Shenzhen Yitoa Intelligent Control Co.Ltd(300131)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to standardize the decision-making procedures of related party transactions between the company and its holding subsidiaries and the company’s connected persons and prevent related party transactions from damaging the interests of the company and minority shareholders, according to the Listing Rules of gem shares of Shenzhen Stock Exchange This system is formulated in combination with the actual situation of the company in accordance with the provisions of laws, regulations, normative documents and the articles of association, such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions.
Article 2 the related party transactions mentioned in this system refer to the transfer of resources or obligations between Shenzhen Yitoa Intelligent Control Co.Ltd(300131) or its holding subsidiaries (hereinafter referred to as “the company”) and the company’s related parties.
Article 3 the “connected person” mentioned in this decision-making system refers to the connected person defined in the Shenzhen Stock Exchange GEM Listing Rules. This system is not applicable to related party transactions between the company and its holding subsidiaries.
Article 4 the related party transactions of the company shall follow the following basic principles:
（1） Comply with the principle of good faith;
（2） In line with the principles of market justice, fairness and openness, the pricing of related party transactions is mainly determined according to the market price, which is basically consistent with the transaction price to non related parties;
（3） If a related party enjoys the voting right of the general meeting of shareholders, it shall withdraw from voting except under special circumstances;
（4） Directors who have any interest with related parties shall withdraw when the board of directors votes on the matter; （5） The board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective standards, and shall employ professional appraisers and independent financial consultants when necessary.
Chapter II related party transactions and scope of related parties
Article 5 The term “connected transaction” as mentioned in this system refers to the transaction between the company or the company’s holding subsidiary and the company’s connected persons
Matters related to the transfer of resources or obligations, including but not limited to the following matters:
(I) purchase of raw materials, fuel and power;
(II) selling products and commodities;
(III) providing or receiving labor services;
(IV) entrusted or entrusted sales;
(V) joint investment by related parties;
(VI) purchase or sale of assets;
(VII) foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries); (VIII) provide financial assistance (including entrusted loans);
(IX) providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries);
(x) assets leased in or leased out;
（11） Sign management contracts (including entrusted operation, entrusted operation, etc.);
（12） Donated or donated assets;
（13） Reorganization of creditor’s rights or debts;
（14） Transfer of research and development projects;
（15） Sign the license agreement;
（16） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（17） Deposits and loans (related party transactions involving financial companies with related parties);
（18） Other matters that may lead to the transfer of resources or obligations through agreement.
Article 6 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 7 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 person in Item (I) above;
(III) legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the company’s affiliated natural persons, or where the affiliated natural persons act 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 CSRC, Shenzhen Stock Exchange or other legal persons or other organizations identified by the company as having special relationship with the company according to the principle of substance over form, which may lead to the preference of the company’s interests.
Article 8 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 other organizations after the legal person listed in Item (I) of Article 4;
(IV) close family members of the persons mentioned in items (I) and (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;
(V) the CSRC, Shenzhen Stock Exchange or other natural persons identified by the company as having a special relationship with the company according to the principle of substance over form, which may lead to the preference of the company’s interests.
Article 9 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 agreement or arrangement signed with the company or its affiliates, after the agreement or arrangement takes effect or within the next 12 months, it will have one of the circumstances specified in Article 7 or 8;
(II) one of the circumstances specified in Article 7 or Article 8 has occurred in the past 12 months.
Article 10 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 their relationship with related parties.
Chapter III approval authority and disclosure of connected transactions
Article 11 when the board of directors of the company considers related party transactions, related directors shall withdraw from voting and shall not exercise voting rights on behalf of other directors. The convener of the meeting shall remind the related directors to avoid voting before voting. If the affiliated director fails to take the initiative to declare and withdraw, the director who knows the situation shall require the affiliated director to withdraw. If there are less than three directors on the board of directors after the withdrawal of related directors, the company shall submit the transaction to the general meeting of shareholders for deliberation.
Affiliated directors include the following directors or directors under any of the following circumstances:
(I) 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 8 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 item (IV) of Article 8 for the specific scope);
(VI) directors whose independent business judgment may be affected as determined by the CSRC, Shenzhen Stock Exchange or the company for other reasons.
