Dongguan Aohai Technology Co.Ltd(002993)
Related party transaction decision system
April 2022
catalogue
Chapter I General Provisions 2 Chapter II related relationships, related parties and related transactions Chapter III decision making procedures for related party transactions Chapter IV deliberation and disclosure of related party transactions Chapter V deliberation and disclosure of major transactions 16 Chapter VI Supplementary Provisions twenty-three
Dongguan Aohai Technology Co.Ltd(002993)
Related party transaction decision system
Chapter I General Provisions
Article 1 in order to further regulate the related party transactions of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as “the company”) and ensure that the related party transactions of the company do not damage the legitimate rights and interests of the company and non related shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) Laws, regulations and rules such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “guidelines for standardized operation of the main board”), stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as “Listing Rules”), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions This system is formulated in accordance with the provisions of normative documents and Dongguan Aohai Technology Co.Ltd(002993) 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 principles of good faith, equality, voluntariness, fairness, openness and fairness, and shall not harm the interests of the company and non related shareholders.
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 when the company and all subsidiaries of the company’s consolidated accounting statements (hereinafter referred to as “holding subsidiaries”) have trading activities, the relevant responsible persons shall carefully 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 5 the related party transactions between the company and its related parties shall sign a written agreement and follow the principle of equality, voluntariness and compensation for equal value. The contents of the agreement shall be clear and specific.
Article 6 shareholders, directors, supervisors and senior managers of the company shall not use their affiliated relationships to harm the interests of the company. Those who violate relevant regulations and cause losses to the company shall be liable for compensation.
Article 7 the related party transactions of the company’s holding subsidiaries shall be regarded as the acts of the company. If it needs to be deliberated and approved by the board of directors or the general meeting of shareholders, it shall be deliberated and approved by the board of directors (or executive director) and the general meeting of shareholders (or the general meeting of shareholders and shareholders) of the subsidiary company.
Chapter II related relationships, related parties and related transactions
Article 8 affiliated relationship refers to the relationship between the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the interests of the company.
Article 9 for the affiliated relationship, the substantive judgment shall be made from the specific ways, ways and extent of the affiliated person’s control or influence on the company.
Article 10 affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
Article 11 a legal person under any of the following circumstances is an affiliated legal person (or other organization) of the company: (I) a 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 mentioned in the preceding paragraph;
(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 12 of the system, or serve as directors (excluding independent directors of both parties) and senior managers;
(IV) legal persons or persons acting in concert holding more than 5% of the shares of the company;
(V) other legal persons or other organizations identified by the CSRC, Shenzhen Stock Exchange and the company according to the principle of substance over form that have a special relationship with the company and may cause the company to favor its interests. If the company and the legal person listed in Item (II) of paragraph 1 of this article are controlled by the same state-owned assets management institution and form the situation described in Item (II) of paragraph 1 of this article, it does not form 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 11 of these rules. Article 12 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 the legal person listed in Item (I) of paragraph 1 of Article 11 of the system;
(IV) close family members of the persons mentioned in items (I) and (II) of this article, including spouses, parents and 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 (the definition of close family members is the same below);
(V) legal persons (or other organizations) and natural persons who have any of the situations mentioned in paragraphs 2 and 3 in the past 12 months or in the next 12 months according to relevant agreements are affiliated persons of the company.
(VI) other natural persons identified by China Securities Regulatory Commission, Shenzhen Stock Exchange and 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 13 a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) due to signing an agreement or making an arrangement with the company or its affiliates, after the agreement or arrangement takes effect or within the next 12 months, it has one of the circumstances specified in Article 11 or Article 12 of the system;
(II) one of the situations specified in Article 11 or Article 12 of the system has occurred in the past 12 months.
Article 14 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 update the list of connected persons and report the above-mentioned connected persons to Shenzhen stock exchange for filing.
Article 15 the related party transactions mentioned in this system refer to the transfer of resources or obligations between the company or the company’s holding subsidiaries and the company’s related parties, including but not limited to the following matters:
(I) purchase of raw materials, fuel and power;
(II) selling products and commodities;
(III) providing or receiving labor services;
(IV) entrusted or entrusted sales;
(V) deposit and loan business;
(VI) joint investment by related parties;
(VII) purchase or sale of assets;
(VIII) foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, joint ventures and associated enterprises, investment in trading financial assets, available for sale financial assets, held to maturity investment, etc.);
(IX) provide financial assistance;
(x) provide guarantee;
（11） Leased in or leased out assets;
（12） Sign management contracts (including entrusted operation, entrusted operation, etc.);
（13） Donated or donated assets;
（14） Reorganization of creditor’s rights or debts;
（15） Transfer or transfer of R & D projects;
（16） Sign the license agreement;
（17） Other matters that may cause the transfer of resources or obligations through agreement.
