert;
（5） China Securities Regulatory Commission, Shenzhen Stock Exchange or other legal persons or other organizations identified by the company according to the principle of substance over form that have a special relationship with the company and may cause the company to favor its interests. Article 5 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;
（2） Directors, supervisors and senior managers of the company;
（3） Directors, supervisors and senior managers of legal persons or other organizations that directly or indirectly control the company;
（4） Close family members of the persons mentioned in items (I) to (III) of this article, including spouses, parents, 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;
（5） China Securities Regulatory Commission, Shenzhen Stock Exchange or other natural persons identified by the company according to the principle of substance over form that have a special relationship with the company and may cause the company to favor its interests.
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) Due to signing an agreement or making an arrangement with the company or its affiliates, after the agreement or arrangement takes effect, or within the next 12 months, it has one of the circumstances specified in Article 4 or Article 5 of the system; （2） In the past 12 months, it has been under one of the circumstances specified in Article 4 or Article 5 of this system. Article 7 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 persons with whom they are related.
Chapter III related party transactions
Article 8 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;
（2） Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
（3） Provide financial assistance (including entrusted loans);
（4） Providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries); （5） Leased in or leased out assets;
（6） Sign management contracts (including entrusted operation, entrusted operation, etc.);
（7） Donated or donated assets;
（8） Reorganization of creditor’s rights or debts;
（9） Transfer of research and development projects;
（10） Sign the license agreement;
（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） Joint investment by related parties;
（17） Other matters that may cause the transfer of resources or obligations through agreement;
（18） Other transactions recognized by Shenzhen Stock Exchange.
The following activities of the company do not belong to the matters specified in the preceding paragraph:
(i) Purchase of raw materials, fuel and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
（2） Sell products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
（3） Although the transactions specified in the preceding paragraph are carried out, they belong to the main business activities of the company.
Chapter IV decision making procedures for connected transactions
Article 9 the related party transactions to be carried out by the company shall be proposed by the functional department of the company. The proposal shall specify the specific matters, pricing basis and impact on the interests of the company and shareholders.
Article 10 decision making authority of connected transactions
(i) General meeting of shareholders
1. If the amount of related party transactions (except providing guarantees) that the company intends to have with related parties exceeds 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, it shall be submitted to the general meeting of shareholders for deliberation.
2. Where the company provides guarantee for related parties, it shall disclose it in time after the deliberation and approval of the board of directors and submit it to the general meeting of shareholders for deliberation. Where the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
For related party transactions that meet the criteria in case 1 above, if the subject matter of the transaction is the company’s equity, the company shall disclose the audit report of the subject matter of the transaction in the latest year and another period, and the audit deadline shall not exceed six months from the date of the shareholders’ meeting to consider the transaction; If the subject matter of the transaction is non cash assets other than equity, the company shall provide an evaluation report, and the benchmark date shall not exceed one year from the date of the shareholders’ meeting to consider the transaction.
The audit report and evaluation report specified in the preceding paragraph shall be issued by a securities service institution that complies with the provisions of the securities law.
The related party transactions related to daily operation mentioned in Article 19 of the system can be exempted from audit or evaluation.
（2） Board of directors
The company intends to have a connected transaction with an affiliated legal person 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 (except for providing guarantee and financial assistance), or a connected transaction with an affiliated natural person with a transaction amount of more than 300000 yuan (except providing guarantee and financial assistance), It shall be examined and approved by the board of directors of the company.
（3） General manager
If the connected transaction to be concluded between the company and the connected person fails to meet the above standards or conditions, it shall be approved by the general manager of the company.
Article 11 the company shall not provide funds and other financial assistance to directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries. The company shall prudently provide financial assistance or entrusted financial management to related parties. Where the company entrusts financial management to related parties, it shall take the amount incurred as the calculation standard of disclosure and calculate it cumulatively within 12 consecutive months according to the transaction type. Those who have fulfilled relevant obligations in accordance with the provisions of this system will not be included in the cumulative calculation scope.
