Fujian Cosunter Pharmaceutical Co.Ltd(300436) connected transaction rules
Chapter I General Provisions
Article 1 in order to ensure that the related party transactions between Fujian Cosunter Pharmaceutical Co.Ltd(300436) (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 Listing Rules of gem shares of Shenzhen Stock Exchange (“Listing Rules”) These rules are formulated in accordance with the accounting standards for Business Enterprises No. 36 – disclosure of related parties and other relevant laws and regulations, normative documents and the relevant provisions of the Fujian Cosunter Pharmaceutical Co.Ltd(300436) articles of Association (hereinafter referred to as the “articles of association”).
In addition to the provisions of the articles of association and the related parties’ normative transactions, it is also required to comply with the provisions of Article II of the articles of association and the related parties’ normative transactions.
Chapter II related parties and related relationships
Article 3 affiliated parties 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 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 5 of these rules or serve as directors (except independent directors) and senior managers;
(IV) legal persons or other organizations holding more than 5% of the company’s shares and persons acting in concert;
(V) other legal persons or other organizations identified by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the stock exchange or the company according to the principle of substance over form, which have a special relationship with the company and may cause the company to favor its 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 of these rules; (IV) close family members of the persons mentioned in items (I) to (III) 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) other natural persons identified by the CSRC, the stock exchange or the company as having special relationship with the company according to the principle of substance over form, which may tilt the company and its interests.
Article 6 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, one of the circumstances specified in Article 4 or 5 of these rules occurs after the agreement or arrangement takes effect or within the next 12 months;
(II) one of the circumstances specified in Article 4 or Article 5 of these rules has occurred in the past 12 months.
Article 7 related relationships mainly refer to the ways or means that have the ability to directly or indirectly control or exert significant influence on the company in financial and business decisions, including but not limited to the equity relationship, personnel relationship, management relationship and commercial interest relationship between related parties and the company.
Article 8 the related relationship shall be substantially judged from the specific ways, ways and extent of the related parties’ control or influence on the company.
Chapter III related party transactions
Article 9 related party transactions refer to the transfer of resources or obligations between the company, its holding subsidiaries and related parties, including but not limited to:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries); (III) providing financial assistance (including entrusted loans);
(IV) provide guarantee (including guarantee for subsidiaries);
(V) assets leased in or leased out;
(VI) sign management contracts (including entrusted operation, entrusted operation, etc.);
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights and debts;
(IX) transfer of research and development projects;
(x) sign a 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） Joint investment with related parties;
（17） Other matters that the CSRC and the stock exchange consider should be related party transactions.
Article 10 related party transactions of the company shall follow the following basic principles:
(I) conform to the principle of good faith;
(II) the principle of not damaging the legitimate rights and interests of the company and non affiliated shareholders;
(III) if the related party enjoys the voting right of the general meeting of shareholders of the company, it shall withdraw from voting;
(IV) any interested director shall withdraw when the board of directors votes on the matter;
(V) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective criteria. Professional appraisers or financial consultants shall be employed when necessary;
(VI) independent directors shall clearly express independent opinions on related party transactions.
Article 11 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 price or charging principle of connected transactions shall not deviate from the price or charging standard of independent third parties in the market. The company shall fully disclose the pricing basis of related party transactions.
Article 12 related party transactions between the company and related parties shall sign written contracts or agreements, follow the principle of equality, voluntariness and compensation for equal value, and the contents of the contracts or agreements shall be clear and specific.
Article 13 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.
Chapter IV decision making procedures for connected transactions
Article 14 when signing contracts, agreements or other arrangements involving related party transactions with related parties, the company shall take necessary avoidance measures:
(I) any individual can only sign the agreement on behalf of one party;
(II) related parties shall not interfere with the company’s decision in any way;
(III) when the board of Directors considers related party transactions, related directors shall avoid voting and shall not exercise voting rights on behalf of other directors.
Affiliated directors include the following directors or directors under any of the following circumstances:
1. Counterparty;
2. 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;
3. Having direct or indirect control over the counterparty;
4. Close family members of the counterparty or its direct or indirect controller (the specific scope shall be subject to the provisions of item 4 of Article 5 of these rules);
5. Close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (the specific scope shall be subject to the provisions of item 4 of Article 5 of these rules);
6. Persons whose independent business judgment may be affected due to other reasons recognized by the CSRC, stock exchange or the company.
(IV) when the general meeting of shareholders deliberates on related party transactions, shareholders under any of the following circumstances shall withdraw from voting:
1. Counterparty;
2. Having direct or indirect control over the counterparty;
3. Directly or indirectly controlled by the counterparty;
4. Directly or indirectly controlled by the same legal person or natural person as the counterparty;
5. Close family members of the counterparty or its direct or indirect controller (the specific scope shall be subject to the provisions of item 4 of Article 5 of these rules);
6. Serving in the counterparty, or in the legal entity that can directly or indirectly control the counterparty or the legal entity directly or indirectly controlled by the counterparty (applicable to the case where the shareholder is a natural person);
7. The voting right is restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
8. Legal person or natural person identified by CSRC or stock exchange that may cause the company to favor its interests.
