360 Security Technology Inc(601360)
Related party transaction system
Article 1 in order to regulate the related party transaction decision-making of 360 Security Technology Inc(601360) (hereinafter referred to as “the company” or “the company”), in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”), the governance standards of listed companies of the CSRC, the rules of the general meeting of shareholders of listed companies, and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as “the Listing Rules”) This system is hereby formulated in combination with the actual situation of the company, in accordance with the relevant provisions of laws and regulations such as the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 5 – transactions and connected transactions, and the articles of association of 360 Security Technology Inc(601360) company. Article 2 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 the following transactions:
(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 that may lead to the transfer of resources or obligations through agreement.
Article 3 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 4 a legal person under any of the following circumstances shall be an affiliated legal person of the company:
(I) legal persons (or other organizations) that directly or indirectly control the listed company;
(II) legal persons (or other organizations) other than listed companies, holding subsidiaries and other entities controlled directly or indirectly by the legal persons (or other organizations) mentioned in the preceding paragraph;
(III) legal persons (or other organizations) other than listed companies, holding subsidiaries and other entities controlled by affiliated natural persons directly or indirectly, or serving as directors (excluding independent directors of both parties) and senior managers;
(IV) legal persons (or other organizations) holding more than 5% of the shares of the listed company and their persons acting in concert; (V) other legal persons or other organizations identified by the CSRC, the stock exchange or the company according to the principle of substance over form that have a special relationship with the company and may lead to the preference of the company’s interests.
Article 5 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 listed in Item (I) of Article 4; (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) other natural persons identified by the CSRC, the stock exchange or the company as having a special relationship with the company according to the principle of substance over form, which may lead to the preference of the company’s interests.
Article 6 a legal person, other organization or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) according to the agreement or arrangement signed with the company or its affiliates, after the agreement or arrangement takes effect or within the next 12 months, it will have one of the circumstances specified in Article 4 or Article 5;
(II) one of the circumstances specified in Article 4 or Article 5 has occurred in the past 12 months.
Article 7 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 of directors 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) 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) close family members of the counterparty or its direct or indirect controller (refer to item (IV) of Article 5 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 article 5 (IV) for the specific scope);
(VI) directors whose independent business judgment may be affected as determined by the CSRC, the stock exchange or the company for other reasons.
When the board of Directors considers related party transactions, it shall be approved in advance by independent directors and issue independent opinions.
Article 8 when the general meeting of shareholders of the company deliberates on related party transactions, the following shareholders shall withdraw from voting: (I) being 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 unfulfilled equity transfer agreements or other agreements with the counterparty or its affiliates;
(VIII) shareholders identified by the CSRC or the bourse that may cause the interests of listed companies to favor them. Article 9 the company shall comply with the following provisions when considering related party transactions:
(I) transactions with a transaction amount of more than 300000 yuan (including debts and expenses undertaken) between the company and related natural persons shall be approved by the board of directors and announced in accordance with the requirements of the listing rules within two working days after the signing of the agreement. The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
(II) related party transactions between the company and related 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 shall be approved by the board of directors and announced in accordance with the requirements of the listing rules within two working days after the signing of the agreement.
(III) if the amount of transactions (including debts and expenses) between the company and related parties is more than 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net assets of the listed company, the audit report or evaluation report shall be disclosed in accordance with the provisions of the listing rules, 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 mentioned in Article 11 may not be audited or evaluated.
(IV) where the company provides guarantee for related persons, 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 10 when related party transactions involve “providing financial assistance” and “entrusted financial management” as stipulated in Article 2, the amount shall be taken as the calculation standard of disclosure, and shall be calculated cumulatively according to the transaction type within 12 consecutive months. If the cumulatively calculated amount reaches the standards specified in Article 9 (I), Article 9 (II) or Article 9 (III), the provisions of the above articles shall apply respectively. Those who have fulfilled relevant obligations in accordance with Article 9 (I), Article 9 (II) or Article 9 (III) shall not be included in the relevant cumulative calculation scope.
The provisions of Article 9 (IV) shall apply to the provision of guarantees for related parties.
Article 9 (I), Article 9 (II) or Article 9 (III) shall apply to the transactions with the same related party within 12 consecutive months or the transactions related to the subject matter of the same transaction category with different related parties in accordance with the principle of cumulative calculation. Those who have fulfilled relevant obligations in accordance with Article 9 (I), Article 9 (II) or Article 9 (III) shall not be included in the relevant cumulative calculation scope.
