Jinhe Biotechnology Co.Ltd(002688)
Related party transaction decision system
(revised in April 2002)
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Jinhe Biotechnology Co.Ltd(002688) (hereinafter referred to as “the company”), protect the legitimate rights and interests of the company, shareholders and creditors, and ensure the fairness of the company’s decision-making on related party transactions, 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 guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions This system is formulated in combination with the actual situation of the company, including the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, as well as the Jinhe Biotechnology Co.Ltd(002688) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II related persons and related relationships
Article 2 affiliated persons include affiliated legal persons and affiliated natural persons.
Article 3 a legal person or other organization 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 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 listed in Article 4, 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) one of the above situations has occurred in the past 12 months or in the next 12 months according to relevant agreements;
(VI) other legal persons or other organizations identified by China Securities Regulatory Commission, Shenzhen 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.
If the company and the legal person or other organization 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 legal representative, chairman, general manager or more than half of the directors of the legal person or other organization concurrently serve as directors, supervisors or senior managers of the listed company.
Article 4 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) that directly or indirectly control the listed company;
(IV) close family members of the persons listed 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;
(V) one of the above situations has occurred in the past 12 months or in the next 12 months according to relevant agreements;
(VI) other natural persons identified by China Securities Regulatory Commission, Shenzhen 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 their interests.
Chapter III decision making procedures for connected transactions
Article 5 definition of connected transaction: connected transaction refers to the transfer of resources or obligations between the company or its holding subsidiaries and connected persons, including:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, entrusted loans, etc.);
(III) providing financial assistance;
(IV) provide guarantee;
(V) leased in or leased out assets;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer or transfer of R & D projects;
(x) sign the license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, 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 cause the transfer of resources or obligations through agreement.
Article 6 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) 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 controllers (see item (IV) of Article 4 of the system for the specific scope);
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (see item (IV) of Article 4 of the system for the specific scope);
(VI) persons identified by the China Securities Regulatory Commission, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
Article 7 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; The resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders. If a related shareholder should withdraw but does not withdraw, the non related shareholder may require him to withdraw. Affiliated shareholders include the following shareholders or 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) 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;
(VI) close family members of the counterparty and its direct and indirect controllers (see item (IV) of Article 4 of the system for the specific scope);
(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) legal person or natural person identified by China Securities Regulatory Commission or Shenzhen stock exchange that may cause the company to favor its interests.
Article 8 according to the scope of authority, the general manager, the board of directors or the general meeting of shareholders shall consider and make decisions on related party transactions and form a written resolution. The shareholders, actual controllers and affiliated enterprises of the company may employ intermediaries with relevant business qualifications to audit or evaluate the subject matter of the transaction for the existing or new connected transactions of the company with a total amount of more than 3 million yuan and more than 5% of the absolute value of the company’s latest audited net assets. The independent directors shall express their opinions after review, which shall be reviewed by the board of directors and submitted to the general meeting of shareholders for approval; However, the transaction targets involved in the affiliated transactions related to the daily operation may not be audited or evaluated.
Article 9 the following connected transactions shall be approved by the general manager of the company:
(I) related party transactions with an estimated transaction amount of less than 300000 yuan between the company and related natural persons.
(II) related party transactions with an estimated transaction amount of less than 3 million yuan or less than 0.5% of the absolute value of the company’s latest audited net assets.
Article 10 the following connected transactions shall be examined and approved by the board of directors:
Related party transactions with an amount of less than 30 million yuan or accounting for less than 5% of the absolute value of the company’s latest audited net assets (except cash assets and guarantees provided by the company).
Article 11 the following connected transactions shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated by the board of directors:
(I) the related party transactions that the company intends to conclude with related parties (except the cash assets and guarantees provided by the company) have a total amount of more than 30 million yuan and account for more than 5% of the absolute value of the company’s latest audited net assets. In addition to timely disclosure, an intermediary institution qualified to perform securities and futures related businesses shall also be hired to audit or evaluate the trading targets.
