Guangzhou Zhiguang Electric Co.Ltd(002169) GUANGZHOU ZHIGUANG ELECTRIC CO.,LTD.
Internal control management system of related party transactions
(revised in April 2022)
April, 2002
catalogue
Chapter I General Provisions Chapter II division of responsibilities Chapter III Management of related parties Chapter IV deliberation procedures of related party transactions 5 chapter V Supplementary Provisions ten
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Guangzhou Zhiguang Electric Co.Ltd(002169) (hereinafter referred to as “the company”) and safeguard the legitimate rights and interests of the company’s shareholders, especially the small and medium-sized investors and the company’s creditors, according to the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China, the administrative measures for information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as “the stock listing rules”, revised in 2022) This system is formulated in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions and other relevant laws and regulations, normative documents and the relevant provisions of the articles of association.
Article 2 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiaries and its related parties, including:
(I) trading matters specified in article 6.1.1 of the stock listing rules;
(II) purchase of raw materials, fuel and power;
(III) selling products and commodities;
(IV) providing or receiving labor services;
(V) entrusted or entrusted sales;
(VI) deposit and loan business;
(VII) joint investment with related parties;
(VIII) other matters that may cause the transfer of resources or obligations through agreement.
Article 3 when conducting related party transactions, the company shall ensure the legality, necessity and fairness of related party transactions, maintain the independence of the company, and shall not use related party transactions to adjust financial indicators and damage the interests of the company. The parties to the transaction shall not conceal the related party relationship or take other means to circumvent the company’s related party transaction review procedures and information disclosure obligations.
Article 4 this system is applicable to the company and its subsidiaries (grandchildren) included in the scope of the company’s consolidated statements.
Chapter II division of responsibilities
Article 5 as the centralized management department of the company’s connected transactions, the financial management center of the company mainly has the following responsibilities:
(I) be responsible for the revision, training and implementation of the system;
(II) organize the data statistics and prediction of related party transactions in the financial report in the periodic report, the submission of deliberation proposals and the preparation of disclosure materials.
Article 6 the office of the board of directors of the company is responsible for organizing the review and disclosure of related party transactions in non-financial reports in periodic reports and interim reports.
Article 7 in case of major related party transactions specified in Article 12 of the system, the relevant professional departments of the company shall timely submit a written report to the president of the company and cooperate with the implementation of the deliberation and disclosure procedures of related party transactions.
Article 8 all subsidiaries (grandchildren) of the company are mainly responsible for the following duties:
(I) sign purchase and sale, service and other contract agreements with related parties in accordance with the provisions of this system, and implement them in strict accordance with the contract agreements;
(II) reconciliation of related party transactions with related parties at the end of each quarter;
(III) submit the statistical table of the completion of related party transactions as required;
(IV) reasonably predict and report the daily connected transactions of each subsidiary (grandchildren) Company in the current year.
Chapter III related party management
Article 9 the affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
Article 10 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 persons (or other organizations) mentioned in the preceding paragraph;
(III) legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert; (IV) legal persons (or other organizations) other than the company and its holding subsidiaries that are directly or indirectly controlled by the company’s affiliated natural persons, or serve as directors (excluding independent directors of both parties) and senior managers.
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) who directly or indirectly control the company;
(IV) close family members of the persons mentioned in items (I) and (II) of this paragraph.
Close family members include spouses, parents, children over the age of 18 and their spouses, brothers and sisters and their spouses, parents of spouses, brothers and sisters of spouses and parents of children’s spouses.
The legal person (or other organization) or natural person who has one of the situations mentioned in paragraphs 2 and 3 of this article in the past 12 months or in the next 12 months according to relevant agreements shall be the affiliated person of the company. The CSRC, Shenzhen Stock Exchange or the company shall, in accordance with the principle of substance over form, identify other natural persons, legal persons (or other organizations) that have a special relationship with the company and may or have caused the company to favor its interests as the related persons of the company.
Article 11 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 company’s board of directors, and the company shall do a good job in registration management.
Chapter IV deliberation procedures of connected transactions
Article 12 in addition to the provisions of Article 19 of the system, if the transactions between the company and related parties meet one of the following standards, they shall be disclosed in time:
(I) transactions with connected natural persons with a transaction amount of more than 300000 yuan;
(II) transactions with affiliated legal persons (or other organizations) 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.
