Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Related party transaction decision system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further regulate the related party transactions of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”), ensure the fairness of related party transactions and effectively protect the interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange and other laws This system is hereby formulated in accordance with the provisions of laws and regulations, normative documents and Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the company’s connected transactions shall follow the principles of openness, fairness, impartiality and good faith, and shall not damage the rights and interests of the company, all shareholders, especially small and medium-sized shareholders.
Article 3 the audit committee under the board of directors of the company shall perform the duties of controlling and daily managing the related party transactions of the company.
Chapter II identification of related parties and related transactions
Article 4 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 5 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 entities listed in Item (I) above;
(III) legal persons or other organizations other than the company and its holding subsidiaries directly or indirectly controlled by the company’s affiliated natural persons listed in Article 7 of the system or served as directors and senior managers by the affiliated natural persons;
(IV) legal persons or other organizations holding more than 5% of the shares of the company;
(V) other legal persons or other organizations identified by China Securities Regulatory Commission (hereinafter referred to as “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 cause the company to favor its interests, including legal persons or other organizations holding more than 10% of the shares of the holding subsidiary that has an important impact on the company.
Article 6 if the company and the entity listed in Item (II) of the preceding article are controlled by the same state-owned assets management institution, it will not form an association relationship, except that the legal representative, general manager or more than half of the directors of the entity concurrently serve as the directors, supervisors or senior managers of the company. Article 7 a natural person under any of the following circumstances shall be an affiliated natural person of the company: (I) a natural person who directly or indirectly holds 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 affiliated legal persons listed in Item (I) of Article 5;
(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 China Securities Regulatory Commission, Shanghai Stock Exchange or the company according to the principle of substance over form that have a special relationship with the company and may cause the company to favor its interests, including natural persons holding more than 10% of the shares of the holding subsidiary that has an important impact on the company.
Article 8 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) 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 5 or Article 7;
(II) one of the circumstances specified in Article 5 or Article 7 has occurred in the past 12 months.
Article 9 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 its related parties, including but not limited to the following transactions:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, entrusted loans, etc.);
(III) providing financial assistance;
(IV) provide guarantee;
(V) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights and debts;
(IX) sign a license agreement;
(x) transfer or transfer of research and development projects;
（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） Deposits and loans in the financial company of related parties;
（16） Joint investment with related parties;
（17） Other matters that may lead to the transfer of resources or obligations identified by the CSRC, Shanghai 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 preemptive transfer right to the company jointly invested with related parties. Chapter III Reporting of related parties
Article 10 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 11 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 12 the company shall timely fill in or update the list of the company’s related persons and the information of related relationships online through the website of Shanghai Stock Exchange.
Article 13 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) name and organization code of legal person;
(II) description of the relationship with the company.
Article 14 the company shall disclose the relationship between related parties and the company layer by layer, stating:
(I) full name and organization code of the controlling party or share holder (if any);
(II) full name and organization code of the controlled party or the invested party (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 IV decision making procedures for connected transactions
Article 15 when the board of directors of the company deliberates on related party transactions, related directors shall avoid voting and shall not exercise voting rights on behalf of other directors.
The meeting of the board of directors of the company can be held only when more than half of the non affiliated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the non affiliated directors. If the number of non affiliated directors attending the board meeting is less than three, the company shall submit the transaction to the general meeting of shareholders for deliberation.
The affiliated directors referred to in this system include the following directors or directors under any of the following circumstances:
(I) is the counterparty;
(II) being the direct or indirect controller of the counterparty;
(III) working in the counterparty, or in the legal person or other 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 7 of the system for the specific scope);
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (see item (IV) of Article 4 of the system for the specific scope);
(VI) directors identified by the CSRC, Shanghai Stock Exchange or the company as having a conflict of interest with the company that may affect their independent business judgment.
Article 16 when the company’s general meeting of shareholders deliberates on related party transactions, related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders.
The company’s affiliated shareholders referred to in this system refer to the shareholders under any of the following circumstances:
(I) is the counterparty;
(II) being the direct or indirect controller of the counterparty;
(III) directly or indirectly controlled by the counterparty;
(IV) directly or indirectly controlled by the same legal person or other organization 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) legal person or natural person identified by CSRC or Shanghai stock exchange that may cause the company to favor its interests.
