Estun Automation Co.Ltd(002747)
Disposal system of major events
(March 2022)
Article 1 in order to improve and perfect the governance structure of Estun Automation Co.Ltd(002747) (hereinafter referred to as the "company") and ensure the smooth operation and management of the company, this system is formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the stock listing rules of Shenzhen Stock Exchange and the Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the company shall strictly abide by the provisions of relevant laws, regulations, normative documents and the articles of association, and ensure the effective exertion of the respective authorities of the general meeting of shareholders, the board of directors and the management in the transaction decision-making, so as to clarify the rights and responsibilities and ensure the efficient operation of the company.
Article 3 unless otherwise stipulated or required by relevant laws, regulations, articles of association or resolutions of the general meeting of shareholders, the division of authority of the company for decision-making on transactions and major business matters shall be implemented in accordance with this system.
Article 4 the transactions referred to in this system include the following types of events that occur in addition to the company's daily business activities:
(I) purchase of assets;
(II) sale of assets;
(III) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(IV) provide financial assistance (including entrusted loans);
(V) provide guarantee (including guarantee for holding subsidiaries);
(VI) assets leased in or leased out;
(VII) entrusted or entrusted management of assets and businesses;
(VIII) donated or donated assets;
(IX) reorganization of creditor's rights or debts;
(x) transfer or transfer of R & D projects;
（11） Sign the license agreement;
（12） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（13） Other transactions recognized by Shenzhen Stock Exchange.
Article 5 if the transaction of the company meets one of the following standards, it shall be submitted to the board of directors for deliberation and approval: (I) the total assets involved in the transaction account for more than 10% of the company's total assets audited in the latest period.
However, if the total assets involved in the transaction account for more than 50% of the company's total assets audited in the latest period, it shall be submitted to the general meeting of shareholders for deliberation.
If the total assets involved in the above transactions have both book value and evaluation value, the higher one shall be taken as the calculation data.
(II) if the net assets involved in the transaction object (such as equity) account for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan, it shall be submitted to the general meeting of shareholders for deliberation.
If the net assets involved in the above transactions have both book value and assessed value, the higher one shall be taken as the calculation data.
(III) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan.
However, if the relevant operating income of the transaction object (such as equity) accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan, it shall be submitted to the general meeting of shareholders for deliberation.
(IV) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited net profit of the company in the latest accounting year, and the absolute amount exceeds 1 million yuan.
However, if the net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan, it shall be submitted to the general meeting of shareholders for deliberation.
(V) the transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 10 million yuan.
However, if the transaction amount (including debts and expenses) accounts for more than 50% of the company's latest audited net assets and the absolute amount exceeds 50 million yuan, it shall be submitted to the general meeting of shareholders for deliberation.
(VI) the profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
However, if the profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year and the absolute amount exceeds 5 million yuan, it shall be submitted to the general meeting of shareholders for deliberation.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
The "transaction" mentioned in this article is consistent with the definition in Article 4 of this system.
Article 6 if the transaction of the company meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors:
(I) the total assets involved in the transaction account for more than 50% of the company's total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
If the net book value of the company's net assets involved in the latest transaction is more than RMB 50 million, and the audited net amount of the subject assets accounts for more than RMB 50 million, the higher one shall prevail;
(III) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
(IV) the related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(V) the transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan;
(VI) the profit generated from the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the above index calculation is negative, its absolute value shall be taken for calculation.
If the transaction of the company falls into one of the following circumstances, it may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with the provisions of this article, but the obligation of information disclosure shall still be performed in accordance with the relevant provisions: (I) the company has transactions that do not involve consideration payment and do not have any obligations, such as receiving cash assets and obtaining debt relief; (II) the transactions of the company only meet the standards of item (IV) or (VI) of paragraph 1 of this article, and the absolute value of the company's earnings per share in the latest fiscal year is less than 0.05 yuan.
Article 7 where the company and the same trading party have two transactions in opposite directions other than items (III) to (V) of paragraph 1 of Article 4 at the same time, the approval shall be calculated according to the higher of the transaction indicators in a single direction.
Article 8 where the subject matter of the transaction is the company's equity, and the purchase or sale of the equity will lead to changes in the scope of the company's consolidated statements, the total assets and main business income of the company corresponding to the equity shall be regarded as the total assets involved in the transaction mentioned in article 5 and the main business income related to the subject matter of the transaction.
