Keeson Technology Corporation Limited(603610)
Related party transaction management system
Article 1 in order to further improve the corporate governance structure of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”), 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, according to the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and other laws, regulations and normative documents And the relevant provisions of the Keeson Technology Corporation Limited(603610) articles of Association (hereinafter referred to as the articles of association).
Article 2 the company shall ensure the legality, necessity, rationality 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.
The company’s connected transactions shall follow the following basic principles:
(I) conform to the principle of good faith;
(II) the related party transactions between the company and its related parties shall be signed in writing, and the signing of the agreement shall follow the principles of equality, voluntariness, equivalence and compensation;
(III) if a related party enjoys the voting right of the company’s general meeting of shareholders (except under special circumstances) and has any interest with the related party, the director shall withdraw when voting on matters related to the related transaction;
(IV) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective criteria, and shall hire an intermediary to make a special report when necessary.
When considering transactions and related party transactions, the company shall know in detail the real situation of the transaction object and the integrity record, credit status and performance ability of the counterparty, carefully evaluate the necessity, rationality and impact of relevant transactions on the company, and determine the transaction price according to sufficient pricing basis. Focus on whether there are problems such as unclear ownership of the subject matter of the transaction, unclear performance ability of the counterparty and unfair transaction price, and hire an intermediary to audit or evaluate the subject matter of the transaction in accordance with the requirements of the stock listing rules.
The counterparty shall cooperate with the company to perform the corresponding review procedures and information disclosure obligations.
Article 3 related party transactions of the company refer to the transfer of resources or obligations between the company, its holding subsidiaries and other entities controlled and its related parties, including but not limited to 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 interest bearing or interest free loans, entrusted loans, etc.);
(IV) assets leased in or leased out;
(V) entrusted or entrusted management of assets and businesses;
(VI) donated or donated assets;
(VII) reorganization of creditor’s rights and debts;
(VIII) sign a license agreement;
(IX) transfer or transfer of research and development projects;
(x) purchase of raw materials, fuel and power;
（11） Selling products and commodities;
（12） Providing or receiving labor services;
（13） Entrusted or entrusted sales;
（14） Deposit and loan business;
（15） Joint investment with related parties;
（16） Provide guarantee (including guarantee for holding subsidiaries);
（17） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（18） Other matters identified by Shanghai Stock Exchange or the company according to the principle of substance over form that may lead to the transfer of resources or obligations through agreement.
Article 4 affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
Article 5 a legal person 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, holding subsidiaries and other entities controlled directly or indirectly by item (I) above;
(III) legal persons (or other organizations) other than the company, holding subsidiaries and other entities controlled by the affiliated natural persons listed in Article 6 of the system who directly or indirectly control, or serve as directors (excluding independent directors and senior managers of both parties);
(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, Shanghai 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 6 the affiliated natural person of the company refers to:
(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 affiliated legal persons listed in Item (I) of Article 5;
(IV) close family members of the persons mentioned in items (I) and (II) of this article, including spouses, children over the age of 18 and their spouses, parents and parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children’s spouses;
(V) the CSRC, Shanghai Stock Exchange or other natural persons identified by the company according to the principle of substance over form as having a special relationship with the company, which may or has caused the company to favor its interests.
Article 7 within the past 12 months or within 12 months after the entry into force of relevant agreements or arrangements, legal persons (or other organizations) and natural persons under one of the circumstances mentioned in paragraphs 2 and 3 of this article shall be affiliated persons of listed companies.
Article 8 if the total amount of related party transactions (including debts and expenses undertaken) between the company and related legal persons is less than 3 million yuan, or less than 0.5% of the latest audited net asset value of the company (including debts and expenses undertaken), they can be implemented only after being decided by the general manager.
Related party transactions (including debts and expenses undertaken) with the amount of transactions between the company and related natural persons less than 300000 yuan can be implemented only after the decision of the general manager.
Article 9 if the total amount of related party transactions (including debts and expenses undertaken) reached between the company and related legal persons is more than 3 million yuan and accounts for more than 0.5% of the latest audited net asset value of the company, it shall be submitted to the board of directors of the company for deliberation and approval before implementation.
If the total amount of connected transactions (including debts and expenses undertaken) between the company and connected natural persons is more than 300000 yuan, it shall be submitted to the board of directors of the company for deliberation and approval before implementation.
When the board of directors of the company considers 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 the following directors or directors under any of the following circumstances:
(I) is the counterparty;
(II) having direct or indirect control over the counterparty;
(III) 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;
(IV) a close family member of the counterparty or its direct or indirect controller (see item (IV) of Article 6 for the specific scope);
(V) close family members of the directors, supervisors or senior managers of the counterparty or its direct or indirect controllers (see item (IV) of Article 6 for the specific scope);
(VI) directors whose independent business judgment may be affected determined by the CSRC, Shanghai Stock Exchange or the company based on the principle of substance over form.
