Vanfund Urban Investment&Development Co.Ltd(000638)
Comparison table for revision of related party transaction management system
In order to further improve the level of corporate governance, according to the relevant provisions of the latest company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and the articles of association of Vanfund Urban Investment&Development Co.Ltd(000638) .
Before and after revision
Article 1 Wanfang Real Estate Co., Ltd. (hereinafter referred to as “company 1 Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as” company “) is the company that guarantees the related party transactions with related parties. In order to ensure the admissibility and rationality of related party transactions with related parties, promote the smooth development of the company’s business according to law and promote the smooth development of the company’s business according to fairness and rationality, According to the company law of the people’s Republic of China (hereinafter referred to as the company law of the people’s Republic of China (hereinafter referred to as the company law) and the law), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), and the rules of Wanfang Real Estate Co., Ltd The Vanfund Urban Investment&Development Co.Ltd(000638) articles of association, the articles of association of the company (hereinafter referred to as the articles of association) and relevant laws, (hereinafter referred to as the articles of association) and the provisions of relevant laws and regulations formulate this system. Formulate this system.
Article 2 when conducting related party transactions, the company shall ensure the legality, compliance, necessity and fairness of related party transactions. Article 2 the company shall maintain the independence of the company in recognizing and dealing with related parties
The following principles must be followed and implemented when conducting related party transactions: independence. It is not allowed to use related party transactions to adjust financial indicators and damage the public
(I) the company shall minimize and avoid the company’s interests by means of bidding. The company confirms and handles the occurrence of related party transactions with related parties; The following principles must be followed and implemented in the joint transaction:
(II) the board of directors of the company shall judge whether it is beneficial for the company to minimize and avoid related party transactions by means of bidding according to objective standards; If necessary, independent joint venture can be employed to prevent the occurrence of transactions;
Opinions issued by financial consultants or professional evaluation institutions; (II) the board of directors of the company shall judge whether the related party transaction (III) the related party transaction shall follow the principle of openness, fairness and impartiality is beneficial to the company according to objective standards; If necessary, an independent financial consultant may be employed, and the pricing principle shall mainly follow the market principle and give opinions by the parties or professional evaluation institutions;
The formula shall be specified. (III) related party transactions shall follow the principles of openness, fairness and impartiality, and the pricing principle shall mainly follow the market principle and be determined by agreement
regulations.
Before and after revision
Article 4 related party transactions of the company refer to the related party transactions of the company or its holding subsidiaries. Article 4 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiaries and its affiliates, including:
(I) purchase or sale of assets;
(I) purchase or sale of assets; (II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.); (II) foreign investment (including entrusted financial management, entrusted loans, etc.); (III) providing financial assistance (including entrusted loans);
(III) providing financial assistance; (IV) provide guarantee (including guarantee for holding subsidiaries);
(IV) provide guarantee; (V) leased in or leased out assets;
(V) leased in or leased out assets; (VI) entrusted or entrusted management of assets and businesses;
(VI) sign management contracts (including entrusted operation, donated or donated assets);
Entrusted operation, etc.); (VIII) reorganization of creditor’s rights or debts;
(VII) donated or donated assets; (IX) transfer or transfer of R & D projects;
(VIII) reorganization of creditor’s rights or debts; (x) sign the license agreement;
(IX) transfer of research and development projects; （11） Waiver of rights (including waiver of preemptive right and preemptive right) (x) signing of license agreement; (rights to make capital contributions, etc.);
（11） Purchase of raw materials, fuel and power; （12） Purchase of raw materials, fuel and power;
（12） Selling products and commodities; （13） Selling products and commodities;
（13） Providing or receiving labor services; （14） Providing or receiving labor services;
（14） Entrusted or entrusted sales; （15） Entrusted or entrusted sales;
（15） Joint investment by related parties; （16） Deposit and loan business;
（16） Other assets or obligations that may be transferred through agreement (XVII) joint investment with related parties;
Matters to be moved. （18） Other matters that may cause the transfer of assets or obligations through agreement.
Article 5 The term “affiliated person” in this system includes affiliated legal persons and related parties. Article 5 The term “affiliated person” in this system includes affiliated legal persons (or their affiliated natural persons. Other organizations) and affiliated natural persons.
