Fujian Rongji Software Co.Ltd(002474)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to strengthen the management of related party transactions of Fujian Rongji Software Co.Ltd(002474) (hereinafter referred to as “the company” or “the company”), safeguard the legitimate interests of all shareholders of the company and ensure that the related party transactions between the company and related parties comply with the principles of fairness, impartiality and openness, in accordance with the provisions of the normative documents of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on regulating related party transactions 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, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, the regulatory guidelines for listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, and This system is formulated in accordance with the relevant provisions of the Fujian Rongji Software Co.Ltd(002474) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 related party transactions of the company shall follow the following basic principles:
(I) the principles of honesty and credibility, equality and voluntariness;
(II) the principle of not damaging the legitimate rights and interests of the company and non affiliated shareholders;
(III) avoidance principle of affiliated shareholders and directors;
(IV) related party transactions shall follow the principles of market justice, fairness, openness and fairness, and shall not conceal related party relationships or de associate related party transactions. In principle, the price or charging of related party transactions shall not deviate from the standards of independent third parties in the market. For related party transactions that are difficult to compare market prices or whose pricing is limited, the standards related to costs and profits shall be clarified through contracts;
(V) the principle of signing a written agreement to clarify the rights, obligations and legal responsibilities of both parties to the transaction.
Chapter II related party transactions, related parties and related relationships
Article 3 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiary and its related parties, including:
(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) leased in or leased out assets;
(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） Purchase of raw materials, fuel and power;
（14） Selling products and commodities;
（15） Providing or receiving labor services;
（16） Entrusted or entrusted sales;
（17） Deposit and loan business;
（18） Joint investment with related parties;
（19） Other matters that may cause the transfer of resources or obligations through agreement;
（20） Other transactions recognized by Shenzhen Stock Exchange (hereinafter referred to as “the exchange”).
Article 4 the affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
The legal person or other organization under any of the following circumstances is the affiliated legal person (or other organization) of the company:
(I) legal person (or other organization) that directly or indirectly controls 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) holding more than 5% of the shares of the company and their persons acting in concert; (IV) 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 listed in the system, or serve as directors (excluding independent directors of both parties) and senior managers.
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 legal persons (or other organizations) who directly or indirectly control the company;
(IV) the close family members of the persons mentioned in (I) and (II) above include: spouse, parents, children over the age of 18 and their spouses, brothers and sisters and their spouses, parents of spouses, brothers and sisters of spouses and parents of children’s spouses.
In the past 12 months or according to relevant agreements, the legal person (or other organization) and natural person in one of the situations mentioned in paragraph 2 and paragraph 3 shall be the affiliated person of the company.
According to the principle of substance over form, the CSRC, the exchange or the company identify other natural persons, legal persons (or other organizations) that have a special relationship with the company and may or have caused the company to favor their interests as the related persons of the company.
If the company and the legal person (or other organization) listed in Item (II) above are controlled by the same state-owned assets management institution and form the situation described in this item, it does not constitute a related 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 listed company. When the company and its subordinate holding subsidiaries have trading activities, the relevant responsible persons shall carefully consult the list of connected persons and prudently 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 authority.
Article 5 the board of directors, the controller and the associated persons of the company shall timely submit the list of the actual shareholders, the supervisors and their associated persons of the company, and the actual actions of more than 5% of the company’s shareholders, controllers and their associated persons. The company shall timely fill in or update the list of the company’s affiliates and the information of their relationships through the business management system of the website of the exchange.
Chapter III decision making authority of connected transactions
Article 6 decision making authority of connected transactions:
(I) if the transaction between the company and its related parties (except for providing guarantee) meets one of the following standards, it shall be implemented after deliberation and approval by the chairman of the board of directors:
1. Transactions with related natural persons with a transaction amount of no more than 300000 yuan;
2. Transactions with affiliated legal persons (or other organizations) with a transaction amount of no more than 3 million yuan or accounting for no more than 0.5% of the absolute value of the company’s latest audited net assets.
(II) if the transaction (providing guarantee) between the company and related parties meets one of the following standards, it shall be reviewed and approved by the board of directors of the company and disclosed in time:
1. Transactions with connected natural persons with a transaction amount of more than 300000 yuan;
2. Transactions with affiliated legal persons (or other organizations) 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.
(III) in addition to providing guarantee, the related party transactions between the company and related parties with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors of the company, and the audit report or evaluation report meeting the requirements of the Listing Rules shall also be disclosed. The related party transactions can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
Although the company’s related party transactions fail to meet the standards specified in the preceding paragraph, the CSRC and the exchange may require the company to submit them to the general meeting of shareholders for deliberation in accordance with the principle of prudence, and apply the relevant audit or evaluation requirements in accordance with the provisions of the preceding paragraph.
Where the company submits to the general meeting of shareholders for deliberation in accordance with other laws and regulations or the articles of association, or voluntarily submits to the general meeting of shareholders for deliberation, it shall disclose the audit report or evaluation report that meets the requirements of the listing rules, unless otherwise stipulated by the exchange.
In case of any of the following transactions between the company and related parties, the company may be exempted from audit or evaluation:
(I) daily connected transactions specified in article 6.3.19 of the listing rules;
(II) all parties such as related parties make capital contributions in cash, and the equity proportion of each party in the invested subject shall be determined according to the proportion of capital contribution;
(III) other circumstances stipulated by the exchange.
