Guangdong Ellington Electronics Technology Co.Ltd(603328)
Related party transaction decision system
Chapter I General Provisions Chapter II confirmation of connected persons and connected transactions Chapter III price determination and management of connected transactions Chapter IV review procedures of connected transactions Chapter V decision-making authority and decision-making procedures of connected transactions Chapter VI Information Disclosure and exemption of decision-making procedures of connected transactions Chapter VII supplementary provisions
Chapter I General Provisions
Article 1 in order to better regulate the decision-making of Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as the “company”) internal related party transactions, improve the company’s internal control system and protect the legitimate rights and interests of all shareholders, the company formulates this decision-making system in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Guangdong Ellington Electronics Technology Co.Ltd(603328) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the term “connected transactions” as mentioned in this system refers to the transfer of resources or obligations between the company, its holding subsidiaries and other entities controlled by the company and its connected persons.
Holding subsidiary refers to a company in which the company holds more than 50% of its equity, or can decide the election of more than half of its board of directors, or can actually control it through agreement or other arrangements.
Article 3 related party transactions of the company shall follow the following basic principles: the principle of honesty and credibility; The principle of openness, fairness and impartiality.
If a related party enjoys the voting right of the general meeting of shareholders of the company, it shall withdraw from voting on related party transactions; If it is really unavoidable under special circumstances, the consent of the competent department shall be obtained; Directors who have any interest with related parties shall withdraw when the board of directors votes on the matter. The board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective criteria, and shall employ professional appraisers or independent financial advisers when necessary.
Chapter II confirmation of related parties and related transactions
Article 4 affiliated persons of the company include affiliated legal persons (or other organizations) 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 person (or other organization) that directly or indirectly controls the company;
(II) legal persons (or other organizations) other than the company and its holding subsidiaries are directly or indirectly controlled by the legal persons (or other organizations) in Item (I) above;
(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 6, or where the affiliated natural persons act as directors (excluding independent directors of both parties) and senior managers;
(IV) legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert;
(V) other legal persons identified by the CSRC, the stock exchange or the company as having special relationship with the company according to the principle of substance over form, which may lead to the preference of the company’s interests.
Article 6 a 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 legal persons (or other organizations) listed in Item (I) of Article 5;
(IV) close family members of the persons mentioned in Item (I) and item (II) of this article, 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;
(V) the CSRC, the stock exchange or other natural persons identified by the company according to the principle of substance over form as having special relationship with the company, which may lead to the preference of the company’s interests.
Article 7 within the past 12 months or within 12 months after the entry into force of relevant agreements or arrangements, legal persons (or other organizations) and natural persons under one of the circumstances mentioned in Article 5 or Article 6 shall be the affiliates of the company.
Article 8 the board of directors of the company shall judge the essence of the relationship between the above connected persons, not just based on the form of legal contact with the connected persons, but shall point out the specific ways, ways and extent of the connected persons’ control or influence on the company.
The directors, supervisors and senior managers of the company who hold more than 5% of the shares of the company and their persons acting in concert and actual controllers shall timely submit the list of the company’s related persons and the description of the related relationship to the board of directors of the company, and the company shall do a good job in registration management.
The company shall timely fill in and update the list of the company’s related persons and the information of related relationships through the business management system of the stock exchange.
Article 9 the recognition of related relationships includes but is not limited 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, mainly including the equity relationship, personnel relationship, management relationship and business interest relationship between related parties and the company.
Article 10 related party transactions refer to the transfer of resources or obligations between the company, its holding subsidiaries and other entities controlled and related parties, including but not limited to the following matters:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, entrusted loans, etc.)
(III) providing financial assistance;
(IV) provide guarantee (except counter guarantee);
(V) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) assets donated or received;
(VIII) reorganization of creditor’s rights and debts;
(IX) sign a license agreement;
(x) assign or transfer 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） Joint investment with related parties;
（16） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（17） Deposit and loan business;
（18） Other matters that may lead to the transfer of resources or obligations through agreement.
（19） Other matters deemed by the CSRC and the stock exchange to be related party transactions.
Chapter III price determination and management of related party transactions
Article 11 the price of connected transactions refers to the price of goods or services involved in connected transactions between the company and related parties.
Article 12 related party transactions between the company and related parties shall be subject to a written agreement. The signing of the agreement shall follow the principles of equality, voluntariness, equivalence and compensation, and the content of the agreement shall be clear and specific.
The company shall take effective measures to prevent related parties from interfering in the operation of the company by monopolizing procurement and sales business channels and damaging the interests of the company.
Related party transactions shall follow commercial principles and be fair, just and open. The company shall fully disclose the effective measures taken or to be taken to ensure the fairness of transactions. In principle, the price of related party transactions shall not deviate from the price of third parties in the market.
Article 13 pricing method of related party transactions:
(I) the price of related party transactions mainly follows the market price; If there is no market price, the cost plus reasonable profit price; If there is neither market price nor cost plus reasonable profit price, the agreed price shall be followed.
Market price: determine the price and rate of goods or services based on the market price;
Cost plus reasonable profit price: determine the transaction price and rate on the basis of the cost of traded goods or services plus the reasonable profit of the industry;
Agreed price: the price and rate 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 party transactions and specify it in the related party transaction agreement.
