Related party transaction management system
Chapter I General Provisions
Article 1 in order to regulate the related party transactions between Tong Petrotech Corp(300164) (hereinafter referred to as "the company") and related parties, comply with the principles of fairness, openness and impartiality, and ensure that the related party transactions of the company do not damage the legitimate rights and interests of the company and non related shareholders, especially small and medium-sized investors, according to the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other laws The system is formulated by laws and regulations, normative documents and Tong Petrotech Corp(300164) 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 connected transactions between the company and its connected persons shall also comply with the relevant provisions of this system.
Article 3 a written agreement shall be signed for the connected transactions between the company and its connected persons. 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.
Article 4 related party transactions shall follow the principles of fairness, impartiality and openness. In principle, the price of related party transactions shall not deviate from the price or charging standard of an independent third party in the market.
Chapter II related parties and related transactions
Article 5 the affiliated persons of the company include affiliated legal persons and affiliated natural persons
Article 6 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 person 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 7 of the system, or where the affiliated natural persons act as directors and senior managers;
(IV) legal persons or persons acting in concert holding more than 5% of the shares of the company;
(V) the China Securities Regulatory Commission, 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 lead to the preference of the company's interests
Article 7 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 6;
(IV) close family members of the persons mentioned in items (I) and (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) 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 lead to the preference of the company's interests. Article 8 the legal person or natural person under one of the following circumstances shall be regarded as the related person of the company:
(I) 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 will have one of the circumstances specified in Article 6 or Article 7;
(II) one of the circumstances specified in Article 6 or Article 7 has occurred in the past 12 months.
Article 9 the directors, supervisors, senior managers, shareholders holding more than 5% shares and actual controllers of the company shall timely inform the company of the related parties with which they are related. The company shall timely update the list of related parties and timely file the information of the above related parties with Shenzhen Stock Exchange.
The related party transactions of the company's holding subsidiaries shall be regarded as the transactions of the company, and the provisions of the CSRC, Shenzhen Stock Exchange and this system shall apply. Where the company's joint-stock company has a connected transaction with its connected persons, which may have a great impact on the trading price of the company's shares and their derivatives, the company shall perform the obligation of information disclosure with reference to the provisions of these rules.
Article 10 related party transactions referred to in this system refer to the transfer of resources or obligations between the company or its holding subsidiaries and related parties, including but not limited to the following matters:
(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 company for others, including the guarantee for holding subsidiaries);
(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) sign a license agreement;
(x) transfer of research and development projects;
（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 both parties;
（17） Other matters that may cause the transfer of resources or obligations through agreement;
（18） Other matters considered by China Securities Regulatory Commission and Shenzhen Stock Exchange to be related party transactions.
Article 11 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, openness and fairness. In principle, the prices or charges of related party transactions shall not deviate from the standards of independent third parties in the market. For related party transactions that are difficult to compare market prices or whose pricing is restricted, the standards of costs and profits shall be specified through the contract; The company shall fully disclose the pricing basis of related party transactions;
(III) the guarantee provided by the company to shareholders, actual controllers and their affiliates shall be submitted to the general meeting of shareholders for deliberation;
(IV) directors, shareholders and parties who have any interest with related parties shall withdraw from voting when voting on the matter;
(V) the board of directors shall judge whether the related party transaction is beneficial to the company according to objective criteria, and shall employ professional appraisers or independent financial consultants when necessary.
The internal control of the company's connected transactions shall follow the principles of good faith, equality, voluntariness, fairness, openness and fairness, and shall not damage the interests of the company and other shareholders.
Chapter III decision making procedures for connected transactions
Article 12 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 13 if the amount of transactions (except the provision of guarantee) between the company and related parties exceeds 30 million yuan and accounts for more than 5% of the absolute value of the company's audited net assets in the latest period, an intermediary qualified to engage in Securities and futures related business shall be hired to evaluate or audit the transaction subject matter, which can be implemented only after being approved by the general meeting of shareholders of the company.
The transaction targets involved in the affiliated transactions related to daily operation mentioned in Article 10 of the system may not be audited or evaluated.
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 14 transactions between the company and related parties (except for providing guarantee and financial assistance) that meet one of the following standards shall be submitted to the board of directors for deliberation:
(I) transactions with connected natural persons with a transaction amount of more than 300000 yuan;
(II) transactions with affiliated 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.
