Shenzhen Crastal Technology Co.Ltd(300824)
Related party transaction decision system
Article 1 this system is formulated in accordance with the company law of the people's Republic of China, the relevant provisions of the regulatory authorities and the articles of association of Shenzhen Crastal Technology Co.Ltd(300824) company (hereinafter referred to as the articles of association) in order to standardize the decision-making procedures of related party transactions between Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as the "company") and its holding subsidiaries and the company's affiliates and prevent related party transactions from damaging the interests of the company and minority shareholders. Article 2 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, entrusted loans, investment in subsidiaries, joint ventures and associated enterprises, investment in trading financial assets, available for sale financial assets, held to maturity investment, etc.);
(III) providing financial assistance;
(IV) provide guarantee;
(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） Purchase of raw materials, fuel and power;
（12） Selling products and commodities;
（13） Providing or receiving labor services;
（14） Entrusted or entrusted sales;
（16） Other matters that may cause the transfer of resources or obligations through agreement.
Article 3 the affiliated persons, affiliated shareholders and affiliated directors referred to in this system shall be determined in accordance with the normative documents of laws and regulations and the relevant provisions of the regulatory authority. This system is not applicable to related party transactions between the company and its holding subsidiaries.
Article 4 related party transactions between the company and related parties shall be concluded in writing. The conclusion of a related party transaction agreement shall follow the principles of equality, voluntariness, equivalence and compensation, 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 the stock listing rules of the stock exchange and other applicable laws, regulations and normative documents.
Article 5 the company shall take effective measures to prevent related parties from interfering in the operation of the company by monopolizing procurement and sales business channels and damaging the interests of the company. Related party transactions shall follow commercial principles, and the price of related party transactions shall not deviate from the price or charging standard of independent third parties in the market. Related party transactions submitted to the board of directors or the general meeting of shareholders for deliberation shall be accompanied by the basis of related party transactions and opinions on whether they are fair or not. The company shall fully disclose the pricing basis of related party transactions.
Article 6 in the business capital transactions between the company's controlling shareholders and other related persons and the company, they shall strictly perform the relevant examination and approval procedures and information disclosure obligations, clarify the settlement period of business capital transactions, and shall not provide funds and other financial assistance to related parties in the form of business capital transactions. The controlling shareholders and other related persons shall not require the company to advance wages, benefits, insurance, advertising and other expenses, nor shall they bear costs and other expenses on behalf of each other.
Article 7 the company shall not directly or indirectly provide funds to controlling shareholders and other related persons in the following ways:
1. Lending the company's funds to the controlling shareholders and other related persons with compensation or free of charge;
2. Providing entrusted loans to related parties through banks or non bank financial institutions;
3. Entrust the controlling shareholders and other related persons to carry out investment activities;
4. Issue commercial acceptance bills for controlling shareholders and other related persons without real transaction background;
5. Repay debts on behalf of controlling shareholders and other related persons;
6. Other methods recognized by the CSRC.
Article 8 the authorities for the examination and approval of the company's connected transactions (except for providing guarantees and financial assistance) are divided as follows:
1. Related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan shall be considered and decided by the board of directors, and related party transactions with a transaction amount of less than 300000 yuan shall be decided by the chairman of the board of directors;
2. The 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 considered and decided by the board of directors, and the related party transactions below this standard shall be decided by the chairman of the board of directors;
3. Related party transactions (other than providing guarantee) with the amount of transactions between the company and related parties exceeding 30 million yuan and accounting for more than 5% of the absolute value of the company's latest audited net assets shall be reviewed and approved by the board of directors and submitted to the general meeting of shareholders for review;
4. Related party transactions in which the company provides guarantees 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.
5. The conclusion of contracts or transactions between directors, supervisors, senior managers and their spouses and the company shall be deliberated and approved by the general meeting of shareholders, and the principle of fairness shall be strictly observed.
Article 9 when the company conducts related party transactions related to daily operation with related parties, it shall perform corresponding deliberation procedures in accordance with the following provisions:
1. For the daily connected transactions that occur for the first time, the company shall conclude a written agreement with the connected persons and disclose it in time, and review the transaction amount involved in the agreement in accordance with the provisions of Article 8; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation;
2. For the daily related party transaction agreement that has been deliberated and approved by the board of directors or the general meeting of shareholders and is being implemented, if there is no significant change in the main terms during the implementation process, the company shall disclose the actual performance of the relevant agreement as required in the periodic report and explain whether it complies with the provisions of the agreement; If the main terms of the agreement change significantly during the execution or need to be renewed at the expiration of the agreement, the company shall review the newly revised or renewed daily connected transaction agreement according to the transaction amount involved in the agreement in accordance with the provisions of Article 8; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation;
3. For a large number of related party transactions related to daily operation that occur every year, if it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation in accordance with Item 1 of this article due to the need to frequently conclude new related party transaction agreements, the company can reasonably predict the total amount of daily related party transactions that will occur in the current year before disclosing the report of the previous year, Review and disclose the estimated amount in accordance with the provisions of Article 8; The company shall disclose the daily connected transactions within the expected scope in the regular report. If the amount of daily connected transactions exceeds the estimated total amount in the actual implementation, the company shall review the excess amount in accordance with the provisions of Article 8.
The "connected transactions related to daily operation" mentioned in the preceding paragraph refers to:
1. Purchase of raw materials, fuel and power;
2. Selling products and commodities;
3. Providing or receiving labor services;
4. Entrusted or entrusted sales.
Article 10 the provisions of Article 8 of this system shall apply to the transactions with the same related party and the transactions with different related parties related to the same transaction object that occur within 12 consecutive months.
