Nacity Property Service Group Co.Ltd(603506)
Related party transaction management system
April, 2002
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of Nacity Property Service Group Co.Ltd(603506) (hereinafter referred to as the “company”), standardize related party transactions, fully ensure the fairness and rationality of commercial activities and safeguard the interests of the company and shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Nacity Property Service Group Co.Ltd(603506) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws and regulations, This system is formulated with reference to the provisions of the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”).
Article 2 the internal control of the company’s connected transactions shall follow the principles of good faith, equality, voluntariness, fairness, openness and fairness.
Chapter II related parties and related transactions
Article 3 the related party transactions mentioned in this system refer to the transfer of resources or obligations between the company, its holding subsidiaries and other entities controlled and related parties, including paid transactions and transfer without consideration.
Article 4 affiliated parties of the company include affiliated legal persons and affiliated natural persons.
Article 5 a legal person or other organization 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, holding subsidiaries and other subjects controlled directly or indirectly by legal persons or other organizations in paragraph 1 of this article;
(III) legal persons or other organizations other than the company, holding subsidiaries and other entities controlled by the company’s affiliated natural persons listed in Article 6, or where the affiliated natural persons act as directors (excluding independent directors of both parties) and senior managers;
(IV) legal persons or other organizations holding more than 5% of the company’s shares and persons acting in concert;
(V) other legal persons or other organizations that have a special relationship with the company and may cause the company to favor its interests according to the principle of substance over form.
If the company and the legal person or other organization listed in Item (II) above are controlled by the same state-owned assets management institution and form the situation described in Item (II) above, it does not constitute an affiliated relationship, except that the chairman, general manager or more than half of the directors of the legal person belong to the situation listed in Item (II) of Article 6 of the system.
Article 6 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 1 of Article 5 of the system;
(IV) close family members of the persons mentioned in Items 1 and 2 of this article, including spouses, parents, 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 as having special relationship with the company according to the principle of substance over form, which may lead to the company’s preference for their interests.
Article 7 the judgment of related parties shall start from the substantive relationship of their control or influence on the company, mainly the influence of related parties on the company’s financial and operating decisions through equity, personnel, management and commercial interests.
Article 8 a legal person or natural person under any of the following circumstances shall be regarded as an affiliate of the company:
(I) due to signing an agreement or making an arrangement with the company or its affiliates, one of the circumstances specified in Article 5 or Article 6 of the system occurs after the agreement or arrangement takes effect or within the next 12 months; (II) in the past 12 months, there has been one of the situations in Article 5 or Article 6 of this system.
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 inform the company of the related persons with whom they have a related relationship.
The company shall refer to the listing rules and other relevant provisions of the stock exchange to determine the list of the company’s related parties, update it in time and file it with the stock exchange (if necessary) to ensure that the list of related parties is true, accurate and complete.
When the company, its holding subsidiaries and other entities under its control have transactions, the relevant responsible persons shall carefully consult the list of related parties and prudently judge whether they constitute related party transactions. If it constitutes a connected transaction, it shall perform the obligations of examination and approval and reporting within their respective authorities.
Article 10 a connected transaction shall be constituted if the company, its holding subsidiaries and other entities under its control are under any of the following circumstances:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(IV) provide guarantee (including guarantee for holding subsidiaries);
(V) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights and debts;
(IX) sign a license agreement;
(x) transfer or transfer of R & D projects;
（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;
（15） Joint investment with related parties;
（16） Other matters that may lead to the transfer of resources or obligations through agreement.
Chapter III audit authority of connected transactions
Article 11 the judgment and determination of whether it is a connected transaction shall be made by the board of directors in accordance with the provisions of this system, and submitted to the general meeting of shareholders or the board of directors for voting in accordance with the provisions of this system on the deliberation and approval authority of connected transactions.
Article 12 the board of directors shall exercise the above-mentioned functions and powers on the principle of diligence and the supremacy of the interests of the company, and fully listen to the opinions of independent directors and members of the board of supervisors on the fairness of related party transactions.
Article 13 if the board of directors violates the provisions of the articles of association and the system on connected transactions, the independent directors and the board of supervisors may propose to convene an extraordinary general meeting for discussion.
Article 14 the President shall fully disclose to the board of directors and inform the board of supervisors the information and materials related to possible related party transactions considered by the board of directors in daily production and operation activities, which shall be reviewed by the board of directors in accordance with this system.
Article 15 if the president refuses to perform or neglects to perform the reporting obligations in the preceding article without justified reasons, the board of directors may give corresponding sanctions after investigating the adverse effects actually suffered by the company.
Article 16 if the board of directors refuses to perform or slackens to perform the obligation of reporting to the general meeting of shareholders without justified reasons, and investigates the adverse effects actually suffered by the company, the general meeting of shareholders may give corresponding sanctions.
Article 17 the following related party transactions shall be deliberated and approved by the general meeting of shareholders, and the related shareholders shall withdraw from voting:
(I) related party transactions between the company and related parties with a single related party transaction amount (including debts and expenses) of more than 30 million yuan and accounting for more than 5% of the latest audited net asset value of the company, and related party transactions with the same subject matter or the cumulative amount of related party transactions reached between the company and the same related party within 12 consecutive months that meet the above conditions, The board of directors shall submit the plan to the general meeting of shareholders for deliberation and approval.
