Related party transaction decision system
Chapter I General Provisions
Article 1 in order to ensure that the connected transactions between Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company”) and connected persons comply with the principles of fairness, impartiality and openness, and ensure that the connected transactions of the company do not harm the interests of the company and all shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and other relevant laws This system is hereby formulated in accordance with laws and regulations and the articles of association of Blue Sail Medical Co.Ltd(002382) company (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.
Article 3 the company shall follow and implement the following basic principles when confirming and handling related relationships and related transactions: (I) try to avoid or reduce related transactions with related parties;
(II) when determining the price of related party transactions, the basic commercial principles of fairness, impartiality, openness and compensation for equal value shall be followed;
(III) when conducting related party transactions, the company shall follow the principle of good faith and shall not damage the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Chapter II Scope of connected persons and connected transactions
Article 4 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 5 a legal person 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 directly or indirectly controlled by the legal persons (or other organizations) mentioned in the preceding paragraph;
(III) legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert;
(IV) 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 (excluding both independent directors) and senior managers.
Article 6 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 legal persons (or other organizations) who directly or indirectly control the company;
(IV) close family members of the persons mentioned in items (I) and (II) of this paragraph.
Article 7 legal persons (or other organizations) and natural persons who have one of the situations mentioned in Articles 5 and 6 in the past 12 months or in the next 12 months according to relevant agreements shall be the affiliates of the company.
The CSRC, Shenzhen Stock Exchange or the company shall, in accordance with the principle of substance over form, identify other natural persons, legal persons (or other organizations) that have a special relationship with the company and may or have caused the company to favor its interests as the related persons of the company.
Article 8 if the company and the legal person (or other organization) listed in Item (II) of Article 5 are controlled by the same state-owned assets management institution and form the situation described in Item (II) of Article 5, it does not constitute an affiliated relationship, except that the chairman, general manager or more than half of the directors of the legal person concurrently serve as the directors, supervisors and senior managers of the company.
Article 9 related party transactions referred to in this system include but are not limited to the following matters:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including entrusted loans);
(IV) provide guarantee (including guarantee for holding subsidiaries);
(V) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer or transfer of R & D 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） Deposit and loan business;
（17） Joint investment with related parties;
（18） Other matters that may cause the transfer of resources or obligations through agreement.
Chapter III Review and avoidance system of connected transactions
Article 10 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) that is 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;
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers;
(VI) persons identified by the CSRC, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
Article 11 affiliated shareholders include the following shareholders or shareholders under any of the following circumstances:
(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 other organization) or natural person as the counterparty;
(V) work 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) that is directly or indirectly controlled by the counterparty;
(VI) close family members of the counterparty and its direct and indirect controllers;
(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) shareholders identified by the CSRC or Shenzhen stock exchange that may cause the company to tilt its interests. Article 12 procedures for related directors to avoid voting:
When the board of directors of the company considers related party transactions, related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. 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 of directors is less than three, the company shall submit the transaction to the general meeting of shareholders for deliberation.
Article 13 procedures for affiliated shareholders to avoid voting:
When the company’s general meeting of shareholders deliberates on related party transactions, related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders.
If the total amount of related party transactions reached between the company and related parties is more than 30 million yuan and 5% higher than the latest audited net asset value of the company, it shall be carried out only after the general meeting of shareholders of the company makes a resolution.
The board of directors shall, in accordance with the principles of fairness, rationality and legality, review the transaction reasons, transaction prices and other important transaction contents of such related party transactions and report them to the general meeting of shareholders for resolution.
When the general meeting of shareholders deliberates on related party transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be 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.
The withdrawal and voting procedures of related shareholders are as follows:
(I) before issuing the notice of the general meeting of shareholders, the convener shall judge whether the relevant matters to be submitted to the general meeting of shareholders for deliberation constitute related party transactions in accordance with laws, regulations and relevant provisions. If the convener judges that the matters to be submitted to the general meeting of shareholders for deliberation constitute related party transactions, the convener shall notify the related shareholders in writing and disclose the related parties involved in the proposal to be deliberated in the notice of the general meeting of shareholders. The related shareholders shall also notify the convener of the related transactions and related parties in advance.
(II) when the general meeting of shareholders is held, the affiliated shareholders shall actively apply for withdrawal, and other shareholders have the right to propose the withdrawal of affiliated shareholders to the convener. The convener shall examine whether the shareholder is an affiliated shareholder and whether the shareholder should withdraw in accordance with relevant regulations.
(III) if the affiliated shareholders have any objection to the decision of the convener, they have the right to report to the relevant competent securities authorities, and can also submit to the people’s court for ruling on whether they form an affiliated relationship and whether they enjoy voting rights. However, before the competent securities authorities or the people’s court make a final and effective ruling, the shareholder shall not participate in the voting, and the number of voting shares it represents shall not be included in the total number of effective votes.