Article 10 in addition to providing guarantee for related parties, if the transaction amount between the company and related parties (including debts and expenses undertaken) is more than 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, the audit report or evaluation report shall be disclosed in accordance with Article 13 of the system, and the transaction shall be submitted to the general meeting of shareholders for deliberation. The transaction targets involved in the affiliated transactions related to daily operation may not be carried out
When the company’s general meeting of shareholders deliberates on related party transactions, related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders. The affiliated shareholders mentioned in the preceding paragraph include the following shareholders or shareholders under any of the following circumstances:
(I) is the 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 directly or indirectly controlled by the counterparty;
(VI) close family members of the counterparty or its direct or indirect controller;
(VII) shareholders whose voting rights are restricted and affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates.
(VIII) shareholders identified by China Securities Regulatory Commission or Shanghai stock exchange that may cause the interests of the company to favor them.
Article 11 major related party transactions with a total amount of more than 30 million yuan and more than 5% of the company’s recently audited net asset value to be concluded with related parties shall be submitted to the board of directors for deliberation after being approved by independent directors; The board of directors shall express opinions on whether the transaction is beneficial to the company. At the same time, the company can hire an independent financial consultant to express opinions on whether the related party transaction is fair and reasonable to all shareholders, and explain the reasons, main assumptions and considerations.
The audit committee of the company shall review the related party transactions at the same time, form written opinions, submit them to the board of directors for deliberation and report to the board of supervisors. The audit committee may employ an independent financial consultant to issue a report as the basis for its judgment.
Any affiliated shareholder who has an interest in the above-mentioned connected transactions shall give up the voting right to the proposal at the general meeting of shareholders, and the number of voting shares represented by it shall not be included in the total number of effective voting rights. The affiliated shareholders who fail to attend the general meeting of shareholders shall not authorize their proxy to vote on the matter, and their proxy shall also withdraw with reference to the provisions on withdrawal of affiliated shareholders in this article. When the general meeting of shareholders votes on related transactions, after deducting the number of voting shares represented by related shareholders, the non related shareholders attending the general meeting of shareholders shall vote in accordance with the articles of association and the system.
When the general meeting of shareholders makes a resolution on related party transactions, it shall be adopted by more than half or more than two-thirds of the voting rights held by the non related shareholders attending the general meeting of shareholders, depending on the difference between ordinary resolution and special resolution. The voting on related party transactions shall be counted by two or more representatives of non related shareholders and one supervisor, and the counting representative shall announce the voting results on the spot. The company shall fully disclose the voting of non affiliated shareholders in the resolution of the general meeting of shareholders.
If the company’s related party transactions fail to meet the standards for major related party transactions specified in this article, but the CSRC and Shanghai Stock Exchange require in accordance with the principle of prudence, or the company voluntarily submits them to the general meeting of shareholders for deliberation in accordance with its articles of association or other provisions, it shall perform the deliberation procedures and disclosure obligations in accordance with the provisions of the preceding paragraph, and apply the requirements of relevant audit or evaluation.
Article 12 when a director or other enterprise in which he works is directly or indirectly related to the existing or planned contracts, transactions and arrangements of the company (except for the employment contract), regardless of whether the relevant matters generally require the approval of the board of directors, the directors with related relationships shall disclose the nature and degree of their related relationships to the board of directors as soon as possible and submit them to the board of directors for review of the relevant contracts, transactions Arrange for a resolution. When the board of directors deliberates on relevant contracts, transactions and arrangements, the directors with related relationships shall withdraw and shall not vote; A resolution made by the board of directors shall be adopted by more than half of the other non affiliated directors without counting the connected directors into the quorum.
Article 13 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 a transaction or connected transaction, while implementing the transaction or connected transaction, the company shall perform corresponding review procedures and information disclosure obligations on the existing connected guarantee.
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 14 the company shall not provide financial assistance to the related persons specified in Articles 5 and 6 of these rules, 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 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.
Article 15 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 8, 9, 10 and 11 of the system 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.
According to the provisions of this article, if the cumulative calculation for 12 consecutive months meets the disclosure standards specified in this system or the deliberation standards of the general meeting of shareholders, the transaction matters can only be disclosed in accordance with the relevant requirements, and the cumulative transactions that have not met the disclosure standards in the previous period can be explained in the announcement; If it meets the standards that should be submitted to the general meeting of shareholders for deliberation, it can only submit the transaction to the general meeting of shareholders for deliberation, and explain the transaction matters that have not fulfilled the deliberation procedures of the general meeting of shareholders in the previous period in the announcement.
If the company has performed relevant obligations in accordance with Articles 9 and 10, it will not be included in the corresponding cumulative calculation range. 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.
The company and its related parties jointly invest in an enterprise jointly invested
