Guangdong Kitech New Material Holding Co.Ltd(300995)
Related party transaction decision system
Chapter I General Provisions
Article 1 in order to further strengthen the management of related party transactions of Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as “the company”), clarify the management responsibilities and division of labor, safeguard the legitimate interests of shareholders and creditors of the company, especially the legitimate interests of small and medium-sized investors, and ensure that the related party transaction contracts concluded between the company and related parties comply with the principles of fairness, impartiality and openness, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The system is formulated in accordance with the Guangdong Kitech New Material Holding Co.Ltd(300995) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and rules.
Article 2 this system is applicable to the related party transactions of the company’s wholly-owned and holding subsidiaries (hereinafter collectively referred to as “subsidiaries”).
In principle, the provisions of this system shall apply to the related party transactions of the company’s joint-stock company according to the company’s shareholding ratio in the joint-stock company.
Article 3 the company shall follow and implement the following basic principles when confirming related party relationships and handling related party transactions:
(I) try to avoid or reduce related party transactions with related parties;
(II) when determining the price of related party transactions, the principle of “fairness, impartiality, openness and compensation for equal value” shall be followed, and in principle, the standard of independent third party in the market shall not be deviated. For related party transactions that are difficult to compare the market price or whose pricing is limited, the price of related party transactions shall be determined based on the standard of cost plus reasonable profit;
(III) affiliated directors and affiliated shareholders avoid voting;
(IV) employ independent financial consultants or professional evaluation institutions to express opinions and reports when necessary;
(V) when dealing with connected transactions with connected persons, the company shall follow the principle of good faith and shall not damage the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Chapter II related parties and scope of related party transactions
Article 4 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
(I) a legal person or other organization under any of the following circumstances shall be an affiliated legal person of the company:
1. Legal persons or other organizations that directly or indirectly control the company;
2. Legal persons or other organizations other than the company and its holding subsidiaries directly or indirectly controlled by the legal persons mentioned in the preceding paragraph;
3. Legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the affiliated natural persons referred to in Item (II) of this article, or where the affiliated natural persons act as directors (except independent directors) and senior managers;
4. Legal persons or persons acting in concert holding more than 5% of the shares of the company;
5. The CSRC, the stock exchange or other legal persons identified by the company according to the principle of substance over form as having a special relationship with the company, which may lead to the preference of the company’s interests.
If the company and the legal person listed in Item (I) 2 are controlled by the same state-owned assets management institution, which forms the situation described in Item (I) 2, it does not constitute a related 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) 2.
(II) 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 company;
4. Close family members of the persons mentioned in Items 1, 2 and 3 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;
5. The CSRC, stock exchange or other natural persons identified by the company as having special relationship with the company according to the principle of substance over form, which may lead to the preference of the company’s interests.
(III) 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 items (I) and (II) of this article 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 items (I) and (II) of this article.
Article 5 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 timely report the information of the above-mentioned connected persons to the stock exchange for the record.
Article 6 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiary and its related parties, including but not limited to the following transactions:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
(III) providing financial assistance (including entrusted loans);
(IV) providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for subsidiaries);
(V) assets leased in or leased out;
(VI) sign management contracts (including entrusted operation, entrusted operation, etc.);
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer of research and development projects;
(x) sign the license agreement;
（11） Waiver of rights (including waiver of preemptive subscription rights, preemptive subscription rights, 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） Joint investment by related parties;
（17） Other matters that may cause the transfer of resources or obligations through agreement;
（18） Laws, regulations, normative documents or other matters deemed by the CSRC and the stock exchange to be related party transactions.
Chapter III Determination and management of prices of related party transactions
Article 7 the related party transactions mentioned in this system shall follow the following pricing principles and methods:
(I) the pricing order of related party transactions is: national pricing, market price, cost plus price 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 8 price management of related party transactions
(I) both parties to the transaction shall calculate the transaction price according to the price agreed in the related transaction agreement and the actual transaction quantity, and pay according to the payment method and time agreed in the related transaction agreement.
(II) the Finance Department of the company shall track the changes in the market price and cost of the company’s connected transactions and report the changes to the board of directors for the record.
