Estun Automation Co.Ltd(002747)
Administrative measures for related party transactions
(March 2022)
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Estun Automation Co.Ltd(002747) (hereinafter referred to as “the company”), safeguard the legitimate rights and interests of the company’s shareholders and ensure that the related party transactions between the company and related parties comply with the principles of fairness and impartiality, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These measures are hereby formulated in accordance with relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the provisions of Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the articles of association).
Article 2 the related party transactions of the company shall follow the following basic principles:
(I) the principles of good faith, equality, voluntariness, fairness, openness and fairness shall not harm the interests of the company and other shareholders;
(II) when determining the price of related party transactions, it shall follow the principles of fairness, impartiality, openness and compensation for equal value, and shall be determined by written agreement;
(III) the principle of affiliated directors and affiliated shareholders avoiding voting;
(IV) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective standards, and shall employ professional appraisers and independent financial consultants when necessary.
(V) normative principles of information disclosure
Chapter II related parties
Article 3 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 4 a legal person 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 person in Item (I) above;
(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 companies listed in Article 5 of these measures, or where the affiliated natural persons act as directors 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 company according to the principle of substance over form, which have a special relationship with the company and may lead to the preference of the interests of the company.
Article 5 the affiliated natural person of the company refers to any of the following natural persons:
(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 the CSRC, the stock exchange and the company according to the principle of substance over form and having special relationship with the company, which may lead to the preference of the company’s 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 5 of these measures;
(II) one of the circumstances specified in Article 4 or 5 of these measures 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 declaration information of associated natural persons includes name, ID number and the description of the relationship with the company. The related legal person’s declaration information includes the name of the legal person, the uniform social credit code or the organization code, and the explanation related to the company.
Article 8 the company shall, in accordance with the listing rules and other relevant provisions of Shenzhen Stock Exchange, determine the list of the company’s connected persons and update it in time to ensure that the list of connected persons is true, accurate and complete. When the company and its wholly-owned and holding subsidiaries have transaction activities, the relevant responsible person shall carefully consult the list of connected persons and carefully judge whether it constitutes connected transactions. If it constitutes a connected transaction, it shall perform the obligations of examination and approval and reporting within its respective authorities.
The Finance Department of the company is responsible for determining the list of affiliated legal persons and affiliated natural persons of the company in the first quarter of each year and issuing it to all holding subsidiaries and relevant departments. All holding subsidiaries and relevant departments of the company cooperate with the finance department in the identification and management of connected transactions within their respective authorities and report to the finance department in time.
The specific responsibilities of the company’s holding subsidiaries and relevant departments in the management of related party transactions include:
(I) understand and master various regulations on related parties and related transactions;
(II) timely declare and provide transaction information and materials;
(III) monitor the execution of transactions and report in time in case of abnormalities.
Chapter III related party transactions
Article 9 related party transactions referred to in these Measures refer to the transfer of resources or obligations between the company and its holding subsidiaries and related parties. Including but not limited to the following matters:
(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) leased in or leased out assets;
(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;
（15） Joint investment with related parties;
（16） Other matters that may cause the transfer of resources or obligations through agreement;
（17） Other transactions recognized by Shenzhen Stock Exchange.
Article 10 the capital transactions between the company and its affiliates shall comply with the following provisions:
(I) the occupation of the company’s funds shall be strictly restricted in the business capital transactions between the related parties and the company.
Affiliates 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;
(II) the company shall not directly or indirectly provide funds to related parties in the following ways:
1. Advance and bear wages, welfare, insurance, advertising and other expenses, costs and other expenses for the company’s affiliates;
3. Paid or gratuitous, direct or indirect inter-bank lending of funds to the company’s affiliates, except for funds provided by other shareholders of the company participating in the company in the same proportion. The aforementioned “joint stock company” does not include companies controlled by controlling shareholders and actual controllers;
4. The company provides entrusted loans to its affiliates through banks or non bank financial institutions;
5. The company entrusts its affiliates to carry out investment activities;
6. The company issues commercial acceptance bills without real transaction background for its affiliates;
7. The company provides funds to the company’s affiliates in the form of purchase payment, asset transfer payment and advance payment when there is no consideration for goods and services or when it is obviously contrary to business logic;
8. Failing to repay the debts formed by the company’s guarantee liability to the company’s affiliates in time;
9. Other methods recognized by CSRC and Shenzhen Stock Exchange.
The controlling shareholder and actual controller shall not occupy the company’s funds in the form of “occupation during the period and return at the end of the period” or “small amount and multiple batches”.
