Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Related party transaction management system
Revised in March 2002
catalogue
Chapter I General Provisions 1 Chapter II related persons and related relationships Chapter III related party transactions Chapter IV Determination and management of related party transaction price Chapter V decision making procedures for related party transactions Chapter VI Information Disclosure of related party transactions 6 Chapter VII Supplementary Provisions nine
Chapter I General Provisions
Article 1 in order to further strengthen the management of related party transactions of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company” or “the company”), clarify the management responsibilities and division of labor, safeguard the legitimate interests of shareholders and creditors of the company, especially the legitimate interests of small and medium-sized investors, and ensure that the related party transaction contracts concluded between the company and related parties comply with the principles of fairness, impartiality and openness, according to the company law of the people’s Republic of China This system is hereby formulated in accordance with the securities law of the people’s Republic of China, the Listing Rules of the Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies of the Shanghai Stock Exchange No. 5 – transactions and connected transactions and other national laws, regulations and normative documents, as well as the relevant provisions of the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 related party transactions of the company refer to matters that may lead to the transfer of resources or obligations between the company or its holding subsidiaries and related parties of the company.
Chapter II related persons and related relationships
Article 3 affiliated persons 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 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 company’s affiliated natural persons or serve as directors and senior managers;
(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.
If the company and the legal person listed in Item (II) of paragraph 1 of this article are controlled by the same state-owned assets management institution and form the situation described in Item (II) of paragraph 1 of this article, it does not constitute an affiliated relationship, except that the chairman, general manager or more than half of the directors of the legal person belong to the situation listed in Item (II) of Article 5 of this system.
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 (1) of Article 4 of the system;
(IV) close family members of the persons mentioned in items (1) to (3) 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, 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 regarded as an affiliate of the company:
(I) due to signing an agreement or making an arrangement with the company or its affiliates, after the agreement or arrangement takes effect or within the next 12 months, it has one of the circumstances specified in Articles 4 and 5 of this system;
(II) in the past 12 months, it has been under one of the circumstances specified in Articles 4 and 5 of this system. Article 7 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 8 the affiliated relationship shall be substantially judged from the specific ways, ways and extent of the affiliated person’s control or influence on the company.
Chapter III related party transactions
Article 9 related party transactions of the company include but are 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) deposits and loans in related party financial companies;
(VI) joint investment with related parties;
(VII) purchase or sale of assets;
(VIII) foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.);
(IX) provide financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(x) provide guarantee (including guarantee for holding subsidiaries);
（11） Leased in or leased out assets;
（12） Entrusted or entrusted management of assets and businesses;
（13） Donated or donated assets;
（14） Reorganization of creditor’s rights or debts;
（15） Transfer or transfer of research and development projects
（16） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
Other matters that may lead to the transfer of resources or obligations through agreement identified by the CSRC, stock exchange or the company in accordance with the principle of substance over form, including providing financial assistance and guarantee greater than its equity proportion or investment proportion to the company jointly invested with related parties, and waiving the same proportion of capital increase or preferential transfer right to the company jointly invested with related parties.
Article 10 the related party transactions of the company shall follow the following basic principles:
(I) conform to the principle of good faith;
(II) conform to the principles of fairness, openness and impartiality;
(III) the principle of not damaging the legitimate rights and interests of the company and non affiliated shareholders;
(IV) if the affiliated person enjoys the voting right of the general meeting of shareholders, he shall withdraw from voting;
(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, and shall employ professional appraisers or independent financial advisers when necessary.
Chapter IV Determination and management of prices of related party transactions
Article 10 connected transaction price refers to the transaction price involved in the connected transaction between the company and connected persons.
Article 11 pricing principles and methods of connected transactions:
(I) the pricing of related party transactions mainly follows the principle of market price; If there is no national pricing and market price, it shall be determined according to the method of cost plus reasonable profit; If the above price cannot be determined, the price shall be determined by both parties through negotiation.
(II) both parties to the transaction shall determine the pricing method according to the specific conditions of related matters and specify it in the relevant related transaction agreement.
Article 12 pricing method of related party transactions:
(I) market price: determine the price and rate of assets, goods or services based on the market price;
(II) cost plus price: determine the transaction price and rate by adding reasonable profit on the basis of the cost of assets, goods or services traded;
(III) agreed price: the price and rate shall be determined through negotiation according to the principle of fairness and impartiality.
Article 13 price management of related party transactions
(I) both parties to the transaction shall calculate the transaction price according to the price agreed in the related transaction agreement and the actual transaction quantity, and pay according to the payment method and time agreed in the related transaction agreement.
(II) the Finance Department of the company shall track the changes in the market price and cost of the company’s connected transactions and report the changes to the board of directors for the record.