Related party transactions that fail to meet the deliberation standards of the board of directors shall be decided by the president authorized by the board of directors. If the president is related to the related party transaction, the related party transaction shall be considered and decided by the board of directors. Related party transactions between the company and related parties with a transaction amount of more than 3 million yuan and more than 0.5% of the absolute value of the company's recently audited net assets shall be submitted to the board of directors for deliberation after being approved by the independent director. Before making judgment, the independent director can hire an intermediary to issue an independent financial advisory report, As the basis for its judgment, the opinions of independent directors and other materials that need to be disclosed shall be disclosed for related party transactions that meet the disclosure standards specified in the Listing Rules of gem shares of Shenzhen Stock Exchange
Related party transactions arising from the provision or acceptance of labor services, purchase or sale of goods between related parties and the company shall be determined according to the market fair price
Article 15 a written agreement shall be signed for the transactions between the company and its affiliates, and the contents of the agreement shall be clear and specific. The company shall disclose the conclusion, modification, termination and performance of the agreement in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules
Article 16 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 related directors are present, and the resolutions made at the meeting of the board of directors must be approved by more than half of the non related directors. If the number of non related directors attending the meeting of the board of directors is less than three, the company shall submit the transaction to the general meeting of shareholders 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) being the direct or indirect controller of the counterparty;
(III) working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty, 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 identified by the China Securities Regulatory Commission, Shenzhen Stock Exchange or the company for other reasons
Article 17 when the general meeting of shareholders of the company deliberates related party transactions, the related shareholders shall withdraw from voting. The related shareholders mentioned in the preceding paragraph include the following shareholders or shareholders under one of the following circumstances:
(I) is the counterparty;
(II) being the direct or indirect controller of 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;
(VI) working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty, or in the legal entity directly or indirectly controlled by the counterparty (applicable to those whose shareholders are natural persons);
(VII) shareholders whose voting rights are restricted and affected due to unfulfilled equity transfer agreements or other agreements with the counterparty or its affiliates;
(VI) shareholders identified by China Securities Regulatory Commission or Shenzhen stock exchange that may cause the company's interests to be biased against them. Shareholders identified by China Securities Regulatory Commission, Shenzhen Stock Exchange or the company for other reasons that may cause the company's interests to be biased against them.
Chapter IV disclosure of connected transactions
Article 18 related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan shall be disclosed in a timely manner. Related party 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 shall be disclosed in a timely manner
Article 19 in addition to timely disclosure, related party transactions with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the latest audited net assets of the company with related parties shall also employ intermediaries qualified to carry out securities and futures related businesses to audit or evaluate the transaction subject matter in accordance with relevant regulations, and submit the transaction to the general meeting of shareholders for deliberation
Article 20 when disclosing related party transactions, the company shall submit the following documents to Shenzhen Stock Exchange:
(I) announcement manuscript;
(II) agreements or letters of intent related to the transaction;
(III) resolutions of the board of directors, draft of resolution announcement and opinions of independent directors (if applicable);
(IV) government approvals involved in the transaction (if applicable);
(V) professional reports issued by intermediaries (if applicable);
(VI) written documents of prior approval of the transaction by independent directors;
(VII) opinions of independent directors and recommendation institutions;
(VIII) other documents required by Shenzhen Stock Exchange
Article 21 the announcement of connected transactions disclosed by the company shall include the following contents:
(I) overview of the transaction and basic information of the subject matter of the transaction;
(II) prior approval and independent opinions of independent directors;
(III) voting of the board of directors (if applicable);
(IV) related party relationships and basic information of related parties;
(V) the pricing policy and basis of the transaction, the relationship between the transaction price and the book value or evaluation value of the transaction object and the clear and fair market price, as well as other matters related to pricing that need to be explained due to the particularity of the transaction object; If the transaction price is significantly different from the book value, assessed value or market price, the reasons shall be explained; If the transaction is unfair, it shall also disclose the transfer direction of the interests generated by the related party transaction;
(VI) the main contents of other aspects of the transaction agreement, including the transaction price and settlement method, the nature and proportion of the rights and interests of related parties in the transaction, the effective conditions, effective time and performance period of the agreement; For the continuous or recurrent related party transactions occurred in the daily operation, the total estimated transaction amount of the related party transaction in the whole year shall also be explained;
(VII) the purpose of the transaction and the impact of the transaction on the company, including the connection
