Guanglian Aviation Industry Co.Ltd(300900)
Administrative measures for related party transactions
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), ensure the fairness and rationality of related party transactions and safeguard the interests of the company, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the accounting standards for Business Enterprises No. 36 – disclosure of related parties, the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020) (SZS [2020] No. 1292, hereinafter referred to as the Listing Rules of the GEM) These measures are formulated in accordance with the guidelines for self-discipline supervision of Listed Companies in Shenzhen Stock Exchange – standardized operation of companies listed on GEM (SZS [2022] No. 14) and other relevant laws, regulations, normative documents and the provisions of Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of Association). Article 2 related party transactions between the company and related parties shall comply with the relevant provisions of these measures in addition to the provisions of relevant laws, regulations, normative documents and the articles of association.
Chapter II related parties and related relationships
Article 3 affiliated parties 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;
(II) 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;
(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 these measures, or serve as directors (except independent directors) and senior managers;
(IV) legal persons or persons acting in concert holding more than 5% of the shares of the company;
(V) the China Securities Regulatory Commission (hereinafter referred to as the CSRC), Shenzhen Stock Exchange (hereinafter referred to as the 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.
If the company and the legal person listed in Item (II) of this article are controlled by the same state-owned assets management institution and form the situation listed in Item (II) of this article, it does not form an affiliated relationship, except that the chairman, manager or more than half of the directors of the legal person belong to the situation listed in Item (II) of Article 5 of these measures.
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;
(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 these measures;
(IV) close family members of the persons mentioned in items (I) to (III) 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 tilt the company and 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, one of the circumstances specified in Article 4 or 5 of these measures occurs after the agreement or arrangement takes effect or within the next 12 months;
(II) one of the circumstances specified in Article 4 or Article 5 of these measures has occurred in the past 12 months. Article 7 the directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert and actual controllers of the company shall timely inform the company of the contacts with whom they have an associated relationship.
Article 8 related relationships mainly refer to the ways or means that have the ability to directly or indirectly control or exert significant influence on the company in financial and business decisions, including but not limited to the equity relationship, personnel relationship, management relationship and commercial interest relationship between related parties and the company.
Article 9 the company shall make substantive judgments on the way, way, degree and possible results of the control and influence of the affiliated relationship on the company, and make choices that do not harm the interests of the company. The company shall timely fill in or update the list of the company’s related persons and the information of related relationships through the business management system of the website of Shenzhen Stock Exchange. Chapter III related party transactions
Article 10 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 but not limited to the following:
(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 subsidiaries);
(V) assets leased in or leased out;
(VI) sign management contracts (including entrusted operation, entrusted operation, etc.);
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer of research and development projects;
(x) 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 with related parties;
（17） Other matters that may lead to the transfer of resources or obligations through agreement;
（18） Other transactions recognized by the regulatory authorities.
Article 11 the related party transactions of the company shall follow the following basic principles:
(I) a written agreement shall be signed between the company and related parties for related party transactions. 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) the company shall disclose the conclusion, modification, termination and performance of the agreement in accordance with relevant regulations;
(III) related party transactions shall follow commercial principles. In principle, the price of related party transactions shall not deviate from the price or charging standard of an independent third party in the market. The company shall fully disclose the pricing basis of related party transactions. (IV) related shareholders shall withdraw from voting at the general meeting of shareholders to consider related transactions; (V) directors who have any interest with related parties shall withdraw when the board of directors votes on the matter;
(VI) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective criteria.
When necessary, professional appraisers or independent financial advisers shall be employed to give opinions.
Chapter IV decision making and disclosure of related party transactions
Article 12 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 listed 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) 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;
(III) having direct or indirect control over the counterparty;
(IV) close family members of the counterparty or its direct or indirect controller;
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers;
(VI) persons whose independent business judgment may be affected due to other reasons identified by the CSRC, Shenzhen Stock Exchange or the company.
Article 13 when the general meeting of shareholders of the company deliberates on related party transactions, the following shareholders shall withdraw from voting:
(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 natural person as the counterparty;
(V) close family members of the counterparty or its direct or indirect controller;
(VI) working 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;
(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) the legal person or natural person identified by the CSRC or the Shenzhen stock exchange that may cause the listed company to favor its interests.