Chapter V decision making procedures for connected transactions
Article 14 in addition to the provisions of Articles 15, 16 and 17 of the system, other related party transactions of the company shall be decided by the general manager of the company.
Article 15 the general manager shall submit a proposal to the board of directors and submit it to the board of directors for deliberation if the transaction amount between the company and the affiliated legal person is more than 3 million yuan and accounts for more than 0.5% of the latest audited net asset value of the company, or if the transaction amount between the company and the affiliated natural person is more than 300000 yuan.
Article 16 a related party transaction agreement with a single related party transaction amount of more than RMB 30 million and accounting for more than 5% of the absolute value of the company’s latest audited net assets, and a related party transaction agreement with a related party on the same subject matter or with a related party with a cumulative amount of more than RMB 30 million and accounting for more than 5% of the company’s latest audited net asset value within 12 consecutive months, The board of directors shall submit the proposal to the general meeting of shareholders, which shall take effect after being approved by the general meeting of shareholders.
Article 17 any guarantee provided by the company for the controlling shareholder, actual controller and their affiliates, 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. The controlling shareholders, actual controllers and their related parties shall provide counter guarantees.
Article 18 the company shall not provide funds and other financial assistance to directors, supervisors, senior managers, controlling shareholders, actual controllers and their holding subsidiaries. The company shall prudently provide financial assistance or entrusted financial management to related parties.
Article 19 when signing an agreement involving connected transactions with the company, the company’s connected persons shall take necessary avoidance measures:
(I) any individual can only sign the agreement on behalf of one party;
(II) affiliated persons shall not interfere with the company’s decision in any way;
(III) when the board of directors of the company votes on connected transactions, connected 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. The resolutions made at the meeting of the board of directors must be passed by more than half of the non affiliated directors, and the external guarantee matters must be passed by more than two-thirds 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. Affiliated directors include the following directors under any of the following circumstances: 1 Counterparty;
2. 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;
3. Having direct or indirect control over the counterparty;
4. Close family members of the counterparty or its direct or indirect controller (the specific scope shall be subject to the provisions of item (4) of Article 5 of this system);
5. Close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (the specific scope shall be subject to the provisions of item (4) of Article 5 of the system);
6. The company may be affected by the judgment of the CSRC or other independent persons.
(IV) when the general meeting of shareholders deliberates on related party transactions, shareholders under any of the following circumstances shall withdraw from voting:
1. Counterparty;
2. Having direct or indirect control over the counterparty;
3. Directly or indirectly controlled by the counterparty;
4. Directly or indirectly controlled by the same subject as the counterparty;
5. 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 those whose shareholders are natural persons)
6. The voting rights are restricted or affected due to the equity transfer agreement or other agreements with the counterparty or its affiliates that have not been fulfilled;
7. The subject identified by the CSRC or the stock exchange that may cause the company to tilt its interests.
Article 20 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 voting shares. The resolution of the general meeting of shareholders shall fully disclose the voting of non related shareholders.
Article 21 the withdrawal and voting procedures of affiliated directors are as follows:
(I) affiliated directors shall actively apply for withdrawal, otherwise other directors have the right to request their withdrawal;
(II) in case of any dispute over whether the director is an affiliated director, more than half of the board of directors shall adopt a resolution to decide whether the director is an affiliated director and whether to withdraw;
(III) affiliated directors shall not participate in the deliberation and attend the meeting as nonvoting delegates to discuss related transactions;
(IV) when the board of directors votes on related transactions, after deducting the voting rights represented by related directors, the non related directors present at the board of directors shall vote in accordance with the provisions of the articles of association.
Article 22 the withdrawal and voting procedures of affiliated shareholders are as follows:
(I) affiliated shareholders shall actively apply for withdrawal, otherwise other shareholders have the right to apply for withdrawal of affiliated shareholders to the general meeting of shareholders;
(II) when there is a dispute over whether the shareholder is an affiliated shareholder, half of the extraordinary meeting of the board of directors shall adopt a resolution to decide whether the shareholder is an affiliated shareholder and whether to withdraw. The resolution shall be final;
(III) when voting on related transactions at the general meeting of shareholders, after deducting the number of voting shares represented by related shareholders, the non related shareholders attending the general meeting of shareholders shall vote in accordance with the articles of association and the rules of procedure of the general meeting of shareholders.
Chapter VI Information Disclosure of connected transactions
Article 23 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be disclosed in a timely manner.
The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Article 23 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 latest audited net assets of the listed company shall be disclosed in a timely manner.
Article 24 when disclosing related party transactions, the company shall submit the following documents to the stock exchange:
(I) announcement manuscript;
(II) agreement or letter of intent related to the transaction;
(III) resolutions of the board of directors and opinions of independent directors