Article 12 when the general meeting of shareholders of the company deliberates on related party transactions, related shareholders shall withdraw from voting and shall not exercise voting rights on behalf of other shareholders. The board of directors and witness lawyers of the company shall remind related shareholders to avoid voting before shareholders’ voting.
Affiliated shareholders include the following shareholders or shareholders under any of the following circumstances:
(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 (see item (IV) of Article 8 for the specific scope);
(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 (applicable to the case where the shareholder is a natural person);
(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) those identified by China Securities Regulatory Commission or Shenzhen stock exchange that may cause the interests of the company to tilt towards them.
When the general meeting of shareholders deliberates on related party transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be included in the total number of effective voting shares.
Article 13 the company shall comply with the following provisions when considering related party transactions (except providing guarantees and financial assistance):
(I) 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 approved by the board of directors. The company shall not provide funds or other financial assistance to directors, supervisors or senior managers, controlling shareholders, actual controllers and their controlling subsidiaries 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 disclosed in time after being approved by the board of directors.
(III) related party transactions between the company and its directors, supervisors, senior managers and their spouses shall be submitted to the general meeting of shareholders for deliberation after disclosure.
(IV) related party transactions (except the provision of guarantee) between the company and related parties with an 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.
If the subject matter of the transaction is equity, the latest audit report shall be disclosed, 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, an evaluation report shall be provided, and the benchmark date of the evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the transaction. Audit reports and evaluation reports shall be issued by securities service institutions that comply with the provisions of the securities law.
Related party transactions related to daily operations may be exempted from audit or evaluation.
Article 14 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Article 13 according to 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 above-mentioned same connected person (including connected natural person and connected legal person) includes other connected persons who are controlled by the same subject or have equity control relationship with the connected person. Those who have fulfilled relevant obligations in accordance with Article 13 shall not be included in the scope of relevant cumulative calculation.
Article 15 approval procedures for other guarantee matters
(I) 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. 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.
(II) the company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries. Financial aid or prudent financial assistance shall be provided to the entrusting party. 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. The provisions of Article 13 shall apply. If the relevant obligations have been performed in accordance with the provisions of Article 13, it shall not be included in the relevant cumulative calculation scope.
(III) if the company intends to conduct connected transactions that must be submitted to the general meeting of shareholders for deliberation, it shall obtain the prior approval of independent directors before submitting them to the board of directors for deliberation. The prior approval opinions of independent directors shall be approved by more than half of all independent directors and disclosed in the announcement of related party transactions.
(IV) when the company conducts daily connected transactions with connected persons, it shall disclose and perform the review procedures in accordance with the following provisions: 1 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 and summary;
3. If the term of the daily related party transaction agreement signed between the company and related parties exceeds three years, relevant review procedures and disclosure obligations shall be performed again every three years;
(V) the following transactions between the company and related persons may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with Article 13:
1. The company participates in public bidding and public auction for unspecified objects (excluding limited methods such as bidding invitation);
2. Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;
3. The pricing of related party transactions is stipulated by the state;
4. Related parties provide funds to the company, and the interest rate is not higher than the loan interest rate standard for the same period stipulated by the people’s Bank of China;
5. The company provides products and services to directors, supervisors and senior managers under the same trading conditions as non related parties.
(VI) the following transactions between the listed company and related parties may be exempted from performing relevant obligations in the form of related party transactions:
1. One party subscribes in cash for shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
2. One party, as a member of the underwriting syndicate, underwrites shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
3. One party receives dividends, bonuses or remuneration according to the resolution of the general meeting of shareholders of the other party;
4. Other transactions recognized by Shenzhen Stock Exchange.
Article 16 Where the company adds new related parties due to changes in the scope of the consolidated statements, the transactions that have signed agreements with the related parties and are being performed before the relevant circumstances occur shall be fully disclosed in the relevant announcements, and may be exempted from the relevant review procedures of related party transactions. The principle of cumulative calculation of related party transactions for 12 consecutive months is not applicable, After that, the newly added connected transactions shall be disclosed and the corresponding procedures shall be performed in accordance with the relevant provisions of this system.
The company’s discomfort caused by the formation of related party guarantee due to changes in the scope of consolidated statements
