Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Related party transaction management system
(draft to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”) transactions and related party transactions and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the measures for the administration of information disclosure of listed companies and other laws, regulations, departmental rules and normative documents, As well as the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the “articles of association”), this system is hereby formulated in combination with the actual situation of the company.
Article 2 related party transactions of the company shall follow the principles of honesty and trustworthiness, equality, voluntariness, equivalence, compensation, fairness, impartiality and openness, and shall not harm the interests of the company and non related shareholders. Article 3 the related party transactions mentioned in Chapter III of this system occurring in the holding subsidiary of the company shall be regarded as the related party transactions occurring in the company, and the provisions of this system shall apply.
Article 4 the company shall refer to the listing rules and other relevant provisions to determine the list of related parties of the company and update it in time to ensure that the list of related parties is true, accurate and complete. When the company and its holding subsidiaries have trading activities, the relevant responsible persons shall carefully judge whether they constitute related party transactions. If it constitutes a connected transaction, it shall perform the obligations of examination and approval and reporting within their respective authorities.
Article 5 for related party transactions between the company and related parties, a written contract or agreement shall be signed to clarify the rights, obligations and legal responsibilities of both parties.
The company’s related party transactions shall be priced fairly, the deliberation procedures shall comply with the regulations and the information disclosure shall be standardized.
Related party transactions shall be legal and compliant, shall not conceal related party relationships, and shall not evade relevant review procedures and information disclosure obligations by de associating related party transactions. Related party transactions shall not lead to or may lead to the company’s occupation of non operating funds by controlling shareholders, actual controllers and their related parties, providing guarantees for related parties in violation of regulations, or other situations in which related parties occupy interests.
Chapter II related parties and related transactions
Article 6 the affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
Article 7 a legal person or other organization 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 9 of the 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 that have special relations with the company and may or have caused the company to favor its interests.
Article 8 if the company and the legal person (or other organization) listed in Item (II) of Article 7 of this system are controlled by the same state-owned assets management institution, it does not form an affiliated relationship, except that its legal representative, chairman, general manager or more than half of the directors concurrently serve as directors, supervisors or senior managers of the company.
Article 9 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) 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, children over the age of 18 and their spouses, brothers and sisters and their spouses, parents of spouses, brothers and sisters of spouses and parents of children’s spouses;
Article 10 a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) legal persons (or other organizations) and natural persons who have any of the circumstances mentioned in Articles 7 and 9 in the past 12 months or in the next 12 months according to relevant agreements are the affiliates of the company; (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 company and may or have caused the company to favor its interests as the related persons of the company.
Article 11 the company’s directors, supervisors, senior managers, shareholders holding more than 5% shares and their persons acting in concert and actual controllers shall timely submit the list of the company’s connected persons and the description of the connected relationship to the company’s board of directors, and the company shall do a good job in registration management.
Article 12 the related party transactions mentioned in this system 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) leased in or leased out assets;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer or transfer of R & D 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） Deposit and loan business;
（17） Joint investment with related parties;
（18） Other matters that may cause the transfer of resources or obligations through agreement;
（19） Other transactions recognized by Shenzhen Stock Exchange.
Chapter III related party transaction decision-making and internal control procedures
Article 13 in addition to the provisions of Article 20 of the system, if the transactions between the company and related parties meet one of the following standards, they shall be disclosed in time:
(I) transactions with connected natural persons with a transaction amount of more than 300000 yuan;
(II) transactions with affiliated legal persons (or other organizations) 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.
Article 14 in addition to the provisions of Article 20 of this system, if the transaction amount between the company and its affiliates 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 disclosed in time and submitted to the general meeting of shareholders for deliberation. It shall also hire an intermediary institution with the qualification to carry out securities and futures related business to evaluate or audit the transaction targets and disclose the audit report or evaluation report.
Although the company’s related party transactions fail to meet the standards specified in the preceding paragraph, the CSRC and Shenzhen Stock Exchange may require the company to submit them to the general meeting of shareholders for deliberation in accordance with the principle of prudence, and apply the relevant audit or evaluation requirements in accordance with the provisions of the preceding paragraph.
Where the company submits to the general meeting of shareholders for deliberation in accordance with other laws and regulations or the articles of association, or voluntarily submits to the general meeting of shareholders for deliberation, it shall employ an intermediary qualified to perform securities and futures related business to evaluate or audit the trading targets and disclose the audit report or evaluation report, unless otherwise stipulated by Shenzhen Stock Exchange.
In case of any of the following transactions between the company and related parties, the company may be exempted from audit or evaluation:
(I) daily connected transactions specified in items (12) to (16) of Article 12 of the system;
(II) all parties such as related parties make capital contributions in cash, and the equity proportion of each party in the invested subject shall be determined according to the proportion of capital contribution;
(III) other circumstances stipulated by Shenzhen Stock Exchange.
Article 15 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 meeting 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 directors under any of the following circumstances:
(I) 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) that is 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 controllers;
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers;
(VI) directors whose independent business judgment may be affected due to other reasons recognized by the CSRC, Shenzhen Stock Exchange or the company.
Article 16 when the company’s general meeting of shareholders deliberates on related party transactions, related shareholders shall withdraw from voting and shall not exercise voting rights on behalf of other shareholders.
The affiliated shareholders mentioned in the preceding paragraph include 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 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) 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 the CSRC or Shenzhen stock exchange that may cause the company to tilt its interests.
Article 17 the following transactions between the company and related parties shall fulfill the obligation of information disclosure of related party transactions and the review procedures, and may apply to Shenzhen stock exchange for exemption, which shall be submitted to the general meeting of shareholders for review in accordance with Article 14 of the system:
(I) public bidding, public auction or listing for unspecified objects (excluding restricted methods such as bidding invitation), except for those that are difficult to form a fair price;
(II) transactions in which the company unilaterally obtains benefits without paying consideration and without any obligations, including receiving cash assets, obtaining debt relief, etc;
(III) the pricing of related party transactions shall be stipulated by the state;
(IV) related parties provide funds to the company at an interest rate not higher than the quoted interest rate in the loan market, and the company has no corresponding guarantee.
Article 18 the following transactions between the company and its related parties may be exempted from performing relevant obligations in accordance with the provisions of this system, but the relevant obligations shall still be performed in cases where the disclosure obligations and review procedures shall be performed in accordance with the stock listing rules:
Or corporate bonds, except that the issuing object determined in advance includes related persons;
(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 natural persons in items (II) to (IV) of Article 9 of the system on the same trading conditions as non affiliated persons;
(V) other circumstances recognized by Shenzhen Stock Exchange.
Article 19 the company shall not provide financial assistance to related parties, except to related joint-stock companies (excluding the entities controlled by the controlling shareholders and actual controllers 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 the company with shares held by the company and belonging to the company specified in this system.
Article 20 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 the controlling shareholder, actual controller and their affiliates, the controlling shareholder, actual controller and their affiliates shall provide counter guarantee.
If the guaranteed party becomes an affiliate of the company due to the transaction, the company shall perform corresponding review procedures and information disclosure obligations on the existing affiliated guarantee while implementing the transaction or affiliated transaction.
If the board of directors or the general meeting of shareholders fails to consider and approve the related guarantee matters specified in the preceding paragraph, all parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 21 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 shall be used as the calculation standard, and the provisions of Articles 13 and 14 of this system 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.
deposit
