Huasi Holding Company Limited(002494)
Related party transaction management system
(April 2022)
Chapter I Preface
Article 1 in order to ensure that the related party transactions between Huasi Holding Company Limited(002494) (hereinafter referred to as the company) and related parties (related parties) comply with the principles of fairness, impartiality and openness, 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, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China This system is formulated in accordance with the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws, regulations and normative documents, as well as the relevant provisions of the Huasi Holding Company Limited(002494) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 related party transactions between the company and related parties shall comply with the relevant provisions of this system in addition to the provisions of relevant laws, regulations, normative documents and the articles of association.
Chapter II related persons and related relationships
Article 3 affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 4 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 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 5 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 that have a special relationship with the company and may cause the company to favor its interests.
Article 5 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 4 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, 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 6 a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) due to signing an agreement or making an arrangement with the company or its affiliates, after the agreement or arrangement takes effect or within the next 12 months, it has one of the circumstances specified in Article 4 or 5 of this system;
(II) one of the situations specified in Article 4 or Article 5 of the system has occurred in the past 12 months.
Article 7 related relationships mainly refer to the ways and means that have the ability to directly or indirectly control or exert significant influence on the company in financial and business decisions, including but not limited to the equity relationship, personnel relationship, management relationship and commercial interest relationship between related parties and the company.
Article 8 the affiliated relationship shall be substantially judged from the specific ways, ways and extent of the affiliated person’s control or influence on the company.
Chapter III related party transactions
Article 9 related party transactions refer to the transfer of resources or obligations between the company and its holding subsidiaries and related parties, including paid transactions and transfer without consideration, including but not limited to:
(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） Purchase or sell raw materials, fuel and power;
（12） Purchase or sell products and commodities;
（13） Providing or receiving labor services;
（14） Entrusted or entrusted purchase and sale;
（15） Agency;
（16） Leasing;
（17） Joint investment with related parties;
（18） Deposit and loan business
（19） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（20） Other matters that may cause transfer of resources or obligations through agreement;
（21） Other matters deemed by the CSRC and Shenzhen Stock Exchange to be related party transactions.
Article 10 related party transactions of the company shall follow the following basic principles:
(I) conform to the principle of good faith;
(II) the principle of not damaging the legitimate rights and interests of the company and non affiliated shareholders;
(III) if the affiliated person enjoys the voting right of the general meeting of shareholders of the company, he shall withdraw from voting;
(IV) interested directors shall withdraw when the board of directors votes on the matter;
(V) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective standards, and shall employ professional appraisers or independent financial advisers when necessary;
(VI) independent directors need to clearly express independent opinions on major connected transactions;
(VII) try to avoid or reduce connected transactions with connected persons;
(VIII) for the related party transactions that must occur, the relevant provisions on information disclosure shall be earnestly implemented.
Article 11 the company shall take effective measures to prevent related parties from interfering in the operation of the company by monopolizing procurement and sales business channels and damaging the interests of the company and non related shareholders. The price or charging principle of connected transactions shall not deviate from the price or charging standard of independent third parties in the market. The company shall fully disclose the pricing basis of related party transactions.
Article 12 related party transactions between the company and related parties shall be subject to written contracts or agreements, which shall follow the principles of equality, voluntariness and compensation for equal value. The contents of the contracts or agreements shall be clear and specific.
Article 13 the company shall take effective measures to prevent shareholders and their affiliates from occupying or transferring the company’s funds, assets and other resources in various forms.
Chapter IV decision making procedures and disclosure of related party transactions
Article 14 when signing contracts, agreements or other arrangements involving related party transactions with related parties, the company 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;
(III) when the board of Directors considers related party transactions, related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. Affiliated directors include the following directors or directors under any of the following circumstances:
1. Counterparty;
2. Working in the counterparty, or in the legal person or other organization that can directly or indirectly control the counterparty, or in the legal entity that can be directly or indirectly controlled by the counterparty;
3. Having direct or indirect control over the counterparty;
4. Close family members of the counterparty or its direct or indirect controller (the specific scope shall be subject to the provisions of item 4 of Article 5 of this system);
5. Close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (the specific scope shall be subject to the provisions of item 4 of Article 5 of the system);
6. Recognition that the independent business judgment of the CSRC, stock exchange or the company may be affected due to other reasons.