Article 13 in addition to the provisions of Article 19 of this system, if the transaction amount between the company and its affiliates exceeds 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, it shall be disclosed in time and submitted to the general meeting of shareholders for deliberation. It shall also disclose the audit report or evaluation report that meets the requirements of article 6.1.6 of the stock listing rules.
Although the company’s related party transactions fail to meet the standards specified in the preceding paragraph, the CSRC and Shenzhen Stock Exchange may require the company to submit them to the general meeting of shareholders for deliberation in accordance with the principle of prudence, and apply the relevant audit or evaluation requirements in accordance with the provisions of the preceding paragraph.
Where the company submits to the general meeting of shareholders for deliberation in accordance with other laws and regulations or its articles of association, or voluntarily submits to the general meeting of shareholders for deliberation, it shall disclose the audit report or evaluation report that meets the requirements of article 6.1.6 of the stock listing rules, unless otherwise specified by Shenzhen stock exchange.
In case of any of the following transactions between the company and related parties, the company may be exempted from audit or evaluation:
(I) daily connected transactions specified in Article 25 of the system;
(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.
Article 14 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 meeting 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 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 recognized by the CSRC, Shenzhen Stock Exchange or the company.
Article 15 when the general meeting of shareholders of the company deliberates on related party transactions, related shareholders shall withdraw from voting and shall not exercise their 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 16 the following transactions between the company and related parties shall fulfill the obligation of information disclosure of related party transactions in accordance with the provisions of this section and the review procedures in accordance with the provisions of section 1 of this chapter, and may apply to Shenzhen stock exchange for exemption, which shall be submitted to the general meeting of shareholders for review in accordance with the provisions of Article 13 of this system:
(I) public bidding, public auction or listing for unspecified objects (excluding restricted methods such as bidding invitation), except for those that are difficult to form a fair price;
(II) transactions in which the company unilaterally obtains benefits without paying consideration and without any obligations, including receiving cash assets, obtaining debt relief, etc;
(III) the pricing of related party transactions shall be stipulated by the state;
(IV) related parties provide funds to the company at an interest rate not higher than the quoted interest rate in the loan market, and the company has no corresponding guarantee.
Article 17 the following transactions between the company and related parties may be exempted from performing the relevant obligations in accordance with this section, but the relevant obligations shall still be performed under the circumstances of disclosure obligations and review procedures specified in Section 1 of this chapter:
(I) one party subscribes for shares and their derivatives, corporate bonds or corporate bonds publicly issued by the other party in cash, except that the issuing object determined in advance includes affiliates;
(II) one party acts as a member of the underwriting syndicate to underwrite the shares and their derivatives, corporate bonds or corporate bonds publicly issued by the other party;
(III) one party receives dividends, bonuses or remuneration in accordance with the resolutions of the general meeting of shareholders of the other party;
(IV) the company provides products and services to the affiliated natural persons specified in items (II) to (IV) of paragraph 3 of Article 10 of the system on the same trading conditions as non affiliated persons;
(V) other circumstances recognized by Shenzhen Stock Exchange.
Article 18 the company shall not provide financial assistance to the related persons specified in Article 10 of the system, except to the related joint-stock company (excluding the subject controlled by the controlling shareholder and actual controller of the company), and other shareholders of the joint-stock company shall provide financial assistance under 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.
The term “affiliated joint-stock company” as mentioned in this article refers to the affiliated legal person (or other organization) of the company with shares and belonging to the company specified in Article 10 of this system.
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 used as the calculation standard, and the provisions of articles 12 and 13 of this system 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 the company and its related parties have deposits, loans and other businesses involving financial institutions, the interest on deposits or loans shall prevail, and the provisions of articles 12 and 13 of this system shall apply. The related deposit, loan and other businesses between the company and the finance company shall be separately stipulated by Shenzhen Stock Exchange.
Article 22 Where a company’s waiver of rights leads to connected transactions with its connected persons, the provisions of articles 12 and 13 of this system shall apply in accordance with the standard of article 6.1.14 of the stock listing rules.
Article 23 for joint investment between the company and related parties, the investment amount of the company shall be taken as the transaction amount, and the provisions of articles 12 and 13 of this system shall apply.
Article 24 Where the company’s affiliated person unilaterally transfers the equity or investment shares of other shareholders of the company’s equity subject, which involves the waiver of rights, the provisions of articles 12 and 13 of this system shall apply in accordance with the standard of article 6.1.14 of the stock listing rules. It does not involve the waiver of rights, but may have a significant impact on the company’s financial status and operating results, or lead to the development of the company’s relationship with the subject
