Hunan Aihua Group Co.Ltd(603989)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to further standardize the decision-making of the company’s related party transactions, strengthen the management of related party transactions, improve the standard operation level of the company, protect the legitimate rights and interests of the company and all shareholders, 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 stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) This system is hereby formulated in accordance with the relevant provisions of laws, regulations and normative documents such as the standards for the governance of listed companies, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions, and the Hunan Aihua Group Co.Ltd(603989) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall ensure the legality, necessity, rationality and fairness of related party transactions, maintain the independence of the company, and shall not use related party transactions to adjust financial indicators and damage the interests of the company. The parties to the transaction shall not conceal the related party relationship or take other means to circumvent the company’s related party transaction review procedures and information disclosure obligations.
Article 3 the disclosure of related parties and related transactions in the non-financial part of the company’s interim and periodic reports shall comply with the provisions of the stock listing rules and the standards for the content and format of information disclosure by companies offering securities to the public No. 2 – the content and format of annual reports.
The disclosure of related parties and related transactions in the financial report part of the periodic report shall comply with the provisions of the accounting standards for Business Enterprises No. 36 – disclosure of related parties.
Chapter II related party transactions
Article 4 related party transactions of the company refer to the transfer of resources or obligations between the company, its holding subsidiaries and other entities controlled and its related parties, including:
(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) deposit and loan business;
(VI) joint investment by 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） Sign contracts for managing assets and businesses (including entrusted operation, entrusted operation, etc.);
（13） Donated or donated assets;
（14） Reorganization of creditor’s rights or debts;
（15） Transfer of research and development projects;
（16） Sign the license agreement;
（17） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（18） Other matters that may cause the transfer of resources or obligations through agreement, 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 priority assignment to the company jointly invested with related parties.
Article 5 procedures to be performed for related party transactions: the related party transactions of the company shall sign contracts in advance and perform legal review, approval and disclosure procedures in accordance with the stock listing rules and other relevant provisions.
Chapter III basic principles of related party transactions
Article 6 the related party transactions of the company shall follow the following basic principles:
(I) the principles of good faith, equality and voluntariness;
(II) the principles of openness, fairness and fairness;
(III) related party transactions shall comply with the provisions of relevant laws, regulations and the articles of association, comply with the provisions of relevant contracts or agreements signed by the company, and shall not damage the interests of the company and other shareholders.
Chapter IV related parties
Article 7 affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 8 a legal person (or other organization) under any of the following circumstances shall be an affiliated legal person 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 and other entities controlled directly or indirectly by the legal persons mentioned in the preceding paragraph;
(III) legal persons (or other organizations) other than the company, its holding subsidiaries and other entities controlled by the company’s affiliated natural persons referred to in this system who directly or indirectly control, or serve as directors (excluding independent directors of both parties) 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 CSRC, Shanghai 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.
Article 9 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 listed companies;
(III) directors, supervisors and senior managers of legal persons (or other organizations) listed in Item (I) of Article 8 of the system;
(IV) close family members of the persons mentioned in items (I) and (II) 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 the CSRC, Shanghai 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 10 a legal person (or other organization) or natural person under any of the following circumstances shall be deemed to be 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 Article 8 or Article 9;
(II) one of the circumstances specified in Article 8 or Article 9 has occurred in the past 12 months.
Chapter V reporting of related parties
Article 11 the directors, supervisors, senior managers, shareholders holding more than 5% of the shares, actual controllers and persons acting in concert of the company shall timely inform the company of their relationship with the company.
Article 12 the audit committee of the company shall confirm the list of related persons of the company and report to the board of directors and the board of supervisors in a timely manner.
Article 13 the company shall timely fill in or update the list of related persons and related relationship information of the company online through the “special area for listed companies” on the website of Shanghai Stock Exchange.
Article 14 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) the name of the legal person and the national unified social credit code of the legal person;
(II) description of the relationship with the company.
Article 15 the company shall disclose the relationship between related parties and the company layer by layer, stating:
(I) full name of the controlling party or share holder and national unified social credit code (if any);
(II) the full name of the controlled party or the invested party and the national unified social credit code (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 VI pricing of related party transactions
Article 16 connected transaction price refers to the transaction price of goods or services involved in the connected transaction between the company and connected persons.
Article 17 when conducting related party transactions, the company shall sign a written agreement to clarify the pricing policy of related party transactions.
When signing an agreement involving connected transactions with the company, the company’s connected persons shall take the following avoidance measures: any individual can only sign an agreement on behalf of one party; Affiliates shall not interfere with the company’s decision in any way.