Chapter IV management procedures of related party transactions
Article 9 related party transactions (except providing guarantee and financial assistance) with a transaction amount of more than 300000 yuan between the company and related natural persons shall be approved by the board of directors.
The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Article 10 the related party transactions between the company and the related legal person (except the provision of guarantee and financial assistance) with a transaction 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, and with a transaction amount of less than 30 million yuan and less than 5% of the absolute value of the latest audited net assets shall be approved by the board of directors.
Article 11 for the related party transactions (except the provision of guarantee) between the company and related parties with the 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, the company shall hire a securities service institution in line with the provisions of the securities law to audit or evaluate the transaction object, and submit the transaction to the general meeting of shareholders for deliberation.
The transaction targets involved in the affiliated transactions related to the daily operation may not be audited or evaluated. Article 12 the guarantee provided by the company for the related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
Article 13 the company shall perform the corresponding review procedures in accordance with the following provisions for the related party transactions related to daily operation listed in items (12) to (15) of Article 6 of the system with related parties:
(I) the listed company can reasonably estimate the annual amount of daily connected transactions by category, perform the deliberation procedures and disclose; If the actual implementation exceeds the expected amount, relevant review procedures and disclosure obligations shall be performed again according to the excess amount;
(II) the annual report and semi annual report of a listed company shall disclose the daily connected transactions by classification and summary; (III) if the term of the daily connected transaction agreement signed between the listed company and the connected person exceeds three years, it shall re perform the relevant review procedures and disclosure obligations every three years.
The daily related party 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.
Article 14 the company shall predict the daily related party transactions according to the relevant provisions of this system or the articles of association, and shall make predictions respectively according to the counterparty and transaction type. If there are a large number of connected persons and it is difficult for the company to disclose all the information of connected persons, the disclosure can be simplified with full explanation of the reasons. If the transaction amount with a single legal entity is expected to meet the disclosure standards specified in the system or the articles of association, the estimated transaction amount and the information of connected persons shall be listed separately, and other legal entities can combine the above information under the same control.
Article 15 the company estimates the daily related party transactions. When applying the provisions on the actual execution exceeding the estimated amount, it compares the total amount of various related party transactions actually occurred between each related person under the same control and the company with the corresponding estimated total amount. The amount of connected transactions between different connected persons not under the same control and the listed company shall not be calculated jointly.
Article 16 Where the company entrusts an affiliate to sell various products and commodities produced or operated by the company, or is entrusted by an affiliate to sell various products and commodities produced or operated by it, except for the case of buyout entrustment, the relevant provisions of this system or the articles of association may be applied according to the principal-agent fee payable or collected during the contract period.
Article 17 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 chairman of the meeting shall remind the related directors to avoid voting before the meeting voting. If the affiliated director fails to take the initiative to declare and withdraw, the director who knows the situation shall require the affiliated director to withdraw. 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, or 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 (for the specific scope, please refer to Item 4 (II) of Article 4 of the system);
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (for the specific scope, please refer to Item 4 (II) of Article 4 of the system);
(VI) persons identified by the CSRC, the stock exchange or the company who may affect their independent business judgment for other reasons.
Article 18 when the general meeting of shareholders of the company deliberates related party transactions, related shareholders shall withdraw from voting. The chairman of the meeting shall remind the related shareholders to avoid voting before the shareholders vote. The number of voting shares represented by the related shareholders who avoid voting shall not be included in the total number of valid votes of the related transaction proposal.
The affiliated shareholders mentioned in the preceding paragraph include the following shareholders or 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 natural person as the counterparty;
(V) close family members of the counterparty or its direct or indirect controller (for the specific scope, please refer to Item 4 (II) of Article 4 of these measures);
(VI) working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty or the legal entity directly or indirectly controlled by the counterparty (applicable to those whose shareholders are natural persons); (VII) the voting right is 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 recognized by the CSRC or the stock exchange that may cause the company to favor its interests.
Article 19 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 8, 9 and 10 of the system according to the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions related to the same transaction object with different related parties.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person.
Those who have fulfilled relevant obligations in accordance with the provisions of this system will not be included in the relevant cumulative calculation scope.
Chapter V supplementary provisions
Article 20 matters not covered in this system shall be handled in accordance with national laws, regulations and normative documents