Article 11 when the company and its affiliates conduct the daily connected transactions listed in items (12) to (16) of Article 2 for the first time, they shall disclose them in accordance with the following provisions and perform the corresponding deliberation procedures:
(I) for the first day-to-day connected transactions, the company shall conclude a written agreement with the connected persons and disclose it in time. According to the transaction amount involved in the agreement, the provisions of Article 9 (I), Article 9 (II) and Article 9 (III) shall be applied respectively to the board of directors or the general meeting of shareholders for deliberation; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation.
(II) for the daily related party transaction agreement that has been deliberated and approved by the board of directors or the general meeting of shareholders and is being implemented, if there is no significant change in the main terms during the implementation process, the company shall disclose the actual performance of the relevant agreement as required in the periodic report and explain whether it complies with the provisions of the agreement; If major changes occur in the main terms of the agreement during the execution process or the agreement needs to be renewed at the expiration of the agreement, the company shall submit the newly revised or renewed daily connected transaction agreement to the board of directors or the general meeting of shareholders for deliberation according to the transaction amount involved in the agreement in accordance with Article 9 (I), Article 9 (II) and Article 9 (III) respectively; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation.
(III) for a large number of daily connected transactions that occur every year, if it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation in accordance with item (I) of this article due to the need to frequently conclude new daily connected transaction agreements, the company can reasonably predict the total amount of daily connected transactions that will occur in the current year before disclosing the report of the previous year, and Article 9 (I) and The provisions of Article 9 (II) and Article 9 (III) shall be submitted to the board of directors or the general meeting of shareholders for deliberation and disclosure; The company shall disclose the daily connected transactions within the expected scope in the regular report. If the amount of daily connected transactions exceeds the estimated total amount in the actual implementation, the company shall resubmit it to the board of directors or the general meeting of shareholders for deliberation and disclosure in accordance with the provisions of Article 9 (I), Article 9 (II) and Article 9 (III) respectively.
Article 12 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, comparison with the actual amount of similar daily related party transactions in the previous three years and other main terms. If the term of a daily connected transaction agreement exceeds three years, it shall re perform the relevant decision-making procedures and disclosure obligations every three years.
If the agreement does not determine the specific transaction price but only states the reference market price, the company shall disclose the actual transaction price, the market price and its determination method, and the reasons for the difference between the two prices when performing the disclosure obligation in accordance with Article 12.
Article 13 when the company reaches the following related party transactions with related parties, it may be exempted from performing relevant obligations in accordance with the provisions of this system:
(I) transactions in which the company unilaterally obtains benefits without paying consideration and without any obligations, including receiving cash assets, obtaining debt relief, accepting guarantees and financial assistance free of charge, etc;
(II) related parties provide funds to the company, the interest rate level is not higher than the quoted interest rate in the loan market, and the company does not need to provide guarantee;
(III) one party subscribes in cash for shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
(IV) one party, as a member of the underwriting syndicate, underwrites shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
(V) one party receives dividends, bonuses or remuneration according to the resolution of the general meeting of shareholders of the other party;
(VI) one party participates in the other party’s public bidding, auction, etc., except that it is difficult to form a fair price;
(VII) the company shall provide products and services to related natural persons specified in items (II) to (IV) of Article 5 of the system on the same transaction terms as non related persons;
(VIII) the pricing of connected transactions is stipulated by the state;
(IX) other transactions recognized by the stock exchange.
Article 14 for major related party transactions in which the company intends to purchase the assets of related parties at a price exceeding 100% of the book value, in addition to announcing the reasons for the premium, the company shall provide online voting or other convenient ways for shareholders to participate in the general meeting of shareholders, and shall abide by the provisions of Articles 15 to 17.
Article 15 the company shall provide the profit forecast report of the assets to be purchased. The profit forecast report shall be examined and approved by an accounting firm qualified to carry out securities and futures related businesses. If the company is unable to provide a profit forecast report, it shall explain the reasons, give a risk prompt in the announcement of related party transactions, and analyze in detail the impact of this related party transaction on the company’s sustainable operation ability and future development.
Article 16 Where the company uses the discounted cash flow method, hypothetical development method and other valuation methods based on future income expectation to evaluate the assets to be purchased and take them as the pricing basis, it shall disclose the difference between the actual profit and profit forecast of the relevant assets in the annual report for three consecutive years after the implementation of the related party transaction, and the accounting firm shall issue a special audit opinion. The company shall sign a contract with related parties on the situation that the actual profits of relevant assets are less than the predicted profits