In case of major changes in the transaction price and other major terms in the agreement during the execution of related party transactions, the company shall
Article 18 the pricing of related party transactions of the company shall be fair. When determining the price of related party transactions, the principles of fairness, impartiality, openness and compensation for equal value shall be followed, and the following principles shall be followed:
(I) if the transaction is priced by the government, the price can be directly applied;
(II) if the transaction is subject to the government guided price, the transaction price can be reasonably determined within the scope of the government guided price; (III) in addition to the government fixed price or government guided price, if there is a comparable market price or charging standard of an independent third party for the transaction, the transaction price can be determined with priority by referring to the price or standard;
(IV) if there is no comparable independent third party market price for related matters, the transaction price can be determined by referring to the price of non related transactions between related parties and third parties independent of related parties;
(V) if there is neither the market price of an independent third party nor the price of an independent unrelated transaction for reference, a reasonable constituent price can be used as the basis for pricing, and the constituent price is a reasonable cost plus reasonable profit.
Article 19 when determining the price of related party transactions in accordance with item (III), (IV) or (V) of the preceding article, the company may adopt the following pricing methods according to different related party transactions:
(I) cost plus method, which is based on the reasonable cost of related party transactions plus the gross profit of comparable non related party transactions. Applicable to related party transactions such as procurement, sales, transfer and use of tangible assets, provision of labor services, financing and so on;
(II) resale price method: the fair transaction price of goods purchased by related parties is the price of goods purchased by related parties for resale to non related parties minus the gross profit of comparable non related transactions. It is applicable to simple processing or simple purchase and sales business in which the reseller does not change the appearance, performance, structure or change the trademark of the goods;
(III) the comparable uncontrolled price method is based on the price charged by non related parties for the same or similar business activities as related party transactions. Applicable to all types of connected transactions;
(IV) transaction net profit method: the net profit of connected transactions is determined by the profit level index of comparable non connected transactions. Applicable to related party transactions such as procurement, sales, transfer and use of tangible assets and provision of labor services;
(V) profit split method: calculate the amount of profits that should be distributed according to the contribution of the company and its related parties to the consolidated profits of related party transactions. It is applicable to the situation that the related party transactions of all participants are highly integrated and it is difficult to evaluate the transaction results of all parties separately.
Article 20 if the company’s connected transactions cannot be priced according to the above principles and methods, the price of the connected transactions shall be disclosed
Chapter VII disclosure and approval procedures of connected transactions
Article 21 the following related party transactions (except cash assets and guarantees provided by the company) shall take effect after being approved by the legal representative of the company:
(I) the amount of a single connected transaction between the company and the connected legal person is less than RMB 3 million, or exceeds the above amount but does not exceed 0.5% of the absolute value of the company’s latest audited net assets;
(II) the amount of a single connected transaction between the company and a connected natural person is less than 300000 yuan;
(III) the cumulative amount of connected transactions between the company and the connected legal person on the same subject matter or between the company and the connected legal person within 12 consecutive months is less than RMB 3 million, or exceeds the above amount but does not exceed 0.5% of the absolute value of the company’s latest audited net assets;
(IV) the cumulative amount of connected transactions between the company and the connected natural person on the same subject matter or between the company and the connected natural person within 12 consecutive months is less than 300000 yuan.
Article 22 the following related party transactions (except cash assets and guarantees provided by the company) shall take effect after being approved by the board of directors of the company and shall be disclosed in a timely manner:
(I) related party transactions with a transaction amount (including debts and expenses) of more than 300000 yuan between the company and related natural persons;
(II) related party transactions between the company and related legal persons (or other organizations) with a transaction amount (including debts and expenses) 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.
Article 23 in addition to the consideration and timely disclosure of the following related party transactions (except the company’s gift of cash assets and the provision of guarantee), the company shall also hire an intermediary institution with the qualification to engage in Securities and futures related business to evaluate or audit the trading targets (the trading targets involved in related party exchanges related to daily operation may not be audited or evaluated), And submit the transaction to the general meeting of shareholders for deliberation and approval before it takes effect:
(I) the amount of a single connected transaction between the company and its connected persons (except for the company’s cash assets and guarantees) is more than 30 million yuan, accounting for more than 5% of the absolute value of the company’s latest audited net assets;
(II) the cumulative amount of related party transactions (excluding cash assets and guarantees provided by the company) between the company and related parties on the same subject matter or between the company and the same related party within 12 consecutive months is more than 30 million yuan, accounting for more than 5% of the absolute value of the company’s latest audited net assets.
Article 24 a guarantee provided by the company to a related person shall be deliberated and approved by more than half of all non related directors, and shall also be deliberated and approved by more than two-thirds of the non related directors attending the meeting of the board of directors, and a resolution shall be made and submitted to the general meeting of shareholders for deliberation.
Where the company provides guarantee for shareholders holding less than 5% of the shares, the provisions of the preceding paragraph shall apply, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders.
