Shanghai Sk Automation Technology Co.Ltd(688155)
Related party transaction decision system
Chapter I General Provisions
Article 1 in order to further strengthen the management of related party transactions of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company” or “the company”), clarify the management responsibilities and division of labor, safeguard the legitimate interests of shareholders and creditors of the company, especially the legitimate rights and interests of small and medium-sized investors, and ensure that the related party transaction contracts concluded between the company and related parties comply with the principles of fairness, openness and fairness, according to the company law of the people’s Republic of China This system is formulated in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Stock Listing Rules”) and the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 related party transactions between the company and related parties shall comply with the relevant provisions of this system in addition to the provisions of relevant laws, regulations, normative documents and the articles of association.
Chapter II related persons and related relationships
Article 3 affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 4 a natural person, legal person or other organization under any of the following circumstances shall be an affiliate of the company: (I) a natural person, legal person or other organization that directly or indirectly controls the company;
(II) natural persons who directly or indirectly hold more than 5% of the shares of the company;
(III) directors, supervisors or senior managers of the company;
(IV) family members who are closely related to the associated natural persons mentioned in items (I), (II) and (III) of this article, including spouses, children over the age of 18 and their spouses, parents and their spouses, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children’s spouses;
(V) legal persons or other organizations that directly hold more than 5% of the shares of the company;
(VI) directors, supervisors, senior managers or other main responsible persons of legal persons or other organizations that directly or indirectly control the company;
(VII) legal persons or other organizations directly or indirectly controlled by the affiliated legal persons or affiliated natural persons listed in items (I) to (VI) of this article, or the aforesaid affiliated natural persons (except independent directors) serve as directors and senior managers, except the company and its holding subsidiaries;
(VIII) legal persons or other organizations indirectly holding more than 5% of the shares of the company;
(IX) the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the stock exchange or other natural persons, 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 lead to the preference of the company’s interests.
Within 12 months before the date of transaction, or within 12 months after the relevant transaction agreement takes effect or the arrangement is implemented, the legal person, other organization or natural person under one of the circumstances listed in the preceding paragraph shall be regarded as the related party of the company.
If the company and the legal person or other organization directly or indirectly controlled by the legal person or other organization listed in Item (I) of this 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, person in charge or more than half of the directors of the legal person or other organization concurrently serve as the directors, supervisors or senior managers of the company.
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 company shall timely fill in or update the list of connected persons and related relationship information online through the “special area for listed companies” on the website of Shanghai Stock Exchange. Article 5 related relationships mainly refer to the ways or means that have the ability to directly or indirectly control or exert significant influence on the company in financial and business decisions, including but not limited to the equity relationship, personnel relationship, management relationship and commercial interest relationship between related parties and the company.
Article 6 the affiliated relationship shall be substantially judged from the specific ways, ways and extent of the affiliated person’s control or influence on the company.
Chapter III related party transactions
Article 7 related party transactions of the company refer to the transfer of resources or obligations between the company or its subsidiaries within the scope of its consolidated statements and its related parties, including but not limited to the following transactions:
(I) purchase or sale of assets;
(II) foreign investment (except for purchasing bank financial products);
(III) transfer or transfer of R & D projects;
(IV) sign a license agreement;
(V) providing guarantee;
(VI) assets leased in or leased out;
(VII) entrusted or entrusted management of assets and businesses;
(VIII) donated or donated assets;
(IX) reorganization of creditor’s rights and debts;
(x) provide financial assistance;
（11） Purchasing raw materials, fuel and power, selling products or commodities and other transactions related to daily operation;
（12） Laws, regulations, normative documents or other transactions recognized by China Securities Regulatory Commission and Shanghai Stock Exchange.
