Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Related party transaction system
Chapter I General Provisions
Article 1 in order to fully protect the interests of minority shareholders, ensure the fairness of the company's related party transactions, ensure that the company's related party transactions do not harm the interests of the company and all shareholders, make the company's related party transactions comply with the principles of fairness, impartiality and openness, and strictly implement the provisions of the CSRC on regulating related party transactions, This system is formulated in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
Article 2 related parties
(I) affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
(II) a legal person or other organization under any of the following circumstances shall be an affiliated legal person (or other organization) of the company:
1. 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 (or other organizations) in Item 1 above;
3. Legal persons (or other organizations) other than the company and its holding subsidiaries, which are directly or indirectly controlled by the affiliated natural persons of the company listed in paragraph (III) of this article, or where the affiliated natural persons act as directors (excluding independent directors and senior managers of both parties);
4. Legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert;
5. Other legal persons (or other organizations) identified by China Securities Regulatory Commission, Shenzhen 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. (III) a natural person under any of the following circumstances shall be an affiliated natural person of the company:
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 the legal person listed in Item 1 of paragraph (II) of this article;
4. Close family members of the persons mentioned in Items 1 and 2 above, including spouses, children over the age of 18 and their spouses, parents and parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children's spouses;
5. Other natural persons identified by the CSRC, Shenzhen Stock Exchange or the company as having special relationship with the company according to the principle of substance over form, which may or has caused the company to favor its interests.
(IV) 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:
1. 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 has one of the circumstances specified in paragraph (II) or (III) of this article; 2. One of the circumstances specified in paragraph (II) or (III) of this article has occurred in the past 12 months.
(V) 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 submit the list of the company's affiliated persons and the description of the affiliated relationship to the board of directors of the company, and the company shall do a good job in registration management.
Article 3 related party transactions
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 related parties of the company. include:
(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) 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 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 matters deemed by CSRC or Shenzhen Stock Exchange to be related party transactions. Article 4 the related party transactions of the company's holding subsidiaries shall be regarded as the behavior of the company, and the decision-making of related party transactions shall be subject to this system.
Chapter II declaration of related parties and management of list of related parties
Article 5 the directors, supervisors and senior managers of the company and natural person shareholders holding more than 5% of the company's shares shall report or confirm the following related parties to the board of directors of the company within two working days from the date they hold office or become the main shareholder of the company:
(I) list of close family members and other close personnel required by Shenzhen Stock Exchange;
(II) a list of legal persons or other organizations that directly or indirectly control or hold interests;
(III) a list of legal persons or other organizations in which they serve as directors and senior managers.
In case of any change in the reported items, it shall be reported to the company within two working days after the change.
Article 6 legal persons or other organizations that directly or indirectly control the company shall report or confirm the following related parties to the board of directors of the company within two working days from the date they become the controlling shareholder or actual controller of the company: (I) list of their controlling shareholders (if any);
(II) list of other legal persons or other organizations directly or indirectly controlled by them;
(III) list of persons holding the posts of directors, supervisors and senior managers;
(IV) a list of legal persons or other organizations in which the person mentioned in paragraph 3 above directly or indirectly controls or holds interests; (V) the list of legal persons or other organizations in which the persons mentioned in paragraph 3 above serve as directors and senior managers;
In case of any change in the reported items, it shall be reported to the company within two working days after the change.
Within 12 months after the effectiveness of the agreement or the arrangement according to the provisions of this article, the natural person or other relevant persons, or within two days after the agreement or the arrangement takes effect according to the provisions of Article 5, the natural person or other relevant persons.
Article 8 the above reporting obligation will continue until the expiration of 12 months from the date when the relevant natural person, legal person or other organization no longer has the circumstances specified in Article 5 or Article 6 of this system.
Article 9 when dealing with daily business, employees of the company find natural persons, legal persons or other organizations that meet the conditions of related parties but are not recognized as related parties of the company, they shall report to the Secretary of the board of directors in time.
Article 10 the office of the board of directors, together with the finance department, the audit department and the legal department, shall determine the list of affiliated legal persons and affiliated natural persons of the company in the first quarter of each year. After submitting to the audit committee and reporting to the board of directors and the board of supervisors, the office of the board of directors shall distribute it to all subordinate branches and holding subsidiaries.
The office of the board of directors and the finance department are responsible for continuously updating the list of affiliated legal persons and affiliated natural persons of the company according to the changes of relevant laws and regulations, rules, normative documents, regulations of Shenzhen Stock Exchange, the articles of association and the appointment of directors and supervisors, and distributing the list to all subordinate branches and holding subsidiaries by the office of the board of directors within two working days after the update.