(IV) when the general meeting of shareholders deliberates on related party transactions, the host of the meeting and the witness lawyer shall remind the related shareholders to avoid voting before the shareholders vote. The related shareholders who should be avoided may participate in the discussion of related party transactions involving themselves, and may explain and explain to the general meeting of shareholders on the causes of related party transactions, basic information of transactions, fairness and legality of transactions, etc. However, the shareholder has no right to vote on the matter.
(V) related shareholders should avoid but not avoid. If the general meeting of shareholders passes the resolution on related party transactions, which causes losses to the company, other shareholders or bona fide third parties, the related shareholders shall bear corresponding civil liabilities. If there are no non related shareholders participating in the deliberation of related party transactions at the general meeting of shareholders, the related shareholders may participate in the voting, but the voting of related shareholders shall be truthfully announced and disclosed.
Resolutions made by the general meeting of shareholders on related party transactions must be approved by more than half of the voting rights held by non related shareholders attending the general meeting of shareholders. However, when the related party transaction involves special matters specified in this system, the resolution of the general meeting of shareholders must be approved by more than two-thirds of the voting rights held by the non related shareholders attending the general meeting of shareholders.
When voting on related party transactions at the general meeting of shareholders, the board of directors of the company shall explain the details of related party transactions to the general meeting of shareholders and answer the questions raised by the shareholders of the company; Before voting, the chairman of the meeting shall announce to the shareholders attending the meeting that the affiliated shareholders will not participate in the voting, and then vote in accordance with the voting procedures specified in this section of the system.
Article 14 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) affiliated persons shall not interfere with the company’s decision in any way.
Chapter IV decision making authority of connected transactions
Article 15 decision making authority of connected transactions
(I) approval authority of the general meeting of shareholders:
1. Except that the amount of cash provided by the guarantor and the affiliated company in the latest period exceeds RMB 30 million, which accounts for more than 50% of the net assets of the affiliated company;
2. Provide guarantee for shareholders, actual controllers and other related parties of the company (regardless of amount);
3. Connected transactions beyond the deliberation authority of the board of directors;
4. Connected transactions that should be considered by the board of directors, but the number of non connected directors attending the board of directors is less than three. When the general meeting of shareholders deliberates the above related party transactions, the board of supervisors of the company shall express opinions on whether the transaction is beneficial to the company.
(II) approval authority of the board of directors:
1. Related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan but less than the condition of “transaction 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. Related party transactions with the amount of transactions between the company and related legal persons exceeding 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets, but not meeting the conditions of “transaction amount exceeding 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets”.
Related party transactions exceeding the approval authority of the board of directors shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors. (III) special functions and powers of independent directors: related party transactions with a total amount of more than 3 million yuan or more than 5% of the absolute value of the company’s latest audited net assets to be concluded with related parties shall be submitted to the board of directors for discussion after being approved by more than half of the independent directors. Before the independent directors make a judgment, they can hire an intermediary to issue an independent financial consultant report as the basis for their judgment.
(IV) approval authority of the chairman
The chairman is authorized to approve the related party transactions beyond the approval authority of the general meeting of shareholders and the board of directors.
Article 16 the company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries. Article 17 the company shall not provide financial assistance to the affiliated persons specified in Articles 5 to 7 of these rules, except to the affiliated joint-stock company (excluding the subject controlled by the controlling shareholder and actual controller of the company), and other shareholders of the joint-stock company provide financial assistance with the same conditions according to the proportion of capital contribution.
If the company provides financial assistance to the affiliated joint-stock company specified in the preceding paragraph, in addition to being deliberated and approved by more than half of all non affiliated directors, it shall also be deliberated and approved by more than two-thirds of the non affiliated directors attending the board meeting and submitted to the general meeting of shareholders for deliberation.
The term “affiliated joint stock company” as mentioned in this article refers to the affiliated legal person (or other organization) of the company with shares held by the company and belonging to the company specified in article 5-7 of these rules.
Article 18 a guarantee provided by the company to a related person shall be deliberated and approved by more than half of all non related directors, and shall also be deliberated and approved by more than two-thirds of the non related directors attending the meeting of the board of directors, and a resolution shall be made and submitted to the general meeting of shareholders for deliberation. Where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, the controlling shareholder, actual controller and their affiliates shall provide counter guarantee.
If the guaranteed party becomes an affiliate of the company due to the transaction, the company shall perform corresponding review procedures and information disclosure obligations on the existing affiliated guarantee while implementing the transaction or affiliated transaction. Regardless of the amount, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Article 19 the following transactions between the company and related parties may be exempted from consideration in the form of related party transactions:
(I) one party subscribes for shares and their derivatives, corporate bonds or corporate bonds publicly issued by the other party in cash, except that the issuing object determined in advance includes affiliates;
(II) one party acts as a member of the underwriting syndicate to underwrite the shares and their derivatives, corporate bonds or corporate bonds publicly issued by the other party;
(III) one party according to the resolution of the other party’s general meeting of shareholders