Article 16 related party transactions of the company must follow the following basic principles:
(I) honesty and credibility;
(II) do not damage the legitimate rights and interests of the company and non affiliated shareholders;
(III) unless otherwise provided by laws, regulations, rules or normative documents, affiliated shareholders and affiliated directors withdraw from voting;
(IV) the prices or charges of related party transactions shall be fair and not deviate from the standards of prices or charges of independent third parties in the market. For related party transactions that are difficult to compare market prices or whose pricing is limited, the standards related to costs and profits shall be specified through the contract;
(V) the company shall fully disclose relevant information of related party transactions to shareholders according to law;
(VI) independent directors need to express opinions on major connected transactions.
Article 17 the company shall take effective measures to prevent related parties from interfering in the operation of the company by monopolizing procurement and sales business channels and damaging the interests of the company and non related shareholders. The company shall take effective measures to prevent shareholders and their related parties from occupying or transferring the company’s funds, assets and other resources in various forms.
Article 18 the directors, supervisors and senior managers of the company are obliged to pay attention to whether the company has misappropriated funds by related parties and other issues that encroach on the interests of the company. If any abnormality is found, it shall be timely submitted to the board of directors of the company to take corresponding measures.
Article 19 If the company suffers losses or may suffer losses due to the occupation or transfer of the company’s funds, assets or other resources by related parties, the board of directors of the company shall take timely protective measures such as litigation and property preservation to avoid or reduce losses.
Chapter III decision making procedures for connected transactions
Article 20 when signing an agreement involving connected transactions with the company, the company’s connected persons must 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;
(III) when the board of directors of the company votes on the connected transaction, the connected directors shall withdraw, but the above-mentioned connected directors have the right to participate in the deliberation and discussion of the connected transaction and put forward their own opinions.
Article 21 when the board of directors deliberates on related party transactions, related directors shall not exercise voting rights on the resolution, nor shall they 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 unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than three, the matter shall be submitted to the general meeting of shareholders for deliberation.
The convener of the meeting shall remind the related directors to avoid voting before voting. If the related director fails to take the initiative to declare and withdraw, the director who knows the situation shall require the related director to withdraw.
Article 22 The Affiliated directors mentioned in Article 21 of the system 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) directly or indirectly controlling the counterparty;
(IV) close family members of the counterparty or its direct or indirect controller;
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers;
Persons identified by the CSRC, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
Article 23 when a director himself or any other enterprise in which he works has a direct or indirect connection with the existing or planned contracts, transactions and arrangements of the company (except the employment contract), whether the relevant matters need the approval of the board of directors under normal circumstances or not, he shall disclose the nature and extent of his connection to the board of directors as soon as possible.
Unless the related directors make disclosure to the board of directors in accordance with the requirements of the preceding paragraph of this article, and the board of Directors approves the matter at the meeting where they are not included in the quorum and the director does not participate in the voting, the company has the right to cancel the contract, transaction or arrangement, except when the opposite party is a bona fide third party.
When reporting the affiliated relationship referred to in paragraph 1 of this article to the board of directors, the directors shall adopt a written form, accept the questions of other directors and truthfully answer the questions raised by other directors; When the board of directors votes on matters related to such affiliated relationship, the director shall withdraw; Other directors shall vote on such matters in accordance with the procedures of the meeting of the board of directors specified in the articles of association.
Article 24 If the directors of the company notify the board of directors in writing before the company first considers entering into relevant contracts, transactions and arrangements, stating that due to the contents listed in the notice, the contracts, transactions and arrangements reached by the company in the future have an interest relationship with them, within the scope specified in the notice, it shall be deemed that the relevant directors have made the disclosure specified in Article 23 of the system.
Article 25 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be included in the total number of valid votes.
When the general meeting of shareholders deliberates on related party transactions, the withdrawal and voting procedures of related shareholders are as follows: (I) when the general meeting of shareholders deliberates on related party transactions, related shareholders shall withdraw; If the affiliated shareholders do not actively withdraw, other shareholders participating in the meeting have the right to require the affiliated shareholders to withdraw and not participate in the voting. If it is necessary for the related shareholders to attend the meeting to make explanations, the related shareholders have the responsibility and obligation to attend the meeting and make truthful explanations;
(II) the matters that related shareholders avoid or do not participate in voting shall be announced by the convener of the meeting at the beginning of the meeting and clearly marked on the voting votes.
Article 26 The Affiliated shareholders mentioned in Article 25 of the system refer to the 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) work in the counterparty, or in the legal entity or the counterparty that can directly or indirectly control the counterparty