Article 14 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be disclosed in time after being submitted to the board of directors for discussion.
The company shall not provide loans to directors, supervisors or senior managers directly or through subsidiaries.
Article 15 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 disclosed in time after being submitted to the board of directors for discussion. Article 16 in addition to timely disclosure, the company shall also employ an intermediary qualified to carry out securities and futures related business to evaluate or audit the transaction subject matter, and submit the transaction to the general meeting of shareholders for deliberation.
The transaction targets involved in the affiliated transactions related to daily operation mentioned in Article 21 of these measures may not be audited or evaluated.
Article 17 any guarantee provided by the company for related parties, regardless of the amount, shall be disclosed in time after being deliberated and approved by the board of directors and submitted to the general meeting of shareholders for deliberation. If 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.
Article 18 Where a company and its affiliates jointly contribute capital, increase or decrease capital to an enterprise jointly invested, or form joint investment or increase investment share with its affiliates through capital increase or purchase of investment share of non affiliates, the amount of investment, increase, decrease or purchase of investment share of the listed company shall be taken as the calculation standard, and the provisions of articles 14, 15 and 16 of these Measures shall apply.
Where a company’s affiliated person unilaterally increases or reduces capital to an enterprise controlled by the company, the amount of capital increase or reduction by the affiliated person shall be taken as the calculation standard, and the provisions of articles 14, 15 and 16 of these Measures shall apply. In case of waiver of rights, the relevant provisions of these measures on waiver of rights shall also apply. If the company’s affiliates unilaterally increase the capital of the company’s joint-stock enterprises, or the company’s affiliates unilaterally transfer the equity or investment shares of other shareholders of the company’s equity subjects, which constitutes a connected joint investment, and the relevant provisions on the waiver of rights shall apply if the circumstances related to the waiver of rights are involved; 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 in the relationship between the company and the subject, the company shall disclose it in time. The board of directors shall fully explain the reasons for not participating in the capital increase or acquisition, and analyze the impact of the matter on the company. If the company and its affiliates increase their capital in cash with the same consideration and proportion to the affiliated joint investment enterprise controlled by the company, which meets the standard that should be submitted to the general meeting of shareholders for deliberation, they may be exempted from audit or evaluation in accordance with the relevant provisions of Article 16 of these measures.
Article 19 when the related party transactions of the company involve the “provision of financial assistance”, “entrusted financial management” and other matters specified in Article 10 of these measures, the amount shall be taken as the calculation standard, and the cumulative calculation shall be carried out within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches the standards specified in Article 14, Article 15 or Article 16 of these measures, the provisions of the above articles shall apply respectively.
Those who have fulfilled relevant obligations in accordance with articles 14, 15 or 16 of these measures will not be included in the relevant cumulative calculation scope.
Article 20 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Article 14, 15 or 16 of these measures in accordance with the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions with different connected persons related to 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.
Those who have fulfilled relevant obligations in accordance with Article 14, 15 or 16 of these measures will not be included in the relevant cumulative calculation scope.
Article 21 the company shall not provide funds and other financial assistance to the affiliated legal persons and affiliated natural persons specified in Articles 4 and 5 of these measures. If other shareholders of the company’s affiliated joint-stock company (excluding the controlling shareholder, actual controller and the subject controlled by its affiliated persons) provide financial assistance with the same conditions according to the proportion of capital contribution, the company may provide financial assistance to the affiliated joint-stock company, which shall be deliberated and approved by more than half of all non affiliated directors and more than two-thirds of the non affiliated directors attending the meeting of the board of directors, And submit it to the general meeting of shareholders for deliberation.
In addition to the circumstances specified in the preceding paragraph, if the company provides financial assistance to a holding subsidiary or joint-stock company, other shareholders of the company shall, in principle, provide financial assistance with the same conditions according to the proportion of capital contribution. If other shareholders fail to provide financial assistance to the company with the same conditions or proportion of capital contribution, they shall explain the reasons and the reasons why the interests of the company have not been damaged, and whether the company has required the above-mentioned other shareholders to provide corresponding guarantees.
For the purposes of this article