Article 15 when the board of directors of the company deliberates on related party transactions, related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. The meeting 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.
Article 16 when the general meeting of shareholders deliberates on matters related to related party transactions, related shareholders shall not participate in voting, and
The total number of voting shares that the shareholders have not exercised by proxy shall not be included in the total number of voting shares they have; The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders.
If the related shareholders explicitly indicate their withdrawal, other shareholders attending the general meeting of shareholders shall deliberate and vote on the related transaction matters, and the voting results shall have the same legal effect as other resolutions adopted by the general meeting of shareholders.
Article 17 related party transactions (except for providing guarantee and financial assistance) with a transaction amount of more than 300000 yuan between the company and related natural persons shall be approved by the board of directors, and independent directors shall give separate opinions.
Article 18 related party transactions between the company and related legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the latest audited net assets of the listed company (except the provision of guarantees and financial assistance) shall be disclosed in time after deliberation by the board of directors, and independent directors shall express separate opinions.
Article 19 in addition to timely disclosure, the company shall also employ an intermediary qualified to perform securities and futures related business to evaluate or audit the transaction subject matter, and submit the transaction to the general meeting of shareholders for deliberation.
Article 20 the independent directors express their separate opinions on the related party transactions with the 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.
Article 21 for major related party transactions between the company and related parties that need to be approved by the general meeting of shareholders, the company shall employ an intermediary structure qualified to perform securities and futures related businesses to evaluate or audit the transaction targets. Except for the purchase and sale or service related transactions related to the daily operation of the company, if there are provisions in relevant laws, regulations or normative documents, such provisions shall prevail.
The company may employ an independent financial consultant to express opinions on whether the related party transactions that need to be approved by the general meeting of shareholders are fair and reasonable to all shareholders, and issue an independent financial consultant report.
Article 22 related party transactions that are not within the scope approved by the board of directors or the general meeting of shareholders shall be approved by the general manager meeting of the company, and interested persons shall withdraw from voting at the general manager meeting.
Article 23 the board of supervisors shall clearly express its opinions on whether the connected transactions that need to be approved by the board of directors or the general meeting of shareholders are fair and reasonable, and whether there is any situation that damages the legitimate rights and interests of the company and non connected shareholders.
Article 24 when making resolutions on related party transactions, the board of directors shall at least review the following documents:
(I) background description of related party transactions;
(II) entity qualification certificate of related parties (business license of legal person or identity certificate of natural person);
(III) agreements, contracts or any other written arrangements related to related party transactions;
(IV) supporting documents and materials for pricing related party transactions;
(V) description of the impact of related party transactions on the legitimate rights and interests of the company and non related shareholders;
(VI) intermediary report (if any);
(VII) other materials required by the board of directors.
Article 25 when the general meeting of shareholders makes a resolution on related party transactions, in addition to reviewing the documents listed in Article 24, it is also necessary to review the following documents:
(I) opinions of independent directors on such transactions;
(II) the board of supervisors of the company makes resolutions on these exchanges.
Article 26 the general meeting of shareholders, the board of directors and the general manager’s meeting shall, in accordance with the provisions of the articles of association and the rules of procedure, deliberate and vote on the related party transactions of the company within their respective authorities, and abide by the provisions of the relevant avoidance system.
Article 27 related party transactions that require the approval of the board of directors or the general meeting of shareholders shall, in principle, obtain the prior approval of the board of directors or the general meeting of shareholders. If, for special reasons, related party transactions have been executed without the prior approval of the board of directors or the general meeting of shareholders, the company shall perform the approval procedures within 60 days from the date of knowing the relevant facts to confirm such related party transactions.
Article 28 related party transactions that have not been approved or confirmed in accordance with the procedures stipulated in the articles of association and these Rules shall not be implemented; The company has the right to terminate the related party transactions that have been executed but have not been approved or confirmed.
Article 29 the company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their holding subsidiaries. A listed company shall prudently provide financial assistance or entrusted financial management to related parties.
Where the company entrusts financial management to related parties, it shall take the amount incurred as the calculation standard of disclosure and calculate it cumulatively within 12 consecutive months according to the transaction type, and the provisions of Articles 17, 18 and 19 shall apply. Those who have fulfilled relevant obligations in accordance with the provisions of Articles 17, 18 and 19 shall not be included in the scope of relevant cumulative calculation.
Article 30 any guarantee provided by the company for related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
Article 31 If the company intends to conduct connected transactions that must be submitted to the general meeting of shareholders for deliberation, it shall obtain the prior approval of independent directors before submitting them to the board of directors for deliberation.
The prior approval opinions of independent directors shall be approved by more than half of all independent directors and disclosed in the announcement of related party transactions.
Article 32 when related party transactions involve “providing financial assistance”, “providing guarantee” and “entrusted financial management”, etc,