If the subject matter of the transaction is the equity of the company, the company shall also employ an accounting firm qualified to engage in Securities and futures related business in accordance with the relevant provisions of the stock exchange to audit the financial and accounting report of the subject matter of the transaction in the latest year. The audit deadline shall not exceed six months from the convening date of the general meeting of shareholders to consider relevant transaction matters; If the subject matter of the transaction is other assets other than equity, the company shall employ an asset appraisal institution qualified to engage in Securities and futures related business to conduct the appraisal. The benchmark date of the appraisal shall not exceed one year from the date of the general meeting of shareholders to deliberate on relevant transactions. The daily connected transactions listed in Article 22 of the system may not be audited or evaluated
For transactions that fail to meet the standards specified in the preceding paragraph, if the stock exchange deems it necessary, the company shall also employ relevant accounting firms or asset evaluation institutions to audit or evaluate in accordance with the provisions of the preceding paragraph.
(II) the company provides guarantee for related parties;
(III) although it is a connected transaction that the board of directors has the right to judge and implement, the number of non connected directors attending the board of directors is less than three.
Related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for deliberation after the independent directors express their prior approval opinions.
Article 18 the following connected transactions shall be deliberated and approved by the board of directors, and the connected directors shall avoid voting: (I) connected transactions in which the amount of a single connected transaction between the company and the connected natural person (including the debts and expenses undertaken) is more than 300000 yuan but less than 30 million yuan or 5% of the company’s recently audited net assets, As well as related party transactions between the company and related parties on the same subject matter or the cumulative amount of related party transactions reached between the company and the same related party within 12 consecutive months that meet the above conditions, which shall be reviewed and approved by the board of directors. (II) related party transactions between the company and related legal persons or other organizations with a single related party transaction amount of more than 3 million yuan but less than 30 million yuan and accounting for more than 0.5% but less than 5% of the company’s recently audited net asset value, and related party transactions in which the cumulative amount of related party transactions reached between the company and related parties on the same subject matter or between the company and the same related party in consecutive 12 months meets the above conditions, Approved by the board of directors.
Article 19 other related party transactions other than those deliberated and approved by the above general meeting of shareholders and the board of directors shall be examined and approved by the president’s office meeting.
Article 20 the company shall not provide financial assistance to the related parties specified in Articles 5 and 6 of the system, except to the related joint-stock company not controlled by the controlling shareholder and actual controller of the company, and other shareholders of the joint-stock company shall 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.
Article 21 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 17, 18 and 19 according to the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions related to the subscript of the same transaction category with different related parties.
The above-mentioned same related persons include other related persons who are controlled by the same subject or have equity control relationship with each other.
Those who have fulfilled relevant obligations in accordance with Articles 17, 18 and 19 shall not be included in the corresponding cumulative calculation scope. The transactions disclosed by the company but not fulfilled the deliberation procedures of the general meeting of shareholders shall still be included in the corresponding cumulative calculation scope to determine the deliberation procedures to be fulfilled.
Article 22 the related party transactions listed in items 12 to 16 of Article 10 between the company and related parties related to daily operation shall be disclosed and the corresponding review procedures shall be performed in accordance with the following provisions: (I) for the first daily related party transaction, the company shall enter into a written agreement with related parties and perform relevant obligations in accordance with Articles 17, 18 and 19; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation;
(II) for the daily related party transaction agreement that has fulfilled relevant obligations and is being executed, if there is no significant change in the main terms during the execution, the company shall disclose the actual performance of the relevant agreement as required in the periodic report and explain whether it complies with the provisions of the agreement; If the main terms of the agreement change significantly during the execution or the agreement needs to be renewed at the expiration of the agreement, the company shall apply Articles 17, 18 and 19 respectively to the daily connected transactions newly revised or renewed 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;
(III) the company can reasonably estimate the amount of daily connected transactions in the current year according to the category, perform the review procedures and disclose; If the actual implementation exceeds the expected amount, the review procedure shall be re performed and disclosed according to the excess amount; (IV) the annual report and semi annual report of the company shall disclose the actual performance of daily connected transactions by classification and summary;
Article 23 for connected transactions between the company and its connected persons, a written agreement shall be signed to clarify the rights, obligations and legal responsibilities of both parties to the transaction.
Article 24 a daily connected transaction agreement shall at least include the transaction price, pricing principle and basis, total transaction volume or its determination method, payment method and other main terms.
If the agreement does not determine the specific transaction price but only states the reference market price, the company shall disclose the actual transaction price, the market price and its determination method, and the reasons for the differences between the two prices at the same time. The company’s connected transactions shall follow the following pricing principles and methods:
(I) the pricing order of related party transactions shall be subject to the principles of national pricing, market pricing and negotiated pricing; If there is no national pricing and market price, it shall be determined according to the method of cost plus reasonable profit; If the above price cannot be determined, the price shall be determined by both parties through negotiation.
(II) both parties to the transaction shall determine the pricing method according to the specific conditions of related matters and specify it in the relevant related transaction agreement.
(III) market price: determine the price and rate of assets, goods or services based on the market price.
(IV) cost plus price: the transaction price and rate are determined by adding reasonable profit on the basis of the cost of assets, goods or services traded.
(V) agreed price: the price and rate shall be determined through negotiation based on the principle of fairness and impartiality.
Article 25 If the term of the daily connected transaction agreement signed between the company and the connected person exceeds three years, the company shall re perform the review procedures and disclosure obligations every three years in accordance with the provisions of this system.
Article 26 when the company’s related party transactions with related parties are caused by public bidding, public auction and other acts