(IV) when the general meeting of shareholders deliberates on related party transactions, shareholders under any of the following circumstances shall withdraw from voting: 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. 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 directly or indirectly controlled by the counterparty (applicable to those whose shareholders are natural persons);
6. The voting right is restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
7. Legal person or natural person identified by CSRC or stock exchange that may cause the company to favor its interests.
When the company convenes the board of directors and the general meeting of shareholders to consider related party transactions, the chairman of the meeting shall remind the related directors and related shareholders to avoid voting before the meeting voting.
Article 15 when the board of directors of the company deliberates on related party transactions, it can be held only when more than half of the non related directors are present. The resolutions made at the meeting of the board of directors must be adopted by more than half of the non related 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 16 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall not participate in voting, and the number of voting shares represented by them shall not be included in the total number of voting shares. Such voting must be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders; The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders. If the related shareholders explicitly indicate their withdrawal, other shareholders attending the general meeting of shareholders shall deliberate and vote on the related transaction matters, and the voting results shall have the same legal effect as other resolutions adopted by the general meeting of shareholders.
Article 17 decision making authority of related party transactions:
(I) general meeting of shareholders
1. Related party transactions between the company and related natural 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;
2. For the related party transactions between the company and the related legal person with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s audited net assets in the latest period, at the same time, the company shall hire an intermediary qualified to perform securities and futures related business to evaluate or audit the transaction object;
3. If the company provides guarantee for related parties, regardless of the amount, it shall be submitted to the general meeting of shareholders for deliberation after the approval of the board of directors. If the company provides guarantee for controlling shareholders, actual controllers and their related parties, the controlling shareholders, actual controllers and their related parties shall provide counter guarantee;
4. Where the company provides guarantee for shareholders holding less than 5% of the company’s shares, the provisions of the preceding paragraph shall apply, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders;
5. Although it is a connected transaction reviewed and approved by the board of directors according to item (II) of this article, if the independent director, the board of supervisors or the board of directors think it should be submitted to the general meeting of shareholders for voting, it shall be reviewed and voted by the general meeting of shareholders;
6. Although it is a connected transaction examined and approved by the board of directors in accordance with item (II) of this article, there are less than 3 non connected directors on the board of directors.
(II) board of directors
1. Related party transactions with an amount of more than 300000 yuan between the company and related natural persons;
2. Related party transactions between the company and related legal persons or other organizations 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;
3. If the company provides guarantee for related persons, 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 board meeting and make a resolution, which shall be submitted to the general meeting of shareholders for deliberation; If 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;
4. Matters that meet the deliberation standards of the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation and approval after deliberation by the board of directors. (III) General Manager
1. Related party transactions between the company and related natural persons with an amount of less than 300000 yuan;
2. Connected transactions between the company and related legal persons with an amount of less than 3 million yuan or accounting for less than 0.5% of the absolute value of the company’s latest audited net assets;
3. The above-mentioned counterparties are not related to the general manager.
(IV) independent directors shall give prior approval or express independent opinions on the following related party transactions
1. Related party transactions with an amount of more than 300000 yuan between the company and related natural persons;
2. Related party transactions with an amount of more than 3 million yuan or accounting for more than 5% of the absolute value of the company’s latest audited net assets, which the company intends to reach with related parties, shall be submitted to the board of directors for discussion after being approved by independent directors;
3. Independent directors shall express independent opinions on the existing or new loans or other capital transactions of the company’s shareholders, actual controllers and their affiliated enterprises with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears.
Article 18 the company may employ an independent financial consultant to express opinions on whether the related party transactions that need to be approved by the general meeting of shareholders are fair and reasonable to all shareholders, and issue an independent financial consultant report.
Article 19 in case of any of the following transactions between the company and related parties, the audit or evaluation may not be carried out:
(I) related party transactions related to the daily operation of the company;
(II) all parties such as related parties make capital contributions in cash, and the equity proportion of each party in the invested subject shall be determined according to the proportion of capital contribution;
(III) other circumstances stipulated by Shenzhen Stock Exchange.
However, the matters listed in Item (I) of paragraph 2 of this article shall be disclosed in accordance with the following provisions and the corresponding review procedures shall be performed:
