Dawning Information Industry Co.Ltd(603019)
Related party transaction rules
(April 2022)
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Dawning Information Industry Co.Ltd(603019) (hereinafter referred to as “the company”), clarify the decision-making procedures and management responsibilities and division of labor of related party transactions, and safeguard the legitimate rights and interests of the company, its shareholders and creditors, especially the legitimate rights and interests of small and medium-sized investors, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China These rules are formulated in combination with the actual situation of the company in accordance with the provisions of laws, regulations, normative documents such as the Listing Rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions, and the provisions of Dawning Information Industry Co.Ltd(603019) 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 related party transactions between the company and related parties shall also comply with the relevant provisions of this system. This system is applicable to the company and its wholly-owned subsidiaries and holding subsidiaries.
Article 3 the company’s connected transactions shall follow the principles of fair pricing, compliance with decision-making procedures and standardized information disclosure.
Article 4 the audit committee under the board of directors of the company shall perform the duties of controlling and daily managing the related party transactions of the company, and report to the board of directors and the board of supervisors in a timely manner.
Chapter II related parties and related transactions
Article 5 the affiliated persons of the company include 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:
（1） Legal person (or other organization) that directly or indirectly controls the company;
（2） Legal persons (or other organizations) other than the company, holding subsidiaries and other entities controlled directly or indirectly by the entities mentioned in the preceding paragraph;
（3） Legal persons (or other organizations) other than the company, holding subsidiaries and other entities controlled by the company listed in Article 7 of these rules, which are directly or indirectly controlled by the company’s affiliated natural persons, or where the affiliated natural persons act as directors (excluding independent directors and senior managers of both parties);
（4） Legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert;
（5） China Securities Regulatory Commission, Shanghai Stock Exchange and 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 or have caused the company’s interests to favor them. Article 7 a natural person under any of the following circumstances shall be an affiliated natural person of the company:
（1） Natural persons who directly or indirectly hold more than 5% of the shares of the company;
（2） Directors, supervisors and senior managers of the company;
（3） Directors, supervisors and senior managers of legal persons (or other organizations) that directly or indirectly control the listed company;
（4） Close family members of the persons mentioned in items (I) and (II) of this article;
（5） Other natural persons identified by China Securities Regulatory Commission, Shanghai Stock Exchange and the company according to the principle of substance over form as having special relationship with the company, which may or has caused the company’s interests to favor them.
Article 8 a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
（1） Due to signing an agreement or making an arrangement with the company or its affiliates, it will have one of the circumstances specified in Article 6 or 7 of these rules after the agreement or arrangement takes effect or within the next 12 months;
（2） In the past 12 months, it has been under one of the circumstances specified in Article 6 or Article 7 of these rules.
Article 9 Where the company and the legal person (or other organization) listed in Item (II) of Article 6 of these rules are controlled by the same state-owned assets management institution and form the situation mentioned in this item, it does not constitute an association relationship, except that its legal representative, chairman, general manager or more than half of the directors concurrently serve as the directors, supervisors or senior managers of the company.
Article 10 directors, supervisors and senior managers of a listed company, shareholders holding more than 5% of the shares and their persons acting in concert and actual controllers shall timely submit the list of connected persons of the listed company and the description of their relationship to the board of directors of the listed company, and the company shall do a good job in registration management.
Article 11 related party transactions refer to the transfer of resources or obligations between the company, its holding subsidiaries and other entities controlled and its related parties, including:
（1） Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
（3） Provide financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
（4） Provide guarantee (including guarantee for holding subsidiaries);
（5） Leased in or leased out assets;
（6） Entrusted or entrusted management of assets and businesses;
（7） Donated or donated assets;
（8） Reorganization of creditor’s rights and debts;
（9） Transfer or transfer of R & D projects;
（10） Sign the license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive subscription right, 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 identified according to the principle of substance over form that may lead to the transfer of resources or obligations through the agreement, including providing financial assistance and guarantee greater than its equity proportion or investment proportion to the company jointly invested with the related parties, and waiving the same proportion of capital increase or preferential transfer right to the company jointly invested with the related parties.
Article 5 of the guidelines of Shanghai Stock Exchange on the pricing of related party transactions shall be implemented by reference to the provisions of the guidelines of Shanghai Stock Exchange on the pricing of related party transactions. In case of major changes in the transaction price and other main terms in the agreement during the execution of related party transactions, the company shall re perform the corresponding approval procedures according to the changed transaction amount.
Chapter III decision making procedures for connected transactions
Article 13 related party transactions with the amount of more than 300000 yuan between the company and related natural persons (except for the guarantee provided by the company) shall be considered by the board of directors of the company.
Article 14 the related party transactions between the company and the related legal person (except the guarantee provided by the company) with an amount of 3million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets shall be considered by the board of directors of the company.
Article 15 the company provides guarantee for related parties; Major connected transactions between the company and related parties (except for the guarantee 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 shall be considered by the general meeting of shareholders of the company.
Major connected transactions considered by the general meeting of shareholders shall be examined and approved in accordance with the following procedures:
1. Independent directors give prior approval opinions.
2. At the same time, the audit committee shall review the related party transactions and form written opinions. The audit committee may employ an independent financial consultant to issue a report as the basis for its judgment.
3. After the independent directors and the audit committee express their opinions, the audit committee shall fully disclose the information and materials of related party transactions to the board of directors and inform the board of supervisors, which shall be considered by the board of directors in accordance with these rules.
