Hc Semitek Corporation(300323)
Related party transaction decision system
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Hc Semitek Corporation(300323) (hereinafter referred to as “the company”), ensure the legitimacy, fairness and rationality of the related party transactions between the company and related parties, and fully protect the legitimate rights and interests of shareholders, especially small and medium-sized shareholders and the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the standards for the governance of listed companies This system is formulated in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “GEM Listing Rules”), the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and the Hc Semitek Corporation(300323) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 in addition to the provisions of relevant laws, regulations, normative documents and the articles of association, the related party transactions between the company and related parties shall also comply with the relevant provisions of this system.
Chapter II related parties and related relationships
Article 3 affiliated parties of the company include affiliated legal persons and affiliated natural persons.
Article 4 a legal person 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 legal persons mentioned in the preceding paragraph;
(III) legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the affiliated natural persons of the company listed in Article 5 of the system, or serve as directors (except independent directors) and senior managers;
(IV) legal persons or other organizations holding more than 5% of the company’s shares and persons acting in concert;
(V) China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Shenzhen Stock Exchange (hereinafter referred to as “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 or have caused the company to favor its interests.
Article 5 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 the company;
(III) directors, supervisors and senior managers of the legal person listed in Item (I) of Article 4 of the system;
(IV) close family members of the persons mentioned in items (I) to (III) 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, Shenzhen 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 6 a legal person 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 4 or 5 of this system;
(II) one of the situations specified in Article 4 or Article 5 of the system has occurred in the past 12 months.
Article 7 the directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert, controlling shareholders and actual controllers of the company shall timely inform the company of the related parties with which they are related.
The company shall update the list of connected persons in a timely manner and report the information of the above-mentioned connected persons to the Shenzhen stock exchange for the record in a timely manner.
Chapter III Scope and principles of connected transactions
Article 8 related party transactions refer to the transfer of resources or obligations between the company, its holding subsidiaries and related parties, including but not limited to:
(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 Shenzhen Stock Exchange.
Article 9 related party transactions of the company shall follow the following basic principles:
(I) conform to the principle of good faith;
(II) the principle of not damaging the legitimate rights and interests of the company and non affiliated shareholders;
(III) if the related party enjoys the voting right of the general meeting of shareholders of the company, it shall withdraw from voting;
(IV) any interested director 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 financial consultants when necessary;
(VI) independent directors shall clearly express independent opinions on major connected transactions.
Article 10 the price or charge principle of connected transactions shall not deviate from the price or charge standard of an independent third party in the market. Its pricing principle and method:
(I) the pricing of related party transactions mainly follows the principle of market price; If there is no market price, it shall be priced according to the cost plus; If there is no market price and it is not suitable to adopt cost plus pricing, it shall be priced according to the agreement; (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) market price: determine the price and rate of goods or services based on the market price;
(IV) cost plus price: the transaction price and rate are determined by adding a certain reasonable profit on the basis of the cost of the traded goods or services;
(V) agreed price: the price and rate shall be determined by both parties through negotiation.
Article 11 related party transactions between the company and related parties shall be subject to written contracts or agreements, which shall follow the principles of equality, voluntariness and compensation for equal value. The contents of the contracts or agreements shall be clear and specific.
Chapter IV decision making procedures for connected transactions
Article 12 for the related party transactions to be carried out by the company, the functional department of the company shall submit a written report to the president, chairman and Secretary of the board of directors of the company, and make a detailed description of the specific matters, pricing basis and impact on all parties of the related party transactions. The president, chairman or secretary of the board of directors of the company shall perform their corresponding procedures according to the limit authority.
Article 13 related party transaction decision-making authority
The following connected transactions shall be deliberated and decided by the board of directors of the company:
(I) related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons (except the provision of guarantee and financial assistance);
(II) connected 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 company’s latest audited net assets (except the provision of guarantee and financial assistance).
If the amount of transactions between the company and related parties (except for the guarantee provided by the company) is more than 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, a securities service institution in line with the provisions of the Securities Law shall be hired to audit or evaluate the subject matter of the transaction. After being deliberated and approved by the board of directors of the company, the transaction shall be submitted to the general meeting of shareholders for deliberation.
Related party transactions related to daily operations may be exempted from audit or evaluation.
Article 14 when voting on related party transactions, the board of directors shall ensure that independent directors participate and express fair opinions. The board of directors may hire lawyers and certified public accountants to provide professional opinions on this matter when it deems it appropriate. Article 15 related party transactions that should be disclosed (referring to related party transactions with related natural persons with an amount of more than 300000 yuan and related party transactions with related legal persons with an 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) shall be submitted to the board of directors for discussion and deliberation.