Article 6 a legal person or other organization under any of the following circumstances shall be an affiliated legal person (or other organization) of the company:
Article 6 a legal person under any of the following circumstances shall be a member of the company: (I) a legal person who directly or indirectly controls the company (or other associated legal persons: Organizations);
(I) legal person who directly or indirectly controls the company; (II) a legal person other than the company and its holding subsidiaries under public control, which is directly or indirectly controlled by the legal person (or other organization) mentioned in the preceding paragraph, and (II) a legal person other than the company and its holding subsidiaries directly or indirectly controlled by the legal person mentioned in the preceding paragraph; (or other organizations);
(III) the affiliated natural person of the company listed in Article 7 of this system (III) is directly or indirectly controlled by the affiliated natural person of the company listed in Article 7 of this system, or serves as a director, senior manager or indirect control, or serves as a director (excluding legal persons other than the company and its holding subsidiaries who are independent members of both parties; directors) and senior managers, Except for the company and its holding subsidiary (IV), the legal person holding more than 5% of the shares of the company; Legal person (or other organization) other than the company;
(V) China Securities Regulatory Commission, Shenzhen Stock Exchange or company root (IV) legal persons holding more than 5% of the shares of the company (or other special organizations with the company recognized according to the principle of substance over form) and their persons acting in concert; Special relationship, which may cause the company to favor its interests. (V) other legal persons (or other organizations) identified by the CSRC, Shenzhen Stock Exchange or the company according to the principle of substance over form and having special relationship with the company, which may cause the company to favor its interests.
Before and after revision
Article 7 a natural person under any of the following circumstances shall be a natural person of the company. Article 7 a natural person under any of the following circumstances shall be a related natural person of the company: a joint natural person:
(I) natural persons who directly or indirectly hold more than 5% of the shares of the company (I) natural persons who directly or indirectly hold more than 5% of the shares of the company; People;
(II) directors, supervisors and senior managers of the company; (II) directors, supervisors and senior managers of the company;
(III) directors of the legal person listed in Item (I) of Article 6 of the system (III) directors, supervisors and senior managers of the legal person listed in Item (I) of Article 6 of the system (or its directors, supervisors and senior managers; other organizations);
(IV) the relationship between the persons mentioned in items (I) and (II) (IV) the close family members of the persons mentioned in items (I) and (II) of this article, including the spouse, parents and all family members of the spouse, including the spouse, parents and parents of the spouse, siblings and their spouses, children and siblings over the age of 18 and their spouses, children over the age of 18 and their spouses, and their spouses Siblings of spouses and parents of children spouses; Siblings of spouses and parents of children spouses; (V) the CSRC, Shenzhen Stock Exchange or the company root (V) other natural persons identified by the CSRC, Shenzhen Stock Exchange or the company according to the principle of substance over form, which have special relationship with the company and may cause the company to favor its interests. Natural person who may cause the company to favor its interests. Article 8 a legal person or natural person under any of the following circumstances shall be deemed
Article 8 a legal person (or other organization) under any of the following circumstances (I) is deemed to be an affiliate of the company due to the signing of an agreement or the making of an agreement with the company or an affiliate of the company or a natural person: after the agreement or arrangement takes effect, or within the next twelve months (I) according to the relevant agreement and arrangement, within the next twelve months, Under any of the circumstances specified in Article 6 or 7 of this system, or under any of the circumstances specified in Article 6 or 7 of this system;
(I) the; (II) in the past 12 months, it has been under Article 6 of this system or (II) in the past 12 months, it has been under one of the circumstances specified in Article 6 and Article 7 of this system. Under any of the circumstances specified in article or Article 7.
Article 9 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 related persons and the description of the related relationship to the company’s board of directors, and the company shall do a good job in registration management.
Article 9 the general manager of the company has the right to decide the related party transactions (excluding external guarantees) involving the amount up to one of the following circumstances: one form of related party transactions (excluding financial assistance and external guarantees) : related party transactions with the amount of less than 3 million or more than 3 million with related parties, but accounting for 0.5% of the absolute value of the company’s latest audited net assets and less than 0.5% of the absolute value of the company’s latest audited net assets. Related party transactions.
Article 10 the chairman of the board of directors of the company has the right to decide the related party transactions (excluding external guarantees) involving an amount up to one of the following circumstances: the related party transactions under one of the following circumstances (excluding financial assistance and external guarantees): the amount with related parties is less than 10 million, or the amount with related parties is less than 10 million, or
The net assets of the company with the absolute value of more than RMB 10 million in the latest audited period accounted for more than 20% of the net assets of the company with the absolute value of more than RMB 10 million in the latest audited period. For values below 2%