4. After the deliberation and approval of the board of directors, the information and materials of related party transactions shall be fully disclosed to the general meeting of shareholders, which shall consider them in accordance with these rules.
Where a company intends to have a major connected transaction, it shall provide an audit or evaluation report on the subject matter of the transaction issued by a securities service institution that meets the provisions of relevant laws and regulations and the requirements of the regulatory authority. No audit or evaluation may be conducted on the trading objects involved in the affiliated exchanges related to daily operation as mentioned in these rules.
Article 16 according to the decision-making authority of these rules, related party transactions that do not need to be submitted to the board of directors and the general meeting of shareholders for deliberation shall be implemented after deliberation and approval by the general manager of the company.
Article 17 Where a company and its affiliates jointly contribute to the establishment of a company, the amount of capital contribution of the company shall be taken as the transaction amount; If the company’s waiver of rights does not lead to the change of the scope of the consolidated statements of the listed company, but the proportion of the equity of the subject decreases compared with the non waiver of rights, the transaction amount shall be the amount waived and the relevant financial indicators calculated according to the proportion of changes in equity; If the company directly or indirectly waives the right of preemptive purchase or subscribed capital contribution to the holding subsidiary or other entities under its control, resulting in changes in the scope of the consolidated statements, the transaction amount shall be the amount waived and the relevant financial indicators of the entity.
Article 18 when the related party transactions of the company involve “providing financial assistance”, “providing guarantee”, “entrusted financial management” and other matters, the amount incurred shall be taken as the calculation standard.
Article 19 If the company has transactions with the same connected person or transactions related to the subject categories of transactions with different connected persons within 12 consecutive months, the amount of connected transactions shall be calculated in accordance with the principle of cumulative calculation within 12 consecutive months. If the decision-making procedures of the general meeting of shareholders have been performed in accordance with the cumulative calculation principle, it will not be included in the relevant cumulative calculation scope.
Article 20 If a related party intends to have a related party transaction with the company, it shall report to the securities legal department of the company and provide relevant materials before the related party transaction, and shall be implemented in accordance with the above provisions after the securities legal department reviews and determines the corresponding decision-making procedures.
Chapter IV avoidance of related parties
Article 21 when a company’s related party signs an agreement involving related party transactions with the company, it shall take necessary avoidance measures.
Article 22 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.
The affiliated directors mentioned in the preceding paragraph include the following directors or directors under any of the following circumstances:
（1） Is the counterparty;
（2） 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 directly or indirectly controlled by the counterparty;
（3） Having direct or indirect control over the counterparty;
（4） A close family member of the counterparty or its direct or indirect controller;
（5） Close family members of directors, supervisors or senior managers of the counterparty or its direct or indirect controllers;
（6） Directors whose independent business judgment may be affected as determined by the CSRC, the stock exchange or the company based on the principle of substance over form.
Article 23 when the company’s general meeting of shareholders deliberates on related party transactions, the following shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders:
（1） Counterparty;
（2） Having direct or indirect control over the counterparty;
（3） Directly or indirectly controlled by the counterparty;
（4） Directly or indirectly controlled by the same legal person or other organization or natural person as the counterparty;
（5） 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 directly or indirectly controlled by the counterparty;
（6） A close family member of the counterparty or its direct or indirect controller;
（7） The voting right is restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
（8） Shareholders identified by the CSRC or the stock exchange that may cause the company to tilt its interests. The deliberation of related party transactions at the general meeting of shareholders must be approved by more than 1 / 2 of the voting rights held by the non related shareholders attending the general meeting of shareholders. However, if the related party transactions involve matters that need to be approved by the general meeting of shareholders by special resolution in accordance with the articles of association, the resolution of the general meeting of shareholders must be approved by more than 2 / 3 of the voting rights held by the non related shareholders attending the general meeting of shareholders.
Article 24 the company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Article 25 the company shall not directly or indirectly provide funds to the controlling shareholders and other related persons in the following ways:
（1） Lending the company’s funds to the controlling shareholders and other related persons with compensation or free of charge;
（2） Providing entrusted loans to related parties through banks or non bank financial institutions;
（3） Entrust the controlling shareholders and other related persons to carry out investment activities;
（4） Issue commercial acceptance bills for controlling shareholders and other related persons without real transaction background;
（5） Repay debts on behalf of controlling shareholders and other related persons;
（6） Other methods recognized by relevant regulatory authorities.
Chapter V disclosure of connected transactions
Article 26 the related party transactions (except the guarantee provided by the company) with the amount of more than 300000 yuan between the company and the related natural person or with the related legal person (or other organization) with the amount of more than 3 million yuan (including the debts and expenses undertaken) and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets (except the guarantee provided by the company) shall be disclosed in the form of an interim report.
Article 27 when disclosing related party transactions, the company shall submit the following documents to the stock exchange:
（1） Announcement manuscript;
（2） Agreements or letters of intent related to the transaction; Draft of resolutions of the board of directors and announcement of resolutions; The approval of the competent authority involved in the transaction (if applicable); Professional reports issued by securities service institutions (if applicable);
（3） Written documents of prior approval of the transaction by independent directors;
（4） Opinions of independent directors;
（5） The opinion of the Audit Committee (if applicable);
（6） Other documents required by Shanghai Stock Exchange.
The first