Article 8 the related party transactions of the company shall follow the following basic principles:
(I) conform to the principle of good faith;
(II) conform to the principles of fairness, impartiality, openness and fairness;
(III) if the affiliated person enjoys the voting right of the general meeting of shareholders, he shall withdraw from voting;
(IV) directors who have any interest with related parties shall withdraw when the board of directors votes on the matter;
(V) 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 or independent financial consultants to provide professional opinions when necessary;
(VI) the signing of related party transaction agreement shall follow the principles of equality, voluntariness, equivalence and compensation, and the content of the agreement shall be clear and specific;
(VII) independent directors shall clearly express independent opinions on major connected transactions;
(VIII) the transaction procedures shall comply with the provisions of this system and corresponding laws and regulations.
Article 9 the company shall not directly or indirectly provide funds to controlling shareholders, actual controllers and other related parties in the following ways:
(I) advance wages, welfare, insurance, advertising and other expenses, bear costs and other expenses for the controlling shareholders, actual controllers and other related parties;
(II) lending the company’s funds (including entrusted loans) to the controlling shareholders and other related parties with compensation or free of charge, except for the funds provided by other shareholders of the listed company in the same proportion. The aforementioned “joint stock company” does not include companies controlled by controlling shareholders and actual controllers;
(III) entrust controlling shareholders, actual controllers and other related persons to carry out investment activities;
(IV) issuing commercial acceptance bills without real transaction background for controlling shareholders, actual controllers and other related persons, and providing funds in the form of purchase payment, asset transfer payment, advance payment, etc. in the absence of commodity and labor consideration or obviously contrary to business logic;
(V) repay debts on behalf of controlling shareholders, actual controllers and other related parties;
(VI) other methods recognized by the CSRC or Shanghai Stock Exchange.
Article 10 the company may be exempted from performing relevant obligations in accordance with the provisions of this system when it enters into the following related party transactions with related parties:
(1) the other party may issue convertible corporate bonds or corporate bonds in cash;
(II) one party acts as a member of the underwriting syndicate to underwrite stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
(III) one party receives dividends, bonuses or remuneration in accordance with the resolutions of the general meeting of shareholders of the other party;
(IV) one party participates in the public bidding or auction of the other party, except that the bidding or auction is difficult to form a fair price;
(V) transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;
(VI) the pricing of related party transactions is stipulated by the state;
(VII) related parties provide funds to the company, the interest rate level is not higher than the benchmark loan interest rate for the same period stipulated by the people’s Bank of China, and the listed company has no corresponding guarantee for the financial assistance;
(VIII) the company provides products and services to directors, supervisors and senior managers under the same trading conditions as non affiliated persons;
(IX) other circumstances recognized by Shanghai Stock Exchange.
Chapter IV Management of connected transactions
Article 11 the internal audit department of the company is responsible for coordinating the related party transactions of the company, and the financial department and the Secretary of the board of directors of the company are responsible for the cooperation.
For related party transactions, the heads of all departments and holding subsidiaries (hereinafter referred to as “all units”) are the first responsible person, and each unit has another contact person to be responsible for the reporting and statistics of related party transactions.
Article 12 the Secretary of the board of directors is responsible for establishing the related party information database, investigating the related party information at the beginning of each year, summarizing the change information, and updating it in time. After updating, the related party information will be sent to the related party transaction contact person of each unit by e-mail.
Due to difficulties and uncertainties in the identification of indirect related parties, all units shall actively assist in supplementing the information of related parties and timely remind the Secretary of the board of directors to update it.
The information and data of the company’s affiliates are for internal reference only. In case of information leakage, the company has the right to investigate the responsibilities of relevant personnel in accordance with relevant laws and regulations.
Article 13 If a transaction is carried out because it is really impossible to identify the connected person in advance, when it is found that the counterparty is the connected person, try to suspend the transaction at the first time and immediately submit the supplementary approval procedures.
Article 14 during the progress of the transaction, if the actual situation changes and the counterparty becomes an affiliate of the company, the transaction can be carried out continuously without any change in the transaction terms. Relevant information shall be reported to the Secretary of the board of directors for filing.
If the transaction is to be extended or the terms of the transaction are to be changed, the corresponding procedures shall be performed in accordance with the relevant provisions of this system.
