Shenzhen Cotran New Material Co.Ltd(300731) related party transaction management system
April 2022
Shenzhen Cotran New Material Co.Ltd(300731)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to ensure that the related party transactions between Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as “the company”) and related parties comply with the principles of fairness, impartiality and openness, and ensure that the related party transactions of the company do not harm the interests of the company and shareholders, 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”) This system is formulated in accordance with the provisions of laws, administrative regulations and normative documents such as accounting standards for Business Enterprises No. 36 – disclosure of related parties, Shenzhen Stock Exchange GEM Listing Rules, and Shenzhen Cotran New Material Co.Ltd(300731) articles of Association (hereinafter referred to as the articles of association).
Article 2 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiaries and related parties of the company, including:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
(III) providing financial assistance (including entrusted loans);
(IV) providing guarantee (refers to the guarantee provided by the listed company for others, including the guarantee for the holding subsidiary); (V) assets leased in or leased out;
(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） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（12） Purchase of raw materials, fuel and power;
（13） Selling products and commodities;
（14） Providing or receiving labor services;
（15） Entrusted or entrusted sales;
（16） Joint investment by related parties;
（17） Other matters that may cause the transfer of resources or obligations through agreement;
（18） Other transactions recognized by the stock exchange.
Article 3 the related party transactions of the company shall follow the following basic principles:
(I) the principles of equality, voluntariness, equivalence and compensation;
(II) the principles of fairness, impartiality and openness;
(III) related shareholders shall avoid voting on related party transactions;
(IV) directors who have any interest with related parties shall withdraw when the board of directors votes on the related party transaction;
(V) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective criteria, and employ professional evaluation institutions or independent financial consultants to express opinions when necessary.
Chapter II Scope of related parties
Article 4 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
(I) a legal person or other organization under any of the following circumstances is an affiliated legal person of the company:
1. A legal person or other organization that directly or indirectly controls the company;
2. Legal persons or other organizations other than the company and its holding subsidiaries directly or indirectly controlled by the legal persons mentioned in the preceding paragraph;
3. 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, or serve as directors (except independent directors) and senior managers;
4. Legal persons or other organizations holding more than 5% of the shares of the company and their persons acting in concert;
5. China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Shenzhen Stock Exchange or other legal persons or other organizations identified by 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.
(II) the affiliated natural person of the company refers to:
1. Natural persons who directly or indirectly hold more than 5% of the shares of the company;
2. Directors, supervisors and senior managers of the company;
3. Directors, supervisors and senior managers of legal persons or other organizations that directly or indirectly control the company;
4. The close family members of the persons mentioned in Items 1, 2 and 3 of this article include: spouse, parents, parents of spouse, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of spouse and parents of children’s spouses;
5. The CSRC, Shenzhen Stock Exchange or other natural persons identified by the company as having special relationship with the company according to the principle of substance over form, which may lead to the company’s preference for its interests.
(III) a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
1. Due to signing an agreement or making an arrangement with the company’s affiliates, it will have one of the circumstances specified in items (I) and (II) of this article after the agreement or arrangement takes effect or within the next 12 months;
2. In the past 12 months, it has been under one of the circumstances specified in items (I) and (II) of this article. The company shall timely fill in or update the list of the company’s related persons and the information of related relationships through the business management system of the website of Shenzhen Stock Exchange.
Chapter III Determination and management of prices of related party transactions
Article 5 the related party transactions mentioned in this system shall follow the following pricing principles and methods:
If there is no national price or market price, it shall be determined according to the method of cost plus reasonable profit. If the above price cannot be determined, the price shall be determined by both parties through negotiation;
(II) both parties to the transaction shall determine the pricing method according to the specific conditions of related matters and specify it in the relevant related transaction agreement;
(III) market price: determine the price and rate of assets, goods or services based on the market price;
(IV) cost plus price: the transaction price and rate are determined by adding reasonable profit on the basis of the cost of assets, goods or services traded;
(V) agreed price: the price and rate shall be determined through negotiation based on the principle of fairness and impartiality.
Article 6 price management of related party transactions:
(I) both parties to the transaction shall calculate the transaction price according to the price and actual transaction quantity agreed in the related transaction agreement, settle monthly and quarterly, and pay according to the payment method and time agreed in the related transaction agreement; (II) the Finance Department of the company shall track the changes in the market price and cost of the company’s connected transactions and report the changes to the board of directors for the record.
Chapter IV procedures and disclosure of related party transactions
Article 7 the financial guarantee provided by the board of directors shall meet one of the following standards:
(I) transactions with related natural persons with a transaction amount of more than 300000 yuan;
(II) transactions with affiliated 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 company’s latest audited net assets.
When the board of directors is not in session, the related party transactions (except the provision of guarantee) with the related natural person whose transaction amount is less than 300000 yuan, and the transactions with the related legal person whose transaction amount is less than 3 million yuan or less than 0.5% of the absolute value of the company’s latest audited net assets (except the provision of guarantee) can be implemented after being approved by the chairman or the general manager’s office meeting.