Article 16 in addition to the timely disclosure of the related party transactions decided by the general meeting of shareholders, an intermediary institution shall be hired in accordance with the provisions to evaluate or audit the subject matter of the transaction, and the transaction shall be submitted to the general meeting of shareholders for deliberation.
Article 17 the guarantee provided by the company for the related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
The guarantee provided by the company for shareholders holding less than 5% of the company’s shares shall be implemented with reference to the provisions of the preceding paragraph, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders.
Article 18 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 13 and 15 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 13 and 15 shall not be included in the scope of relevant cumulative calculation. The related party transactions related to daily operation listed in items (12) to (17) of Article 9 between the company and related parties shall be disclosed in accordance with the following provisions and the corresponding review procedures shall be performed:
(I) the company can reasonably estimate the annual amount of daily connected transactions by category, perform the review procedures and disclose; If the actual implementation exceeds the expected amount, relevant review procedures and disclosure obligations shall be performed again according to the excess amount;
(II) the company’s annual report and semi annual report shall disclose daily connected transactions by classification and summary;
(III) if the term of the daily connected transaction agreement signed between the company and the connected person exceeds three years, the relevant review procedures and disclosure obligations shall be performed again every three years.
Article 19 when considering related party transactions, the company shall perform the following duties:
(I) understand the real situation of the transaction object in detail, including the operation status, profitability, whether there are rights defects such as mortgage and freezing, and legal disputes such as litigation and arbitration;
(II) learn more about the integrity record, credit status and performance ability of the counterparty, and carefully select the counterparty;
(III) determine the transaction price according to sufficient pricing basis;
(IV) according to the relevant requirements of the GEM Listing Rules or when the Company deems it necessary, hire an intermediary to audit or evaluate the transaction object; The company shall not consider and make decisions on related party transactions involving unclear status of the subject matter of the transaction, uncertain transaction price and uncertain situation of the counterparty.
Article 20 when the company convenes the board of directors to consider related party transactions, the convener of the meeting shall remind the related directors to avoid voting before the meeting voting. If the affiliated director fails to take the initiative to declare and withdraw, the director who knows the situation shall require the affiliated director to withdraw.
Article 21 when the board of directors of the company deliberates the connected transaction, the connected directors may participate in the deliberation and discussion of the connected transaction and put forward their own opinions, but shall not participate in the voting of the connected transaction or exercise the voting rights on behalf of other directors, and their voting votes shall not be included in the total number of valid votes; The meeting of the board of directors 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 it to the general meeting of shareholders for deliberation.
Article 22 when the general meeting of shareholders deliberates on related party transactions, related shareholders withdraw from voting, and the number of voting shares they represent is not included in the total number of valid votes; The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders. If the affiliated shareholders cannot be avoided due to special circumstances, they can participate in the voting after the company obtains the consent of the securities regulatory authority. However, the company shall make a detailed description in the resolution of the general meeting of shareholders, make special statistics on the voting of non affiliated shareholders, and disclose it in the resolution announcement.
Article 23 affiliated directors include the following directors or directors under any of the following circumstances:
(I) counterparty;
(II) 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;
(III) having direct or indirect control over the counterparty;
(IV) close family members of the counterparty or its direct or indirect controller (the specific scope shall be subject to the provisions of Article 5 (IV) of this system);
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (the specific scope shall be subject to the provisions of Article 5 (IV) of the system);
(VI) persons whose independent business judgment may be affected due to other reasons identified by the CSRC, Shenzhen Stock Exchange or normative documents.
Article 24 when the general meeting of shareholders deliberates on related party transactions, the following related shareholders shall withdraw from voting:
(I) counterparty;
(II) having direct or indirect control over the counterparty;
(III) directly or indirectly controlled by the counterparty;
(IV) directly or indirectly controlled by the same legal person or natural person as the counterparty;
(V) close family members of the counterparty or its direct or indirect controller (see item (4) of Article 5 of the system for the specific scope);
(VI) working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty or the legal entity directly or indirectly controlled by the counterparty (applicable to those whose shareholders are natural persons);
(VII) the voting rights are restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
(VIII) legal person or natural person identified by CSRC or Shenzhen stock exchange that may cause the company to favor its interests. Article 25 related party transactions not within the scope approved by the board of directors or the general meeting of shareholders shall be examined and approved by the chairman of the company, who may delegate part of his authority to the president.
Article 26 the company