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.
The cumulative obligations that have been performed shall not be included in the relevant scope of this system in accordance with Article 8. Article 11 when a director himself or any other enterprise in which he works has a direct or indirect connection with the existing or planned contracts, transactions and arrangements of the company (except the employment contract), whether the relevant matters need the approval of the board of directors under normal circumstances or not, he shall disclose the nature and extent of his connection to the board of directors as soon as possible.
Directors, supervisors and senior managers shall avoid transactions with the company. For a transaction that really needs to occur, the directors, supervisors and senior managers shall declare to the board of directors that the transaction is a connected transaction before entering into a contract or transaction with the company, and submit a written statement on the necessity of the transaction, the basis of pricing and whether the transaction price is fair, so as to ensure that the interests of the company and all shareholders are not damaged.
Article 12 the company shall not provide financial assistance such as funds for 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.
Article 13 if the relevant business personnel are unable to determine whether a transaction is a connected transaction and the internal examination and approval procedures of the company to be performed, they shall report to the Secretary of the board of directors of the company based on the principle of prudence, and the Secretary of the board of directors of the company shall judge whether the transaction is a connected transaction and the internal examination and approval procedures of the company to be performed according to relevant regulations. If the Secretary of the board of directors is unable to judge, the Secretary of the board of directors shall solicit opinions from the relevant professional institutions hired by the company, and may also solicit opinions from the stock exchange to determine whether the transaction is a connected transaction and the internal examination and approval procedures of the company that should be performed.
Article 14 major related party transactions (referring to related party transactions that need to be deliberated and decided by the board of directors or the general meeting of shareholders) shall be submitted to the board of directors for discussion after being approved by more than half of the independent directors of the company; When independent directors think it is difficult to judge whether the conditions of related party transactions are fair by relying on the materials submitted to the board of directors or the general meeting of shareholders, they have the right to hire independent professional consultants alone or jointly to review the conditions of related party transactions and provide professional reports or advisory opinions, and the expenses shall be borne by the company.
Article 15 Where a director is associated with the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The board meeting can be held when more than half of the unrelated directors are present. If the number of unrelated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation. When the board of Directors considers related party transactions, related directors may attend the meeting of the board of directors and clarify their views at the board of directors to explain whether the related party transactions are fair, but they shall avoid voting.
Article 16 If a director who fails to attend the meeting of the board of directors is an affiliated director, he shall not authorize other directors to vote on such matters.
Article 17 the resolution of the board of directors on connected transactions shall be valid only after it is approved by more than half of all unrelated directors.
Article 18 related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall first be submitted to the general meeting of shareholders for deliberation and voting after being reviewed and approved by the board of directors in accordance with the procedures of the board of directors for examination and approval of related party transactions (if there are less than 3 unrelated directors attending the meeting after the withdrawal of related directors, they can be directly submitted to the general meeting of shareholders for deliberation and voting). The board of directors shall make a detailed explanation on the fairness of such related party transactions and whether they are beneficial to the company at the general meeting of shareholders, and shall employ an intermediary qualified to perform securities and futures related business to evaluate or audit the subject matter of the transaction.
The transaction targets involved in the affiliated transactions related to daily operation specified in Article 9 of the system may not be audited or evaluated.
Article 19 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 rights; The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders.
Article 20 if the general meeting of shareholders deliberates on related party transactions, the Secretary of the board of directors shall determine the scope of related shareholders in accordance with relevant laws, regulations and normative documents before the meeting. If it is difficult to judge whether it belongs to related shareholders, he shall consult and determine with the professional intermediary employed by the company or the stock exchange. The Secretary of the board of directors shall notify the chairman of the meeting of the list of connected shareholders before the start of the meeting, and the chairman of the meeting shall announce that the connected shareholders withdraw from voting when deliberating on the matters of connected transactions.
Affiliated shareholders or their authorized representatives can attend the general meeting of shareholders and clarify their views to the shareholders attending the meeting in accordance with the procedures of the general meeting, but they should actively withdraw from voting, not participate in voting, and shall not exercise their voting rights on behalf of other shareholders; If the related shareholders do not actively withdraw from voting, other shareholders or the host attending the meeting have the right to require the related shareholders to withdraw from voting. After the withdrawal of related shareholders, other shareholders shall vote according to their voting rights.
The withdrawal and voting procedures of affiliated shareholders shall be recorded in the minutes of the meeting.
Article 21 when voting on related party transactions at the general meeting of shareholders, it shall be valid only if it is approved by more than half of the voting rights held by non related shareholders attending the meeting. However, when the related party transaction involves matters that need to be passed in the form of special resolution as stipulated in the articles of association, the resolution of the general meeting of shareholders must be passed by more than two-thirds of the voting rights held by the non related shareholders attending the general meeting of shareholders.
Article 22 the system shall come into force as of the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply to modification. Article 23 the terms "above", "within" and "below" in this system include this number; "Other", "less than", "more than" and "more than" do not include this number.
Article 24 the board of directors shall be responsible for the interpretation of this system.
Article 25 in case of any matters not covered in this system or inconsistent with relevant laws and regulations, normative documents, relevant provisions of the regulatory authority and the articles of association, relevant laws and regulations, normative documents, relevant provisions of the regulatory authority and the articles of association shall prevail.
Shenzhen Crastal Technology Co.Ltd(300824) March 2002
