Related party transaction management system
Chapter I General Provisions
Article 1 Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as “the company”) in order to ensure the fairness and rationality of related party transactions with related parties and promote the smooth development of the company’s business according to law, This system is formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the Vanfund Urban Investment&Development Co.Ltd(000638) articles of Association (hereinafter referred to as the articles of association) and relevant laws and regulations.
Article 2 when conducting related party transactions, the company shall ensure the legality, necessity and fairness of related party transactions, maintain the independence of the company, and shall not use related party transactions to adjust financial indicators and damage the interests of the company. When confirming and handling related party transactions with related parties, the company shall follow and implement the following principles: (I) the company shall minimize and avoid related party transactions by means of bidding;
(II) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective criteria; If necessary, independent financial consultants or professional evaluation institutions can be hired to give opinions;
(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 stipulated in the form of agreement.
Article 3 when dealing with related party transactions with related parties, the company shall not damage the legitimate rights and interests of all shareholders, especially minority shareholders. The company shall not provide loans to the directors, supervisors and senior managers of the company directly or through subsidiaries.
Chapter II related party transactions and related parties
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 related parties, including:
(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) leased in or leased out assets;
(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 assets or obligations through agreement.
Article 5 The term “affiliated person” in this system includes affiliated legal persons (or 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:
(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) 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 serve 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 (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. 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 legal persons (or other organizations) listed in Item (I) of Article 6 of the system;
(IV) close family members of the persons mentioned in items (I) and (II) 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 8 a legal person (or other organization) or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) according to relevant agreements and arrangements, in the next 12 months, it has one of the circumstances specified in Article 6 or Article 7 of the system;
(II) one of the circumstances specified in Article 6 or Article 7 of the system has been met in the past 12 months. 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.
Chapter III decision making procedures for connected transactions
Article 10 the general manager of the company has the right to decide the related party transactions (except financial assistance and external guarantee) involving the amount of one of the following circumstances:
Related party transactions with related parties with an amount of less than or more than 3 million but accounting for less than 0.5% of the absolute value of the company’s latest audited net assets.
Article 11 the chairman of the board of directors of the company has the right to decide the related party transactions (except financial assistance and external guarantee) involving the amount of one of the following circumstances:
Related party transactions with related parties with an amount of less than 10 million, or more than 10 million, but accounting for less than 2% of the absolute value of the company’s latest audited net assets.
Article 12 the board of directors of the company has the right to decide the related party transactions involving the amount of one of the following circumstances (except financial assistance and external guarantee):
Related party transactions with related parties with an amount of less than 30 million, or more than 30 million, but accounting for less than 5% of the absolute value of the company’s latest audited net assets.
Article 13 related party transactions between the company and related parties with an amount of more than 30 million (except cash assets and guarantees provided by the listed company) and accounting for more than 5% of the absolute value of the company’s latest audited net assets shall be disclosed in time and submitted to the general meeting of shareholders of the company for deliberation and approval.
Article 14 for related party transactions that need to be deliberated by the general meeting of shareholders, the company shall employ an intermediary institution qualified to carry out securities and futures related business to evaluate or audit the subject matter of the transaction. However, there is no need to audit or evaluate the transaction targets involved in the related transactions related to daily operation, or the parties such as related parties make capital contributions in cash, and the equity proportion of each party in the invested subject is determined according to the proportion of capital contribution.
Article 15 when the board of directors of the company deliberates on 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.
The affiliated directors mentioned in the preceding paragraph 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 / 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 (see item (IV) of Article 7 of the system for the specific scope);
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (see item (IV) of Article 7 of the system for the specific scope);
(VI) persons identified by the CSRC, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
Article 16 when the general meeting of shareholders deliberates on related party transactions, shareholders under any of the following circumstances shall withdraw from voting and shall not exercise voting rights on behalf of other shareholders:
(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) legal person or natural person identified by CSRC or Shenzhen stock exchange that may cause the company to favor its interests.
Article 17 independent directors shall express their opinions on the related party transactions that the company intends to reach with related natural persons with an amount of more than 300000 yuan and 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.
Article 18 the company shall not provide financial assistance to related parties, except for providing financial assistance to related joint-stock companies (excluding entities 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 these rules.
Article 19 Where the company provides guarantee for related parties, in addition to being deliberated and approved by more than half of all non related directors, it 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 make a resolution, which shall be 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.
Article 20 when the company conducts related party transactions related to daily operation listed in items (12) to (16) of Article 4 with related parties, it shall timely disclose and perform the deliberation procedures in accordance with the provisions of articles 23 and 24 of the system in accordance with the following standards:
(I) for the first day-to-day connected transactions, the company shall perform the review procedures and disclose them in time according to the transaction amount involved in the agreement; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation;
(II) in case of major changes in the main terms of the agreement during actual implementation or renewal of the agreement upon expiration, the review procedures shall be performed and disclosed in a timely manner in accordance with the transaction amount involved in the newly revised or renewed agreement;
(III) for a large number of daily connected transactions that occur every year, if it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation in accordance with item (I) of this paragraph due to the need to frequently enter into new daily connected transaction agreements, the company can reasonably estimate the annual amount of daily connected transactions by category, perform the deliberation procedures and disclose them in time; If the actual implementation exceeds the expected amount, the excess amount shall prevail, and the review procedures shall be performed and disclosed in time;
(IV) if the term of the daily connected transaction agreement signed between the company and the connected person exceeds three years, the relevant review procedures shall be re performed and disclosed every three years.
The company shall disclose the actual performance of daily connected transactions in the annual report and semi annual report.
Chapter IV disclosure of connected transactions
Article 21 a company shall disclose related party transactions in accordance with the relevant provisions of the standards for the contents and forms of information disclosure by companies offering securities to the public and the Listing Rules of the CSRC, and submit relevant documents. Article 22 the related party transactions of the company’s holding subsidiaries shall be regarded as the behavior of the company, and its approval procedures and disclosure standards shall comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and this system.
Article 23 the related party transactions between the company and the related natural person with a transaction amount of more than 300000 yuan, and the related party transactions with the related legal person with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the latest audited net assets of the listed company shall be disclosed within two working days after signing the agreement.
Article 24 If the amount of transactions between the company and related parties is more than 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, in addition to timely disclosure, the transaction shall also be submitted to the general meeting of shareholders for deliberation.
Article 25 the announcement of connected transactions disclosed by the company shall include but not limited to the following contents:
(I) overview of the transaction and basic information of the transaction object;
(II) prior approval and independent opinions of independent directors;
(III) voting of the board of directors (if applicable);
(IV) description of the affiliated relationship of the parties to the transaction and the basic information of the affiliated persons;
(V) the pricing policy and basis of the transaction, including the relationship between the transaction price and the book value, evaluation value and clear and fair market price of the transaction object, as well as other specific matters related to pricing that need to be explained due to the special nature of the transaction object.
If the transaction price is significantly different from the book value, evaluation value or market price, or the transaction is unfair, it shall disclose the reasons, the direction of interest transfer generated by the related transaction, the financial impact on the company, whether there are other relevant interest arrangements, and whether it may cause potential damage to the listed company by related parties in the future; For the related party purchase of assets submitted to the general meeting of shareholders for deliberation, if the transaction price exceeds 100% of the book value of the transaction object, the counterparty fails to provide the profit guarantee, compensation commitment or repurchase commitment of the transaction object within a certain period of time
