Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Related party transaction decision system
(revised in 2022)
Chapter I General Provisions
Article 1 to further improve Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as "the company")
Corporate governance structure, promote the standardized operation of the company, enhance the independence and scientificity of the company's decision-making, and better protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations This system is formulated in accordance with the provisions of normative documents and Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of Association (hereinafter referred to as the articles of association) and in combination with the actual situation of the company.
Article 2 related party transactions of the company shall follow the following basic principles:
(I) try to avoid and reduce related party transactions with related parties;
(II) conform to the principle of good faith; When determining the price of related party transactions, the general commercial principles of "fairness, impartiality, openness and compensation for equal value" must be followed;
(III) the principle of affiliated person avoiding voting;
(IV) 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 consultants when necessary.
Article 3 the pricing of related party transactions of the company shall follow the following principles:
(I) if the transaction is priced by the government, the price shall be directly applicable;
(II) if the transaction is subject to the government guided price, the transaction price shall be reasonably determined within the scope of the government guided price;
(III) in addition to the government fixed price or government guided price, if there is a comparable market price or charging standard of an independent third party for the transaction, the transaction price shall be determined with priority by referring to the price or standard. When the transaction price is agreed accordingly, the following factors affecting the pricing shall be fully considered:
1. The market price of the region to be supplied or sold;
2. Compare the differences of regional physical and geographical environment and the resulting economic cost differences;
3. Compare the differences of regional comprehensive price index and growth coefficient and industrial price index and growth coefficient;
4. Compare the differences in quantity, quality, grade and specification corresponding to the price;
5. Other major factors affecting comparability.
(IV) if there is no comparable independent third party market price for the transaction, the transaction price shall be determined by reference to the price of non related party transactions between related parties and third parties independent of related parties;
(V) if there is neither the market price of an independent third party nor the price of an independent unrelated transaction for reference, the reasonable constituent price shall be used as the basis for pricing. The component price is reasonable cost plus reasonable profit (calculated according to the general cost gross profit margin of the industry).
Article 4 the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company shall not use their affiliated relations to damage the interests of the company.
Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.
Chapter II related party transactions and related parties
Article 5 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiaries and related parties, including the following matters:
(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 resources or obligations through agreement;
（19） Other transactions recognized by China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange").
Article 6 the related party transactions of subsidiaries controlled or holding more than 50% equity by the company shall be regarded as the behavior of the company, and the decision-making procedures shall be subject to the provisions of this system.
Article 7 affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 8 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 person mentioned in Item (I);
(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 10 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 or have caused the company to favor its interests. Article 9 if the company and the legal person listed in Item (II) of the preceding article are only controlled by the same state-owned assets management institution, they will not form a related relationship; Except that its legal representative, chairman, general manager or more than half of the directors concurrently serve as directors, supervisors or senior managers of the company.
Article 10 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) directly or indirectly controlling the directors, supervisors and senior managers of the listed company's legal person (or other organizations);
(IV) close family members of the persons mentioned in items (I) and (II) of this article, including spouses, parents, children over the age of 18 and their spouses, brothers and sisters and their spouses, parents of spouses, brothers and sisters 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 or has caused the company to favor its interests.
Article 11 in the past 12 months or in the next 12 months according to relevant agreements, if there is one of the circumstances specified in Articles 8 and 10 of this system, it shall be regarded as the affiliated person of the company.
Article 12 the company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Article 13 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 board of directors, and the Secretary Office of the board of directors shall do a good job in the registration management.
Chapter III deliberation procedures and disclosure of connected transactions
Article 14 when signing an agreement involving connected transactions with the company, the company's connected persons 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.
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) 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; (III) having direct or indirect control over the counterparty;
(IV) close family members of the counterparty or its direct or indirect controllers;
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers;
(VI) directors whose independent business judgment may be affected due to other reasons identified by the CSRC, Shenzhen Stock Exchange or the company.
Article 16 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall withdraw from voting and shall not exercise voting rights on behalf of other shareholders.
The affiliated shareholders mentioned in the preceding paragraph include shareholders under any of the following circumstances:
(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) shareholders identified by the CSRC or Shenzhen stock exchange that may cause the company to tilt its interests. Article 17 decision making authority of related party transactions:
(I) decision making authority of the board of directors
1. The board of directors shall examine and approve the connected transactions between the company and connected natural persons with a transaction amount of less than 3 million yuan. Authorize the chairman of the board of directors to approve the connected transactions with connected natural persons with a transaction amount of less than 300000 yuan;
2. The board of directors shall examine and approve the related party transactions between the company and related legal persons with a transaction amount of less than 30 million yuan and accounting for less than 5% of the absolute value of the company's latest audited net assets. Authorize the chairman of the board of directors to approve the related party transactions between the company and related legal persons with a transaction amount of less than 10 million yuan and accounting for less than 2% of the absolute value of the company's latest audited net assets.
(II) decision making authority of the general meeting of shareholders
1. The general meeting of shareholders shall examine and approve the connected transactions between the company and connected natural persons with a transaction amount of more than 3 million yuan;
2. The general meeting of shareholders approves the related party transactions between the company and related parties with a transaction 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;
3. Where the company provides guarantee for related parties, regardless of the amount, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors;
4. Related party transactions that shall be submitted to the general meeting of shareholders for deliberation as stipulated by the CSRC or the Shenzhen Stock Exchange.
Article 18 a listed company shall not provide financial assistance to related parties, except for the case of providing financial assistance to related joint-stock companies (excluding the subjects controlled by the controlling shareholders and actual controllers 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. Where 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.
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. If the guaranteed party becomes an affiliate of the company due to the transaction, the company shall perform corresponding review procedures and information disclosure obligations on the existing affiliated guarantee while implementing the transaction or affiliated transaction. If the board of directors or the general meeting of shareholders fails to consider and approve the related guarantee matters specified in the preceding paragraph, all parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 20 for entrusted financial management between the company and related parties, if it is difficult to perform the review procedures and disclosure obligations for each investment transaction due to transaction frequency and timeliness requirements, the investment scope, investment amount and period can be reasonably predicted, and the amount shall be taken as the calculation standard, and the provisions of Article 17 shall apply. The service life of the relevant limit shall not exceed 12 months, and the transaction amount (including the relevant amount of reinvestment of the income of the above investment) at any point in the period shall not exceed the investment limit.
Article 21 Where a company makes joint investment with its related parties, the amount invested by the company shall be taken as the transaction amount, which is applicable to the provisions of Article 17.
Article 22 for entrusted financial management between the company and related parties, if it is difficult to perform the review procedures and disclosure obligations for each investment transaction due to transaction frequency and timeliness requirements, the investment scope, investment amount and period can be reasonably predicted, and the amount shall be used as the calculation standard, and the provisions of Article 17 shall apply. The service life of the relevant limit shall not exceed 12 months, and the transaction amount (including the relevant amount of reinvestment of the income of the above investment) at any point in the period shall not exceed the investment limit.
Article 23 for the related party transactions between the company and its related parties that need to be submitted to the general meeting of shareholders for deliberation (except for the cash assets and guarantees received by the listed company) with an 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 listed company, an intermediary in accordance with the provisions of the Securities Law shall be employed in accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange, Evaluate or audit the subject matter of the transaction. If the company and its related parties have transactions related to the daily operation in items (12) to (16) of Article 5 of the system, the transaction targets involved in the related transactions may not be audited or evaluated, but if there are provisions in relevant laws, regulations or normative documents, such provisions shall prevail.
Article 24 the following related party transactions of the company within 12 consecutive months shall be handled in accordance with the cumulative
