Foshan Haitian Flavouring And Food Company Ltd(603288)
Administrative measures for related party transactions
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to standardize the decision-making procedures of related party transactions between Foshan Haitian Flavouring And Food Company Ltd(603288) (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, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the governance standards of listed companies, the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules) These measures are formulated in accordance with the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC) and the Foshan Haitian Flavouring And Food Company Ltd(603288) articles of Association (hereinafter referred to as the articles of association).
Chapter II related party transactions and related parties
Article 2 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;
(II) foreign investment (including entrusted financial management, entrusted loans, etc.);
(III) providing financial assistance;
(IV) provide guarantee (except counter 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) sign a license agreement;
(x) transfer or transfer of research and development projects;
（11） Purchase of raw materials, fuel and power;
（12） Selling products and commodities;
（13） Providing or receiving labor services;
（14） Entrusted or entrusted sales;
（15） Joint investment with related parties;
（16） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（17） Deposit and loan business;
（18） Other matters that may lead to the transfer of resources or obligations through agreement.
Article 3 the affiliated persons referred to in these measures 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 where the affiliated natural persons act as directors (excluding independent directors and senior managers of both parties);
(IV) legal persons or other organizations holding more than 5% of the company’s shares and persons acting in concert;
(V) other legal persons or other organizations identified by the CSRC, the stock exchange or the company according to the principle of substance over form that have a special relationship with the company and may or have caused the company to favor its interests. (VI) if the company and the legal person (or other organization) listed in Item (II) of this article 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 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 the legal person listed in Item (I) of Article 4 of these measures; (IV) close family members of the persons mentioned in items (I) and (II) of this article, including spouses, children over the age of 18 and their spouses, parents and parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children’s spouses;
(V) other natural persons identified by China Securities Regulatory Commission, stock exchange or the company as having special relationship with the company according to the principle of substance over form, which 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) 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 4 or Article 5; (II) one of the circumstances specified in Article 4 or Article 5 has occurred in the past 12 months. 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 have a related relationship. The company shall timely report the information of the above-mentioned connected persons to the stock exchange for the record.
Article 8 the company shall make a list of the company’s connected persons in accordance with the provisions of laws, regulations and relevant rules of the stock exchange and update it in time. When trading activities occur, the relevant responsible personnel shall carefully consult the list of connected persons and carefully judge whether the transaction constitutes a connected transaction. If so, they shall perform the examination and approval procedures in accordance with the authority specified in these measures, And inform the Secretary of the board of directors so that he can make relevant information disclosure.
Article 9 the information declared by the company’s affiliated natural persons includes:
(I) name and ID number;
(II) description of the relationship with the company.
The information declared by the company’s affiliated legal person includes:
(I) name and organization code of legal person;
(II) description of the relationship with the company.
Article 10 the company shall disclose the relationship between related parties and the company layer by layer, stating:
(I) full name and organization code of the controlling party or share holder (if any);
(II) full name and organization code of the controlled party or the invested party (if any);
(III) the proportion of the total share capital of the controlled party or the invested party held by the controller or the investor, etc.
Chapter III deliberation procedures and disclosure of connected transactions
Section 1 affiliated directors and affiliated shareholders who abstain from voting
Article 11 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 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) 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;
(V) close family members of the directors, supervisors or senior managers of the counterparty or its direct or indirect controllers;
(VI) persons identified by the CSRC, the stock exchange or the company who may affect their independent business judgment for other reasons.
Article 12 when the general meeting of shareholders of the company deliberates related party transactions, related shareholders shall withdraw from voting. The affiliated shareholders mentioned in the preceding paragraph 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) working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty, or in the legal entity directly or indirectly controlled by the counterparty (applicable to those whose shareholders are natural persons);
(VI) shareholders whose voting rights are restricted and affected due to outstanding equity transfer agreements or other agreements with the counterparty or its affiliates;
(VII) close family members of the counterparty or its direct or indirect controller;
(VIII) other shareholders identified by the CSRC, the stock exchange or the company that may cause the company’s interests to favor them.
Section 2 related party transactions to be disclosed
Article 13 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be disclosed in time.
The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Article 14 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 net assets in the latest audited consolidated statements of the company shall be disclosed in a timely manner. Article 15 if the amount of transactions between the company and its related parties (except for cash assets and guarantees provided by the company) is more than 30 million yuan and accounts for more than 5% of the absolute value of the net assets in the latest audited consolidated statements of the company, in addition to timely disclosure, it shall also hire an intermediary institution qualified to perform securities and futures related business to evaluate or audit the subject matter of the transaction, And submit the transaction to the general meeting of shareholders for deliberation. The transaction targets involved in the affiliated transactions related to the daily operation may not be audited or evaluated. Article 16 Where the company provides guarantees for related parties and shareholders holding less than 5%, regardless of the amount, it shall be disclosed in time after the deliberation and approval of the board of directors.
Article 17 the announcement of connected transactions disclosed by the company shall include the following contents:
(I) overview of the transaction and basic information of the subject matter of the transaction;
(II) prior approval and independent opinions of independent directors;
(III) voting of the board of directors (if applicable);
(IV) description of the affiliated relationship of the parties to the transaction and the basic information of the affiliated persons;
(V) the pricing policy and basis of the transaction, including the relationship between the transaction price and the book value, evaluation value and clear and fair market price of the transaction object, as well as other specific matters related to pricing that need to be explained due to the special nature of the transaction object;
If the transaction price is significantly different from the book value, assessed value or market price, the reason shall be explained. If the transaction is unfair, it shall also disclose the direction of interest transfer generated by the related party transaction;
(VI) the main contents of the transaction agreement, including the transaction price, the transaction settlement method, the nature and proportion of the rights and interests of related parties in the transaction, the effective conditions, effective time and performance period of the agreement;
(VII) the purpose of the transaction and its impact on the company, including the necessity and true intention of the related party transaction, and the impact on the current and future financial status and operating results;
(VIII) the total amount of various related party transactions with the related party from the beginning of the year to the disclosure date; (IX) other contents required by the CSRC and the stock exchange to help explain the essence of the transaction. Section III approval authority of connected transactions
Article 18 the authority of the president to approve related party transactions is:
(I) connected transactions between the company and connected natural persons with a transaction amount of less than 300000 yuan; (II) the amount of the transaction between the company and the affiliated legal person is less than 3 million yuan, or it accounts for less than 0.5% of the absolute value of the net assets in the latest audited consolidated statements of the company.
Article 19 the authority of the board of directors to approve related party transactions is:
(I) connected transactions with connected natural persons with an amount of more than 300000 yuan but less than 3 million yuan;
(II) related party transactions with 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 net assets in the latest audited consolidated statements of the company shall be deliberated and approved by the board of directors. However, the board of directors shall submit to the general meeting of shareholders for deliberation the related party transactions with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the net assets of the company in the latest audited consolidated statements; (III) although it is a connected transaction that the president has the right to decide, but the board of directors, independent directors or the board of supervisors think it should be submitted to the board of directors for review;
(IV) related party transactions specially authorized by the general meeting of shareholders to be approved by the board of directors may be approved by the board of directors in case of abnormal operation due to special matters at the general meeting of shareholders and based on the overall interests of the joint stock company.
Article 20 the authority of the general meeting of shareholders to examine and approve related party transactions is:
(I) connected transactions with connected natural persons with a transaction amount of more than 3 million yuan; (II) related party transactions with related legal persons with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of net assets in the latest audited consolidated statements of the company;
(III) although it is a connected transaction that the president and the board of directors have the right to judge, but the independent directors or the board of supervisors think it should be submitted to the general meeting of shareholders for voting;
(IV) related party transactions approved by the board of directors, but the board of Directors believes that they should be submitted to the general meeting of shareholders for voting or the board of directors cannot operate normally due to special matters, the related party transactions shall be approved by the general meeting of shareholders;
(V) connected transactions that may have a significant impact on the company;
(VI) where the company provides guarantee for affiliated persons and shareholders holding less than 5% of the shares, regardless of the amount, it shall be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors.
For the connected transactions submitted to the board of directors or the general meeting of shareholders for deliberation, the independent directors of the company must approve and express independent opinions in advance. Before the independent directors express their opinions, they can hire an intermediary to issue an independent financial consultant report as the basis for their opinions.
Article 21 in case of related party transactions of the company, such as “providing financial assistance” and “entrusted financial management”, the amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction.
Article 22 the following connected transactions of the company within 12 consecutive months shall be subject to the relevant approval and disclosure procedures 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 above-mentioned same related persons include other related persons who are controlled by the same subject or have equity control relationship with each other.