Article 7 the company shall not provide financial assistance to the related persons specified in Article 4 of the system, except to the related joint-stock company (excluding the subject controlled by the controlling shareholder and actual controller of the company), and other shareholders of the joint-stock company shall provide financial assistance with the same conditions according to the proportion of capital contribution.
If the company provides financial assistance to the affiliated joint-stock company specified in the preceding paragraph, in addition to being deliberated and approved by more than half of all non affiliated directors, it shall also be deliberated and approved by more than two-thirds of the non affiliated directors attending the board meeting and submitted to the general meeting of shareholders for deliberation.
The term “affiliated joint-stock company” as mentioned in this article refers to the affiliated legal person (or other organization) of the company with shares and belonging to the company specified in Article 4 of this system.
Article 8 where the company provides guarantee for related parties, in addition to being deliberated and approved by more than half of all non related directors, it shall also be deliberated and approved by more than 2 / 3 of the non related directors attending the board meeting and make a resolution, which shall be submitted to the general meeting of shareholders for deliberation. Where the company provides guarantee for shareholders, actual controllers and their affiliates, the controlling shareholders, actual controllers and their affiliates shall provide counter guarantee.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
If the guaranteed party becomes an affiliate of the company due to the transaction, the company shall perform corresponding review procedures and information disclosure obligations on the existing affiliated guarantee while implementing the transaction or affiliated transaction.
If the board of directors or the general meeting of shareholders fails to consider and approve the related guarantee matters specified in the preceding paragraph, all parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 9 for entrusted financial management between the company and related parties, if it is difficult to perform the review procedures and disclosure obligations for each investment transaction due to transaction frequency and timeliness requirements, the investment scope, investment amount and period can be reasonably predicted, and the amount shall be taken as the calculation standard, and the provisions of Article 6 of this system shall apply.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment limit.
Article 10 where the company purchases assets from related parties, which shall be submitted to the general meeting of shareholders for deliberation in accordance with the provisions, and the transaction price exceeds 100% of the book value of the transaction object, if the counterparty fails to provide the profit guarantee, compensation commitment or repurchase commitment of the transaction object within a certain period of time, the company shall explain the specific reasons, whether relevant safeguard measures are taken, and whether it is conducive to protecting the interests of the company and the legitimate rights and interests of minority shareholders.
If the purchase or sale of assets by the company may lead to the occupation of non operating funds by the controlling shareholders, actual controllers and other related persons of the company after the completion of the transaction, the company shall specify a reasonable solution in the announcement and solve it before the completion of the relevant transaction to avoid the occupation of non operating funds.
Article 11 the amount of related party transactions between the company and related parties shall be determined as follows, and the provisions of Article 6 of this system shall apply:
(I) where the company and its affiliates have deposits, loans and other businesses involving financial institutions, the interest on deposits or loans shall prevail, and the provisions of Article 6 of this system shall apply.
(II) if the company’s waiver of rights leads to related party transactions with its related parties, the provisions of Article 6 of this system shall apply in accordance with the standards of Article 9 of this system.
Where the company directly or indirectly waives the right of preemptive purchase or subscribed capital contribution of the controlled enterprise, resulting in changes in the scope of the consolidated statements, the higher of the amount waived and the relevant financial indicators of the entity shall prevail, and the relevant provisions of the listing rules and Article 6 of this system shall apply.
If the company’s waiver of rights does not lead to the change of the scope of the company’s consolidated statements, but the proportion of the equity of the subject decreases compared with the non waiver of rights, the higher of the amount waived and the relevant financial indicators calculated according to the proportion of equity change shall prevail, and the relevant provisions of the listing rules and Article 6 of this system shall apply.
If the company waives its rights in part, the higher of the calculated index in the previous two paragraphs and the actual transferee or capital contribution shall prevail, and the relevant provisions of the listing rules and Article 6 of this system shall apply.
(III) for joint investment between the company and related parties, the investment amount of the company shall be taken as the transaction amount, and the provisions of Article 6 of this system shall apply.
If the company and its affiliates increase their capital in cash with the same consideration and proportion to the affiliated joint investment enterprise controlled by the company, which meets the standard that should be submitted to the general meeting of shareholders for deliberation, they may be exempted from audit or evaluation in accordance with the listing rules and the relevant provisions of this system.
(IV) if the company’s affiliates unilaterally transfer the equity or investment shares of other shareholders of the company’s equity subjects, which involves the waiver of rights, the provisions of Article 6 of this system shall apply in accordance with the standards of Article 9 of this system; If the waiver of rights is not involved, but may have a significant impact on the company’s financial status and operating results or lead to changes in the relationship between the company and the subject, the company shall disclose it in time. (V) in case of any transaction or relevant arrangement between the company and related persons involving possible payment or receipt of contingent consideration in the future, the expected maximum amount shall be the transaction amount, and the provisions of Article 6 of this system shall apply.
Article 12 If the company and its related parties have related party transactions related to daily operation listed in items (13) to (17) of Article 2 of the system, it shall timely disclose and perform the review procedures in accordance with the provisions of Article 6 of the system in accordance with the following standards:
(I) for the first day-to-day connected transactions, the company shall perform the review procedures and disclose them in time according to the transaction amount involved in the agreement; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation;
(II) in case of major changes in the main terms of the agreement during actual implementation or renewal of the agreement upon expiration, the review procedures shall be performed and disclosed in a timely manner in accordance with the transaction amount involved in the newly revised or renewed agreement;
(III) for a large number of daily connected transactions that occur every year, new daily connected transactions are often concluded due to the need