When making resolutions on related party transactions, the board of directors shall at least review the following documents:
(I) background description of related party transactions;
(II) proof of entity qualification of related person (business license of legal person or identity certificate of natural person);
(III) agreements, contracts or any other written arrangements related to related party transactions;
(IV) supporting documents and materials for pricing related party transactions;
(V) description of the impact of related party transactions on the legitimate rights and interests of the company and non related shareholders;
(VI) intermediary report (if any);
(VII) other materials required by the board of directors.
Article 8 related party transactions between the company and related parties (except for the guarantee provided by the company) with an 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. (the donated cash assets can be exempted from being submitted to the general meeting of shareholders for deliberation)
For related party transactions that meet the criteria for submission to the general meeting of shareholders for deliberation as specified in paragraph (I) of this article, the company shall disclose the audit report of the subject matter of the transaction in the latest year and another period. The audit deadline shall not exceed six months from the date of the general meeting of shareholders for deliberation on the transaction; If the subject matter of the transaction is non cash assets other than equity, an evaluation report shall be provided, and the benchmark date of the evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the transaction.
The audit report and evaluation report specified in the preceding paragraph shall be issued by a securities service institution that complies with the provisions of the securities law.
If Shenzhen Stock Exchange deems it necessary for transactions that fail to meet the criteria for submission to the general meeting of shareholders for deliberation as stipulated in this article, the company shall also disclose the audit or evaluation report in accordance with the provisions of the preceding paragraph.
Related party transactions related to daily operations may not be audited or evaluated.
The audit committee of the company shall review the major 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 may employ an independent financial consultant to issue a report as the basis for its judgment.
The board of supervisors clearly expresses its opinions on whether the connected transactions that need to be approved by the board of directors or the general meeting of shareholders are fair and reasonable, and whether there is any situation that damages the legitimate rights and interests of the company and non connected shareholders.
When the general meeting of shareholders makes a resolution on related party transactions, in addition to reviewing the documents listed in paragraph 3 of Article 7, the following documents shall also be reviewed:
(I) opinions of independent directors on such transactions;
(II) the board of supervisors of the company makes resolutions on these exchanges.
Article 9 any guarantee provided by the company for related parties, regardless of the amount, shall be disclosed in time after being deliberated and approved by the board of directors and submitted to the general meeting of shareholders for deliberation.
If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
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, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries. The company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries. When the company has business capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates, it shall strictly perform the examination and approval procedures and information disclosure obligations stipulated in this system, clarify the settlement period of business capital transactions, and shall not be disguised as directors, supervisors, senior managers, controlling shareholders The actual controller and its affiliates provide funds and other financial assistance.
When the company plans to purchase or participate in bidding for the projects or assets of the controlling shareholder, actual controller or its affiliates, it shall check whether they occupy the company’s funds, require the company to provide guarantees in violation of laws and regulations, etc. Before the above violations are effectively resolved, the company shall not purchase relevant projects or assets from it.
Article 10 when related party transactions involve “providing financial assistance”, “providing guarantee” and “entrusted financial management”, the amount shall be taken as the calculation standard of disclosure, and shall be calculated cumulatively within 12 consecutive months according to the transaction type. If the cumulatively calculated amount reaches the standards specified in Articles 7 and 8, the provisions of the above articles shall apply respectively.
Those who have fulfilled relevant obligations in accordance with Articles 7 and 8 shall not be included in the scope of relevant cumulative calculation. Article 11 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 7 and 8 according to the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions with different connected persons related to the same transaction object.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person. Those who have fulfilled relevant obligations in accordance with Articles 7 and 8 shall not be included in the scope of relevant cumulative calculation.
Article 12 the related party transactions related to daily operation listed in items (12) to (15) of Article 2 between the company and related parties shall be disclosed in accordance with the following provisions and the corresponding review procedures shall be performed: (I) when the company and related parties conduct related party transactions related to daily operation for the first time, the company shall enter into a written agreement with related parties and disclose them in time. According to the transaction amount involved in the agreement, Article 7 The provisions of Article 8 shall be submitted to the board of directors or the general meeting of shareholders for deliberation; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation.
(II) for the daily related party transaction agreement that has been deliberated and approved by the board of directors or the general meeting of shareholders and is being implemented, if there is no significant change in the main terms during the implementation process, the company shall disclose the actual performance of the relevant agreement as required in the periodic report and explain whether it complies with the provisions of the agreement; If the main terms of the agreement change significantly during the execution process or the agreement needs to be renewed at the expiration of the agreement, the company shall submit the newly revised or renewed daily connected transaction agreement to the board of directors or the general meeting of shareholders for deliberation according to the transaction amount involved in the agreement in accordance with Article 7 and Article 8 respectively; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation.
(III) for a large number of daily related party transactions that occur every year, if it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation in accordance with item (I) of this article due to the need to frequently conclude new daily related party transaction agreements, the company can reasonably predict the total amount of daily related party transactions that will occur in the current year before disclosing the report of the previous year, and Article 7 The provisions of Article 8 shall be submitted to the board of directors or the general meeting of shareholders for deliberation and disclosed to shareholders; For daily connected transactions within the expected scope, the company