Article 14 price management of related party transactions
(I) related party transaction contracts of the company shall be managed by relevant functional departments. Relevant personnel shall report the contract text and pricing basis to the finance department before signing the contract in accordance with the provisions of contract management of the company, and the finance department shall review the contract price. Related party transactions shall be submitted for approval in accordance with the relevant provisions of the company;
(II) within 120 days after the end of each year, the Finance Department of the company shall report the average price and relevant information of each related party transaction of the previous year to the board of directors of the company for filing after reviewing according to the relevant provisions of the company;
(III) 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;
(IV) if the board of directors has doubts about the price of related party transactions, it can hire an independent financial consultant to give opinions on the fairness of the price of related party transactions, and the expenses of hiring an independent financial consultant shall be borne by the company.
Chapter IV Examination procedures for connected transactions
Article 15 in the process of operation and management, if the functional departments of the company encounter related party transactions with related parties in accordance with the provisions of this system, the relevant departments shall submit the related party transactions to the general manager of the company in writing, and the report shall include the following contents:
(I) name and domicile of related parties;
(II) specific items and amounts of related party transactions;
(III) pricing principle and basis of related party transaction price;
(IV) the necessity of the related party transaction;
(V) other matters.
Article 16 after receiving the report, the general manager of the company shall review the necessity, rationality and pricing fairness of the related party transactions to occur. When reviewing the fairness of related party transactions, the following factors shall be considered:
(I) if the subject matter of the related party transaction belongs to the purchased products of the related party, it must be investigated whether the company can purchase or sell independently. When the company does not have procurement or sales channels, or if it purchases or sells by itself, it may not be able to obtain relevant preferential treatment; Or if the company’s purchase or sales from related parties can reduce the company’s production, procurement or sales costs, it shall confirm that the existence of the related party transaction is reasonable.
(II) if the subject matter of the connected transaction belongs to the products produced by the connected person, the price of the connected transaction shall be determined according to the cost of the products produced by the connected person plus reasonable profits, and the price shall not be significantly higher than the price of the products provided by the connected person to any other third party.
(III) if the related party transaction belongs to the provision or acceptance of labor services, agency, leasing, mortgage and guarantee, management, research and development, licensing and other projects, the company must obtain or require the related party to provide a legal and effective basis for determining the transaction price as the price basis for signing the related party transaction.
Article 17 the Secretary of the board of directors of the company shall provide relevant proposals to the board of directors in accordance with relevant regulations and reports, agreements or contracts of relevant departments, and organize the preparation of related party transaction reports.
Article 18 the board of directors shall convene a meeting of the board of directors on related party transactions as proposed by the general manager, form a resolution according to the decision-making authority in Chapter V of the system, approve its implementation or submit it to the general meeting of shareholders for deliberation.
Chapter V decision-making authority and decision-making procedures of related party transactions
Article 19 decision making authority of related party transactions:
The management and approval of related party transactions of the company shall be carried out in accordance with the relevant provisions of the guidelines for the articles of association of listed companies and the stock listing rules of Shanghai Stock Exchange; Daily related party transactions of the company shall be authorized by the general meeting of shareholders, and incidental related party transactions exceeding RMB 5 million shall be deliberated and approved by the general meeting of shareholders of the company.
Daily related party transactions refer to the purchase of raw materials, fuels and power, sales of products and commodities, provision or acceptance of labor services, and entrusted or entrusted sales between the company and related parties; Deposits with related party financial companies; Joint investment with related parties; Other transactions related to daily operation.
For related party transactions with related parties (except cash assets and guarantees 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, an intermediary qualified to carry out securities and futures related business shall be hired in accordance with relevant regulations to evaluate or audit the transaction object, which shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors.
The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Any guarantee provided by the company for 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.
Article 20 the voting procedures of the board of directors on related party transactions are as follows:
(I) the general manager shall submit a review report on connected transactions to the board of directors, which shall state:
1. The date, place and purpose of the transaction, the related party transactions of all parties, content, quantity, unit price, total amount, proportion in similar business, pricing policy and its basis, as well as whether the pricing is fair and whether there is any difference with the price of the third party in the market.
2. The impact of the transaction on the company’s financial situation and operating results;
3. Whether the transaction damages the interests of the company and minority shareholders;
(II) when the related party transactions concluded between the company and related parties are submitted to the board of directors for deliberation, the independent directors shall express their independent opinions and submit them to the board of supervisors for opinions. Before making a judgment, independent directors may hire an intermediary to issue an independent financial consultant report as the basis for their judgment.
(III) when the board of Directors considers related party transactions, if the company’s directors are related to the enterprise involved in the resolution, they shall not exercise the voting right on the resolution, nor shall they exercise the voting right on behalf of other directors.
(IV) the meeting of the board of directors can be held only when more than half of the unrelated directors are present. The resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than three, the matter shall be submitted to the general meeting of shareholders of the company for deliberation.
The affiliated directors mentioned in the preceding paragraph include the following directors or directors under any of the following circumstances:
(I) is the counterparty;
(II) having direct or indirect control over 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;
(V) close family members of directors, supervisors or senior managers of the counterparty or its direct or indirect controllers;
(VI) directors whose independent business judgment may be affected determined by the CSRC, stock exchange or listed company based on the principle of substance over form.
Article 21 the general meeting of shareholders of the company shall report to the related parties