(II) the company provides guarantee for related parties.
Chapter IV disclosure procedures of connected transactions
Article 12 when disclosing related party transactions, a listed company shall submit the following documents to Shenzhen Stock Exchange:
(I) announcement manuscript;
(II) agreement or letter of intent related to the transaction;
(III) resolutions of the board of directors, opinions of independent directors and announcement of resolutions of the board of directors (if applicable);
(IV) government approvals involved in the transaction (if applicable);
(V) professional reports issued by intermediaries (if applicable);
(VI) written documents of prior approval of the transaction by independent directors;
(VII) opinions of independent directors;
(VIII) other documents required by Shenzhen Stock Exchange.
Article 13 the announcement of connected transactions disclosed by a listed company shall include the following contents:
(I) transaction overview and basic information of the transaction object;
(II) prior approval of independent directors and independent opinions expressed by independent directors;
(III) voting of the board of directors;
(IV) description of the affiliated relationship of the parties to the transaction and the basic information of the affiliated persons;
(V) the pricing policy and basis of the transaction, including the relationship and fairness analysis between the transaction price and the book value, evaluation value and clear and fair market price of the transaction object, as well as other specific matters related to pricing that need to be explained due to the special nature of the transaction object;
(VI) the main contents of the transaction agreement, including the transaction price, the transaction settlement method, the nature and proportion of the rights and interests of related parties in the transaction, the effective conditions, effective time and effective period of the agreement, the delivery status, delivery and transfer time of the transaction object, the attribution of profits and losses generated by the related object assets in the transition period, etc;
(VII) the purpose of the transaction and its impact on the listed company, including the necessity and true intention of the related party transaction, and the impact on the current and future financial status and operating results;
(VIII) the total amount of various related party transactions that have occurred with the related party (including other related parties controlled by the same subject or controlled by each other) from the beginning of the year to the disclosure date;
(IX) other contents required by the CSRC and Shenzhen Stock Exchange to help explain the essence of the transaction. When the company has other transactions other than entrusted financial management and other matters specified by the exchange on the cumulative principle, the amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. If the cumulative calculation meets the standards of Articles 9 to 11 of this system, the provisions of Articles 9 to 11 shall apply. Those who have fulfilled relevant obligations in accordance with Articles 9 to 11 shall not be included in the scope of relevant cumulative calculation. Article 14 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 9 to 11 of the system according to the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions with different connected persons related to the same transaction object.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person.
Those who have fulfilled relevant obligations in accordance with Articles 9 to 11 shall not be included in the scope of relevant cumulative calculation.
Article 15 when a listed company conducts connected transactions related to daily operation with its connected persons listed in items (12) to (16) of Article 5 of this system, it 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 perform the review procedures and disclose them in time according to the transaction amount involved in the agreement; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation;
(II) in case of major changes in the main terms of the agreement during actual implementation or renewal of the agreement upon expiration, the review procedures shall be performed and disclosed in a timely manner in accordance with the transaction amount involved in the newly revised or renewed agreement;
(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 due to the need to frequently enter into new daily connected transaction agreements, the company can reasonably predict the total amount of daily connected transactions that will occur in the current year according to categories, and submit it to the board of directors or the general meeting of shareholders for deliberation and disclosure according to the estimated amount; If the amount of daily connected transactions in actual execution exceeds the expected total amount, it shall be resubmitted to the board of directors or the general meeting of shareholders for deliberation according to the excess amount.
(IV) if the term of the daily connected transaction agreement signed between the company and the connected person exceeds three years, the relevant review procedures shall be re performed and disclosed every three years.
Related party transactions related to daily operation listed in items (12) to (16) of Article 5 of the system occur between the company and related parties, and related party transactions in which the company and related parties make capital contributions in cash and determine the equity proportion of each party in the invested subject according to the proportion of capital contribution