Article 9 Where the transaction meets the standards specified in Article 6, if the subject matter of the transaction is the equity of the company, the company shall employ an accounting firm qualified to perform securities and futures related business to audit the financial and accounting report of the subject matter of the transaction in the latest year and another period. The audit opinion issued by the accounting firm shall be unqualified, and the audit deadline shall not exceed six months from the signing date of the agreement.
If the subject matter of the transaction is other assets other than the company's equity, the company shall employ an asset appraisal firm qualified to carry out securities and futures related business to conduct the appraisal. The benchmark date of the appraisal shall not exceed one year from the date of the shareholders' meeting to consider the relevant transaction matters.
If the company's transactions meet the standards specified in Articles 5 and 6 of this system, and the counterparty takes non cash assets as transaction consideration or offsets the debts of the listed company, it shall disclose the audit report or evaluation report of the assets involved that meet the requirements of paragraphs 1 and 2. If the relevant transaction does not need to be submitted to the general meeting of shareholders for deliberation, the time from the audit base date or evaluation base date to the convening date of the board of directors or the announcement date of relevant matters shall not exceed the time limit required in paragraphs 1 and 2.
Article 10 the transaction of "purchase or sale of assets" stipulated in Article 4 of the system shall take the higher of the total assets and transaction amount as the calculation standard, and shall be calculated cumulatively within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches more than 30% of the total assets audited in the latest period, in addition to disclosure and audit or evaluation with reference to Article 9, it shall also be submitted to the general meeting of shareholders for deliberation, And approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. Those who have fulfilled relevant obligations in accordance with Articles 5 and 6 shall not be included in the scope of relevant cumulative calculation.
Article 11 Where a company invests abroad to establish a limited liability company or a joint stock limited company, and the amount of capital contribution can be paid in installments in accordance with the provisions of the company law, the provisions of Articles 5 and 6 shall apply based on the total amount of capital contribution agreed in the agreement.
Article 12 transactions such as "providing financial assistance", "bank loans and providing guarantees" and "entrusted financial management" stipulated in Article 4 of the system shall be calculated based on the amount incurred and accumulated within 12 consecutive months according to the transaction type. If the accumulated amount reaches the standards specified in Articles 5 and 6, it shall be deliberated and approved by the board of directors or the general meeting of shareholders in accordance with Articles 5 and 6. Those who have fulfilled relevant obligations in accordance with Articles 5 and 6 shall not be included in the scope of relevant cumulative calculation.
Article 13 the provisions of Articles 5 and 6 shall apply to the similar transactions related to the transaction subject matter of the company within 12 consecutive months in accordance with the principle of cumulative calculation. Those who have fulfilled relevant obligations in accordance with Articles 5 and 6 shall not be included in the scope of relevant cumulative calculation.
Article 14 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the company's latest audited total assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(V) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company's total assets audited in the latest period;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
When the board of directors deliberates the guarantee matters, it shall be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be passed by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 15 Unless otherwise specified, the transactions between the company and the holding subsidiaries within the scope of the consolidated statements or between the above holding subsidiaries are exempted from the corresponding approval procedures in accordance with the provisions of this system.
Article 16 the transactions of the company shall be approved by the general manager or authorized by the general manager, except those that must be submitted to the general meeting of shareholders or the board of directors for deliberation in accordance with the provisions of this system.
Article 17 the decision-making authority involving related party transactions shall be implemented in accordance with the company's measures for the administration of related party transactions.
Article 18 If there is a conflict between the decision-making standards stipulated in this system, resulting in more than two institutions having the right to approve the same matter, it shall be approved by the lower authority with the right to approve.
Article 19 If the system is inconsistent with relevant national laws, regulations, departmental rules, relevant provisions of Shenzhen Stock Exchange and the articles of association, it shall be implemented in accordance with relevant national laws, regulations, departmental rules, provisions of Shenzhen Stock Exchange and the articles of association.
Article 20 the terms "above" and "below" in this system include this number; "Between", "over" and "below" do not include this number.
Article 21 the system shall come into force after being deliberated and approved by the general meeting of shareholders of the company.
Article 22 the power of interpretation of this system belongs to the board of directors of the company.