Chapter V determination of related party transaction price
Article 15 connected transaction price refers to the transaction price of commodities, labor services and other transaction objects involved in the connected transaction between the company and connected persons.
Article 16 pricing principles and methods:
(I) pricing principle of connected transactions: if there is national pricing, the national pricing shall be implemented; If there is no national pricing, the comparable local market price of the industry shall be implemented; If there is neither national pricing nor market price, the constructive price shall be implemented; If there is no national price, market price and constructive price, the agreed price shall be implemented.
(II) both parties to the transaction shall determine the pricing method according to the specific conditions of related party transactions and specify it in the relevant related party transaction agreement.
(III) national pricing: refers to the pricing still in force issued or issued by the competent department of the central or provincial or municipal government of the people’s Republic of China.
(IV) market price: the price and rate of goods or services independently set by operators and formed through market competition.
(V) constructive price: refers to the price formed by adding reasonable profits to the reasonable costs of traded goods or services.
(VI) agreed price: the price and rate determined by both parties through negotiation on the basis of balancing the interests of both parties. Article 17 price management of related party transactions:
(I) both parties to the transaction shall ensure that the price of related party transactions is fair, just, fair and reasonable in accordance with the pricing principles and methods specified in Article 16 of the system. In addition, both parties to the transaction shall calculate the transaction price according to the price and actual transaction quantity agreed in the related transaction agreement, and pay according to the payment method and time agreed in the related transaction agreement.
(II) all major related party transactions of the company shall be approved by the general manager, the board of directors or the general meeting of shareholders in accordance with Articles 18 to 22 of the system.
(III) if the price of connected transactions cannot be determined according to the pricing principles and methods specified in Article 16 of the system, or the supervisors and independent directors of the company doubt whether the price of connected transactions is fair, the company shall hire an independent financial consultant to express opinions on whether the price of connected transactions is fair and reasonable to all shareholders.
Chapter VI approval of connected transactions
Article 18 related party transactions with a transaction amount of less than 300000 yuan (excluding 300000 yuan) between the company and related natural persons shall be submitted to the general manager for approval.
Article 19 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be submitted to the board of directors for deliberation.
The company shall not provide loans to directors, supervisors or senior managers directly or through subsidiaries.
Article 20 related party transactions between the company and related legal persons with an amount of more than 3 million yuan and accounting for more than 0.1% of the company’s latest audited total assets or market value (except for guarantees provided by the company) shall be submitted to the board of directors for deliberation.
The related party transactions between the company and the related legal person (except the provision of guarantee) within the decision-making authority of the board of directors specified in the preceding paragraph shall be submitted to the general manager for approval.
Article 21 in addition to timely disclosure, the company shall also provide evaluation reports or audit reports in accordance with the provisions of articles 57 and 58 of the rules of procedure of the general meeting of shareholders, and submit them to the general meeting of shareholders for audit.
Related party transactions between the company and its directors, supervisors, senior managers and their spouses shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Article 22 the board of directors shall first invite independent directors to express their opinions as an independent third party on related party transactions involving the provisions of articles 19, 20 and 21 of the system, and submit them to the board of directors for discussion after being approved by independent directors.
Article 23 for the following connected transactions that occur within 12 consecutive months, the company shall determine the transaction amount according to the principle of cumulative calculation, and the provisions of articles 19, 20 and 21 of the system shall apply: (I) transactions with the same connected person;
(II) transactions related to the type of transaction object with different related parties.
The same related person mentioned above includes a legal person or other organization that is controlled by the same subject or has an equity control relationship with the related person, or the same natural person acts as a director or senior manager.
Those who have fulfilled relevant obligations in accordance with the provisions of the preceding paragraph shall not be included in the scope of relevant cumulative calculation.
Article 24 when signing an agreement involving connected transactions with the company, the company’s connected persons shall take necessary avoidance measures:
(I) any individual can only sign the agreement on behalf of one party;
(II) related parties are not