Chapter III pricing principles of related party transactions
Article 11 related party transactions of the company shall follow the following basic principles:
(I) the principle of good faith;
(II) the principle of equality and voluntariness;
(III) the principles of fairness, openness and fairness;
(IV) directors, shareholders and parties who have any interest with related parties shall adopt the avoidance principle when voting 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 employ an intermediary institution to audit or evaluate the subject matter of the transaction when necessary.
Article 12 connected transaction price refers to the transaction price of goods or services involved in the connected transaction between the company and connected persons.
In case of major changes in the transaction price and other major terms during the execution of related party transactions, the company shall re perform the corresponding approval procedures according to the changed transaction amount.
Article 13 the pricing of related party transactions of the company shall be fair and implemented with reference to the following principles:
(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.
If the company's connected transactions cannot be priced according to the above principles and methods, it shall disclose the principles and methods for determining the price of the connected transactions, and explain the fairness of the pricing.
Article 14 in principle, the price of connected transactions shall not deviate from the standards of independent third parties in the market. The company shall fully disclose the pricing basis of related party transactions.
Chapter IV decision making procedures and information disclosure of related party transactions
Article 15 the related party transactions to be carried out by the company shall be proposed by the functional department of the company. The proposal shall specify the specific matters, pricing basis and impact on the interests of the company and shareholders.
Article 16 decision making authority of related party transactions
(I) General Manager:
1. Related party transactions with a transaction amount of less than 300000 yuan between the company and related natural persons; 2. Related party transactions between the company and related legal persons with a transaction amount of less than 3 million yuan or accounting for less than 0.5% of the absolute value of the company's latest audited net assets shall be approved by the general manager (unless the related party is the general manager of the company).
(II) board of directors:
1. The company intends to have a transaction amount of more than 3 million yuan with related legal persons (or other organizations), which accounts for more than 0.5% of the absolute value of the company's latest audited net assets, or the company intends to have a transaction amount of more than 300000 yuan with related natural persons;
2. Although it is a connected transaction that the general manager has the right to judge, but the board of directors or independent directors think it should be submitted to the board of directors for approval.
(III) general meeting of shareholders:
1. Related party transactions with the 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;
2. Although it is a connected transaction that the general manager and the board of directors have the right to judge and make decisions, but the independent director believes that it should be submitted to the general meeting of shareholders for voting;
3. Although the connected transaction falls within the decision-making authority of the board of directors, if the board of Directors believes that it should be submitted to the general meeting of shareholders for voting or the board of directors cannot operate normally due to special matters, the connected transaction shall be reviewed and voted by the general meeting of shareholders;
4. Provide guarantee for related parties;
5. Connected transactions that may have a significant impact on the company.
In addition to timely disclosure and submission to the general meeting of shareholders for deliberation, related party transactions belonging to Item 1 of paragraph (III) of this article shall also employ intermediary institutions in accordance with the provisions of the securities law of the people's Republic of China in accordance with the specific provisions of the stock listing rules of Shenzhen Stock Exchange to evaluate or audit the transaction targets and disclose relevant audit or evaluation reports.
In case of any of the following transactions between the company and related parties, the company may be exempted from audit or evaluation:
1. Daily connected transactions specified in paragraphs (13) to (17) of Article 3 of the system;
2. 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;
3. Other circumstances stipulated by Shenzhen Stock Exchange.
Article 17 If the related party transactions to be concluded between the company and related parties need to be submitted to the board of directors for deliberation, the independent directors shall approve in advance and sign the written approval document before they can be submitted to the board of directors for discussion, and the independent directors shall express their independent opinions. If necessary, the independent directors may require the securities service institution to issue an independent financial advisory report as the basis for their judgment before making a judgment.
Article 18 Where a company and its affiliates jointly contribute to the establishment of a company, the amount of capital contribution of the company shall be the transaction amount, which is applicable to the provisions of Article 16 of this system. Where a company increases or decreases its capital to an enterprise jointly invested with a related person (including a holding subsidiary of the company), or forms a joint investment with a related person or increases its investment share by increasing or purchasing the investment share of a non related person, the amount of the company's investment, capital increase, capital reduction and purchase shall be taken as the calculation standard, which is applicable to the provisions of Article 16 of this system.
If a company's affiliated person unilaterally increases or reduces capital to an enterprise controlled by the company, the amount of capital increase or reduction by the affiliated person shall be taken as the calculation standard, and the provisions of Article 16 of this system shall apply. In case of waiver of rights, the relevant provisions on waiver of rights shall also apply.
If the company's affiliates unilaterally increase the capital of the company's joint-stock enterprises, or the company's affiliates unilaterally transfer the equity or investment shares of other shareholders of the company's equity subjects, which constitutes a connected joint investment, and the relevant provisions on the waiver of rights shall apply if the circumstances related to the waiver of rights are involved; It does not involve waiver of rights, but it may