Article 11 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 and non related shareholders.
Article 12 the company shall take effective measures to prevent shareholders and their affiliates from occupying or transferring the company’s funds, assets and other resources in various forms.
Article 13 the directors, supervisors and senior managers of the company have the obligation to pay attention to whether the company has misappropriated funds and other issues that encroach on the interests of the company. The independent directors and supervisors of the company shall check the capital transactions between the company and its affiliates at least once a quarter to understand whether the company is occupied or transferred by directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates. In case of any abnormality, they shall timely submit it to the board of directors of the company to take corresponding measures.
Article 14 in case of any loss or possible loss to the company due to the occupation or transfer of the company’s funds, assets or other resources by related persons, the board of directors of the company shall timely take protective measures such as litigation and property preservation to avoid or reduce the loss and investigate the responsibilities of relevant personnel.
Chapter IV avoidance measures for related party transactions
Article 15 when the affiliated person of the company signs the affiliated transaction agreement with the company, any person can only sign the agreement on behalf of one party, and the affiliated person shall not interfere with the decision of the company in any way.
Article 16 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 meeting of the board of directors can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. 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.
The affiliated directors mentioned in the preceding paragraph include the following directors or directors under any of the following circumstances:
(I) is the counterparty;
(II) having direct or indirect control over the counterparty;
(III) working in the counterparty, or in the legal person or 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 (see item (IV) of Article 5 of these measures for the specific scope);
(V) close family members of the directors, supervisors or senior managers of the counterparty or its direct or indirect controllers (see item (IV) of Article 5 of these measures for the specific scope);
(VI) directors whose independent business judgment may be affected identified by the CSRC, the stock exchange and the company for other reasons.
Article 17 the avoidance measures of affiliated directors are:
(I) when discussing and voting on matters related to a director at the meeting of the board of directors, the director shall report to the board of directors and make necessary withdrawal. If there are circumstances that should be withdrawn but did not take the initiative to withdraw, other directors and non voting supervisors may make a withdrawal request to the host and explain the detailed reasons for withdrawal;
(II) when the board of directors votes on related transactions, the director shall not participate in the voting and shall not be included in the quorum of the voting.
When the general meeting of shareholders votes on related party transactions, related shareholders shall withdraw from voting; The voting rights held by affiliated shareholders are not included in the total number of voting shares attending the general meeting of shareholders.
The affiliated shareholders mentioned in the preceding paragraph include the following shareholders or shareholders under any of the following circumstances:
(I) is the 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) shareholders whose voting rights are restricted and affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
(VI) close family members of the counterparty or its direct or indirect controller (see item (IV) of Article 5 of these measures for the specific scope);
(VII) 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);
(VIII) legal person or natural person identified by CSRC, stock exchange and the company that may cause the company to favor its interests.
Article 18 avoidance measures for affiliated shareholders:
When related shareholders consider related party transactions at the general meeting of shareholders, the meeting host and witness lawyer shall remind related shareholders to avoid voting before voting. Affiliated shareholders shall take the initiative to explain the situation to the general meeting of shareholders and make it clear that they will not participate in the voting. If a shareholder fails to actively explain the relationship and avoid, other shareholders may require him to explain the situation and avoid. If the shareholder insists on voting, all other shareholders attending the general meeting of shareholders shall vote in accordance with the special resolution procedure.
If the shareholders of the voting matters are all affiliated shareholders, all shareholders can participate in the voting.
Chapter V deliberation and disclosure of connected transactions
Article 19 related party transactions between the company and related parties shall be signed in writing to clarify the rights, obligations and legal liabilities of both parties, which shall take effect after being signed and sealed by the legal representatives or authorized representatives of both parties.
Article 20 any guarantee provided by the company for its 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.
Where the company provides guarantee for shareholders holding less than 5% of the shares, the provisions of the preceding paragraph shall apply, and the affiliated shareholders shall withdraw from voting at the general meeting of shareholders