The relevant provisions of this system shall apply to the following connected transactions of the company within 12 consecutive months in accordance with the principle of cumulative calculation:
(i) Transactions with the same related party;
（2） Transactions with different connected persons related to the same transaction object.
The above-mentioned same related persons include other related persons who are controlled by the same subject or have equity control relationship with the related person. Those who have fulfilled relevant obligations in accordance with the provisions of this system will not be included in the cumulative calculation scope. Article 12 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. If this transaction may cause the company’s controlling shareholders, actual controllers and their subsidiaries to occupy funds or provide guarantees, the company shall disclose relevant information and solutions.
Article 13 Where the company intends to partially or completely waive the right of capital increase or priority assignment in the same proportion to the company’s joint investment with related parties, the sum of the actual capital increase or assignment of the company and the amount involved in abandoning the right of capital increase or priority assignment in the same proportion shall be the transaction amount of related party transactions, and the corresponding deliberation procedures and information disclosure obligations shall be performed.
Article 14 If the company’s connected transactions need to be submitted to the general meeting of shareholders for deliberation due to the principle of cumulative calculation for 12 consecutive months, it is only necessary to submit the connected transactions to the general meeting of shareholders for deliberation, and disclose the connected transactions that have occurred in the previous period in the announcement of connected transactions.
Article 15 a written agreement shall be signed for the transactions between the company and its affiliates, and the contents of the agreement shall be clear and specific. The company shall disclose the conclusion, modification, termination and performance of the agreement in accordance with relevant regulations.
Article 16 when the board of directors of the company deliberates related party transactions, related directors may participate in the deliberation and discussion of related party matters and put forward their own opinions, but shall avoid voting or exercise voting rights on behalf of other directors. The chairman of the meeting shall remind the related directors to avoid voting before voting at the meeting. If a related director fails to take the initiative to declare and withdraw, the director who knows the situation shall require the related director to withdraw. 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. Non affiliated directors shall not entrust affiliated directors to attend the meeting on their behalf. 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.
Affiliated directors include 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 (the specific scope shall be subject to the provisions of item (4) of Article 5 of the system);
（5） Close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (the specific scope shall be subject to the provisions of item (4) of Article 5 of the system);
（6） Persons identified by the CSRC, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
Article 17 when the company’s general meeting of shareholders deliberates related party transactions, the host and witness lawyers shall remind the related shareholders to avoid voting before the shareholders’ voting, and the related shareholders shall not exercise the voting rights on behalf of other shareholders. Affiliated shareholders include shareholders under any of the following circumstances:
(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） Close family members of the counterparty or its direct or indirect controller (the specific scope shall be subject to the provisions of item (4) of Article 5 of the system);
（6） Serving in the counterparty, or in the legal entity that can directly or indirectly control the counterparty or the legal entity directly or indirectly controlled by the counterparty (applicable to the case where the shareholder is a natural person);
（7） The voting rights are restricted or affected due to the existence of outstanding equity transfer agreements or other agreements with the counterparty or its affiliates;
（8） Legal person or natural person recognized by CSRC or Shenzhen stock exchange that may cause the company to favor its interests.
The number of voting shares represented by affiliated shareholders is not included in the total number of effective votes; The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders.
Chapter V Information Disclosure of connected transactions
Article 18 when the company conducts daily connected transactions with connected persons, it shall disclose and perform the deliberation procedures in accordance with the following provisions:
(i) The company can reasonably estimate the annual amount of daily connected transactions by category, perform the review procedures and disclose; If the actual implementation exceeds the expected amount, relevant review procedures and disclosure obligations shall be performed again according to the excess amount.
（2） The company’s annual report and semi annual report shall disclose daily connected transactions by classification, summary and disclosure.
（3） If the term of the daily connected transaction agreement signed between the company and its connected persons exceeds three years, it shall re perform the relevant review procedures and disclosure obligations every three years.
Article 19 a daily related party transaction agreement shall at least include the transaction price and fixed price