Chapter V disclosure of connected transactions
Article 17 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be disclosed in time. The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Article 18 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 19 If the amount of transactions between the company and its related parties (except for the company’s cash assets and guarantee, and the debt simply exempted from the company’s obligations) is more than 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, in addition to timely disclosure, the company shall also hire an intermediary institution qualified to perform securities and futures related business to evaluate or audit the transaction object, And submit the transaction to the general meeting of shareholders for deliberation. Related party transactions that fail to meet the above standards shall be decided by the board of directors. If the company conducts the same connected transaction in several times within 12 consecutive months, it shall be calculated based on the cumulative number of transactions during this period (deducting the part that has been deliberated and approved by the general meeting of shareholders).
Article 20 any guarantee provided by the company for related parties, regardless of the amount, shall be disclosed in time after the deliberation and approval of the board of directors and submitted to the general meeting of shareholders for deliberation. Where the company provides guarantee for shareholders holding less than 5% of the company’s shares, the provisions of the preceding paragraph shall apply, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders.
Article 21 Where a company and its affiliates jointly contribute to the establishment of a company, the amount of capital contribution of the company shall be taken as the transaction amount, and the provisions of Articles 17, 18 or 19 of this system shall apply.
Article 22 Where the company intends to give up the right of capital increase or priority assignment in the same proportion to the company jointly invested with related parties, the amount involved in the company’s waiver of the right of capital increase or priority assignment shall be the transaction amount, and the provisions of Articles 17, 18 or 19 of this system shall apply. If the company’s waiver of the right to increase capital or the right of preemptive transfer will lead to changes in the scope of the company’s consolidated statements, the transaction amount shall be the total net assets of the company corresponding to the company’s proposed waiver of the right to increase capital or the right of preemptive transfer at the end of the most recent period, and the provisions of Articles 17, 18 or 19 of this system shall apply.
Article 23 when the company conducts connected transactions such as “providing financial assistance” and “entrusted financial management”, it shall take the amount as the calculation standard of disclosure, and calculate it cumulatively according to the transaction type within 12 consecutive months. If the accumulated amount reaches the standards specified in Article 17, 18 or 19 of this system, the provisions of the above articles shall apply respectively. Those who have fulfilled relevant obligations in accordance with Articles 17, 18 or 19 of the system will not be included in the relevant cumulative calculation scope.
Article 24 Where the company conducts the following connected transactions, the amount of connected transactions shall be calculated according to the principle of cumulative calculation within 12 consecutive months, and the provisions of Article 17, 18 or 19 of the system shall apply respectively:
（1） Transactions with the same related party;
（2） Transactions related to the category of the subject matter of transactions with different related parties.
The same related person mentioned above, including those who are directly or indirectly controlled by the same legal person or other organization or natural person, or have equity control relationship with each other; And legal persons or other organizations in which the same connected natural person acts as a director or senior manager.
If the decision-making procedures of the general meeting of shareholders have been performed in accordance with the cumulative calculation principle, it will not be included in the relevant cumulative calculation scope.
Article 25 Where the company intends to have a major connected transaction with a connected person, it shall submit it to the board of directors for deliberation after the independent director has issued a prior approval opinion. Before making a judgment, independent directors may hire an independent financial consultant to issue a report as the basis for their judgment.
The audit committee of the board of directors of the company shall review the related party transactions at the same time, form written opinions, submit them to the board of directors for deliberation and report to the board of supervisors. The audit committee of the board of directors may employ an independent financial consultant to issue a report as the basis for its judgment.
Chapter VI pricing of related party transactions
Article 26 the company shall sign a written agreement to clarify the pricing policy of related party transactions. In case of major changes in the transaction price and other main terms in the agreement during the execution of related party transactions, the company shall re perform the corresponding approval procedures according to the changed transaction amount.
Article 27 the pricing of the company’s connected transactions shall be fair and implemented with reference to the following principles: (1) if the transaction is subject to government pricing, the price can be directly applied;
（2） 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;
（3） 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;
（4） If there is no comparable independent third party market price for related matters, the transaction pricing can be determined by referring to the price of non related transactions between related parties and third parties independent of related parties;
（5） If there is neither the market price of an independent third party nor the price of independent unrelated transactions for reference, the reasonable price can be used as the basis for pricing, and the price is reasonable cost plus reasonable profit.
Article 28 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:
（1） The cost plus method 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;
（2） In the resale price method, the fair transaction price of goods purchased by related parties is the price of goods purchased by related parties and resold to non related parties minus the gross profit of comparable non related transactions. It is applicable to goods that are not sold by resellers
