Jiangsu Bide Science And Technology Co.Ltd(605298)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to ensure that the related party transactions between Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company”) and related parties comply with the principles of fairness, impartiality and openness, 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, the securities law of the people’s Republic of China and the administrative measures for information disclosure of listed companies (hereinafter referred to as “the Information Disclosure Measures”) This system is formulated in accordance with relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions, accounting standards for Business Enterprises No. 36 – disclosure of related parties and the relevant provisions of Jiangsu Bide Science And Technology Co.Ltd(605298) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 related party transactions between the company and related parties shall comply with the provisions of this system in addition to the provisions of relevant laws and regulations, normative documents and the articles of association.
The company shall establish and improve the internal control system of transactions and related party transactions, clarify the decision-making authority and review procedures of transactions and related party transactions, and strictly implement the avoidance voting system of related directors and related shareholders during the review of related party transactions. The company’s transactions and related party transactions shall be priced fairly, the deliberation procedures shall comply with the regulations, and the information disclosure shall be standardized.
The company’s transactions and related party transactions shall comply with laws and regulations, shall not conceal related party relationships, and shall not evade relevant review procedures and information disclosure obligations by de associating related party transactions. The relevant transactions shall not cause or may cause the company to be occupied by the non operating funds of the controlling shareholders, actual controllers and other related persons, provide guarantees for related persons in violation of regulations, or other related persons to encroach on interests.
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 listed 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.
Article 3 the audit committee under the board of directors of the company shall perform the duties of controlling and daily managing the related party transactions of the company.
Chapter II identification of related parties and related transactions
Article 4 the affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
Article 5 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 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 entities controlled directly or indirectly by the entities listed in 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 who directly or indirectly control, or serve 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) the CSRC, Shanghai Stock Exchange or other legal persons or other organizations identified by the company in accordance with the principle of substance over form that have a special relationship with the company and may or have led to the preference of the company’s interests.
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) who directly or indirectly control the company;
(IV) close family members of the persons mentioned in items (I) and (II) of this article; (V) other natural persons identified by China Securities Regulatory Commission and Shanghai stock exchange according to the principle of substance over form and having special relationship with the company, which may or has led to the preference of the company’s 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 are the affiliates of the company.
Article 8 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:
(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 research and development 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;
（17） Joint investment with related parties;
（18） Other matters identified by the stock exchange according to the principle of substance over form that may lead to the transfer of resources or obligations through agreement, including providing financial assistance and guarantee greater than its equity proportion or investment proportion to the company jointly invested with related parties, and waiving the same proportion of capital increase or preferential transfer right to the company jointly invested with related parties.
Chapter III Reporting of related parties
Article 9 the directors, supervisors and senior managers of the company, 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 board of directors of the company, and the company shall do a good job in registration management.
Article 10 the audit committee of the company shall confirm the list of related persons of the company and report to the board of directors and the board of supervisors in a timely manner.
Article 11 the company shall timely fill in or update the list of the company’s related persons and the information of related relationships online through the “company zone” on the website of the stock exchange.
Article 12 the information declared by the company’s affiliated natural persons includes:
(I) name and ID number;
(II) description of the relationship with the company.
The information declared by the company’s affiliated legal person includes:
(I) name and organization code of legal person;
(II) description of the relationship with the company.
Article 13 the company shall disclose the related relationship between related parties and the company layer by layer, stating:
(I) full name and organization code of the controlling party or share holder (if any);
(II) full name and organization code of the controlled party or the invested party (if any);
(III) the proportion of the total share capital of the controlled party or the invested party held by the controller or the investor, etc.
Article 14 a transaction between the company and a related natural person with a transaction amount (including debts and expenses) of more than 300000 yuan;, It shall be submitted to the board of directors for deliberation and timely disclosure.
The company shall not provide loans to directors, supervisors or senior managers directly or through subsidiaries. Article 15 transactions between the company and its affiliated legal persons (or other organizations) with a transaction amount (including debts and expenses) 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 shall be submitted to the board of directors for deliberation and timely disclosure.
Article 16 if the connected transaction between the company and its connected persons meets one of the following standards, it shall be submitted to the board of directors for deliberation and timely disclosure, and shall also be submitted to the general meeting of shareholders for deliberation:
(I) major related party transactions (except for the company’s providing guarantee, receiving cash assets and simply reducing the company’s obligations, including the debts and expenses undertaken) with an 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.
Where a company intends to have a major connected transaction, it shall provide an audit or evaluation report on the subject matter of the transaction issued by a securities service institution qualified to carry out securities and futures related business. For the transaction targets involved in the affiliated transactions related to daily operation mentioned in Chapter VII of the system, there may be no audit or evaluation;
(II) the company provides guarantee for related parties.
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 17 Where a company and its affiliates jointly contribute to the establishment of a company, the amount of capital contribution of the company shall be taken as the transaction amount, and the provisions of articles 14, 15 and item (I) of Article 16 of this system shall apply.
Article 18 where the company intends to give up the right of capital increase or priority assignment in the same proportion to the company jointly invested with related parties, the amount involved in the company’s waiver of the right of capital increase or priority assignment shall be the transaction amount, and the provisions of articles 14, 15 and item (I) of Article 16 of this system shall apply.
If the scope of the company’s consolidated statements will be changed due to the company’s waiver of the right of capital increase or priority assignment, the transaction amount shall be all the net assets of the company corresponding to the company’s proposed waiver of the right of capital increase or priority assignment at the end of the latest period, and the provisions of articles 14, 15 and 16 (I) shall apply
Article 19 Where a company conducts connected transactions such as “providing financial assistance” and “entrusted financial management”, the amount incurred shall be taken as the transaction amount, and the provisions of articles 14, 15 and item (I) of Article 16 of this system shall apply.
Article 20 Where the company conducts the following connected transactions, the amount of connected transactions shall be calculated in accordance with the principle of cumulative calculation within 12 consecutive months, and the provisions of Article 14, Article 15 and item (I) of Article 16 of the system shall apply respectively:
(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.
If the decision-making procedures of the general meeting of shareholders have been performed in accordance with the cumulative calculation principle, it will not be included in the relevant cumulative calculation scope.
Article 21 Where the company intends to have a major connected transaction with a connected person, it shall submit it to the board of directors for deliberation after the independent director has issued a prior approval opinion. Before making a judgment, independent directors may hire an independent financial consultant to issue a report as the basis for their judgment. The transaction amount specified in articles 14 and 15 of the system belongs to the starting point of major connected transactions.
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.
Article 22 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.
Affiliated directors include the following directors or directors under any of the following circumstances:
(I) is the 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;
(V) close family members of directors, supervisors and senior managers of the counterparty or its direct or indirect controllers;
(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 23 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.
Affiliated shareholders 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) close family members of the counterparty or its direct or indirect controller;
(VI) working in the counterparty, or in the legal person or other organization that can directly or indirectly control the counterparty, or in the legal entity directly or indirectly controlled by the counterparty;
(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) shareholders identified by the CSRC or the bourse that may cause the interests of the company to favor them.
Article 24 the board of supervisors of the company shall review and vote on related party transactions
