Hbis Company Limited(000709) related party transaction management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to standardize the decision-making procedures of Hbis Company Limited(000709) (hereinafter referred to as “the company”) related party transactions and ensure that the company’s related party transactions do not harm the interests of the company and all shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the governance standards of listed companies This system is formulated in combination with the actual situation of the company in accordance with the relevant provisions of relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for self regulatory supervision of listed companies No. 7 – transactions and related party transactions, the accounting standards for business enterprises and the articles of association.
Article 2 the related party transactions of the company shall follow the principles of good faith, equality, voluntariness, openness, fairness and fairness, protect the legitimate rights and interests of the company and shareholders, and shall not conceal the related party relationship or decorrelate the related party transactions.
Chapter II related party transactions and related parties
Article 3 related party transactions refer to the transfer of resources or obligations between the company or its holding subsidiary 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 entrusted loans);
(IV) provide guarantee (including guarantee for holding subsidiaries);
(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） The transfer of resources may be caused by other agreed matters or obligations.
Article 4 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 5 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 person mentioned in Item (I) of this article;
(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 6, or where the affiliated natural persons act 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) China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) or other legal persons or other organizations identified by the company according to the principle of substance over form that have special relations with the company and may lead to the company’s preference for its 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 the legal person listed in Item (I) of Article 5;
(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;
(V) other natural persons identified by CSRC, Shenzhen Stock Exchange or the company as having special relationship with the company according to the principle of substance over form, which may cause the company to favor its interests.
Article 7 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) 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 5 or Article 6;
(II) one of the circumstances specified in Article 5 or Article 6 has occurred in the past 12 months.
Chapter III pricing of related party transactions
Article 8 pricing principles and methods of connected transactions:
The price of related party transactions of the company shall be determined according to the following principles:
(I) if there is a state fixed price, the state fixed price shall apply;
(II) if there is no national pricing, it shall be determined according to the market price;
(III) if there is no market price, it shall be determined according to the actual cost plus reasonable profit;
(IV) for special goods and services whose price cannot be determined according to the principle of “cost plus”, both parties shall determine the transaction price according to the principle of fairness and rationality.
Article 9 when conducting transactions with related parties, the company shall sign a written agreement to determine the pricing method according to the specific conditions of related party transactions and specify it in the agreement.
Chapter IV Management of connected transactions
Article 10 when considering related party transactions, the company shall:
(I) understand the real situation of the transaction object in detail, including the operation status, profitability, whether there are rights defects such as mortgage and freezing, and legal disputes such as litigation and arbitration;
(II) understand the integrity record, credit status and performance ability of the counterparty in detail, and carefully select the counterparty;
(III) determine the transaction price according to sufficient pricing basis;
(IV) according to the requirements of laws and regulations such as the stock listing rules or when the Company deems it necessary, hire an intermediary institution to audit or evaluate the transaction object.
Article 11 the company shall not review and make decisions on related party transactions under any of the following circumstances:
(I) the status of the subject matter of the transaction is unclear;
(II) the transaction price has not been determined;
(III) the situation of the counterparty is uncertain;
(IV) this transaction has caused or may cause the company to be occupied by the non operating funds of the controlling shareholders, actual controllers and their subsidiaries;
(V) this transaction has caused or may cause the company to provide guarantees for related parties in violation of regulations;
(VI) other circumstances that lead to or may lead to the company’s interests being occupied by related parties due to this transaction. Article 12 Where the company’s purchase of assets from related parties needs to be submitted to the general meeting of shareholders for deliberation according to regulations, and under any of the following circumstances, in principle, the counterparty shall provide the profit guarantee or compensation commitment of the underlying assets or the repurchase commitment of the underlying assets within a certain period of time:
(I) purchasing assets at a high premium;
(II) the latest return on net assets of the purchased assets is negative or lower than the return on net assets of the company itself.
Article 13 when providing guarantee for related parties, the company shall strengthen the control of related party guarantee risk, take practical and effective counter guarantee measures, and require the guaranteed or a third party to provide counter guarantee of equal value with its assets or in other effective ways.
Article 14 the directors, supervisors and senior managers of the company shall pay attention to whether the company has been occupied by related parties and other issues that encroach on the interests of the company, including but not limited to inquiry, consultation, etc.
Article 15 where losses are caused or may be caused to the company 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 timely take protective measures such as litigation and property preservation to avoid or reduce losses, and investigate the responsibilities of relevant personnel.
Chapter V Examination and approval procedures and information disclosure of connected transactions
Article 16 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 controller (see item (IV) of Article 6 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 6 of the system for the specific scope);
(VI) persons identified by the CSRC, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
Article 17 when the general meeting of shareholders deliberates on related party transactions, the following shareholders shall withdraw from voting:
(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) working 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 those whose shareholders are natural persons);
(VI) close family members of the counterparty and its direct and indirect controllers;
(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 CSRC or Shenzhen stock exchange that may cause the company to favor its interests.
Article 18 independent directors shall express their opinions on major related party transactions of the company. The board of directors of the company shall obtain written opinions approved by more than half of the independent directors before considering major related party transactions.
Independent directors shall express their opinions on whether major related party transactions are fair and reasonable to all shareholders. If necessary, with the consent of all independent directors, independent directors can hire intermediaries to issue special reports as the basis for their judgment.
The company shall provide the independent directors with the background information of major related party transactions necessary for them to make independent judgments.
Article 19 the company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Article 20 the company shall not provide financial assistance to the related persons specified in Articles 5, 6 and 7 of the system, except to the related joint-stock company (excluding the subject controlled by the controlling shareholder and actual controller of the company), and other shareholders of the joint-stock company shall provide financial assistance with the same conditions according to the proportion of capital contribution.
If the company provides financial assistance to the affiliated joint-stock company specified in the preceding paragraph, in addition to being deliberated and approved by more than half of all non affiliated directors, it shall also be deliberated and approved by more than two-thirds of the non affiliated directors attending the board meeting and submitted to the general meeting of shareholders for deliberation.
Affiliated joint-stock company refers to the affiliated legal person or other organization of the company that is shared by the company and belongs to the company specified in Articles 5 and 7 of this system.
Article 21 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be submitted to the board of directors for deliberation and timely disclosure.
Article 22 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 company’s latest audited net assets shall be submitted to the board of directors for deliberation and timely disclosure.
Article 23 in addition to timely disclosure, a related party transaction with a transaction amount of more than 30 million yuan between the company and related parties (except for the company’s gift of cash assets and the provision of guarantee) and accounting for more than 5% of the absolute value of the company’s latest audited net assets shall also employ a qualified intermediary to evaluate or audit the transaction subject matter in accordance with the provisions of paragraph 2 of this article, and submit the transaction to the general meeting of shareholders for deliberation.
If the subject matter of the transaction is the equity of the company, the company shall employ a qualified accounting firm to audit the financial and accounting report of the subject matter of the transaction in the latest year. The audit deadline shall not exceed six months from the date of the general meeting of shareholders to consider relevant matters; If the subject matter of the transaction is other assets other than equity, the company shall employ a qualified asset appraisal institution to conduct the appraisal. The benchmark date of the appraisal shall not exceed one year from the date of the general meeting of shareholders to consider relevant matters.
For transactions that fail to meet the above standards, if the Shenzhen Stock Exchange considers it necessary, the company shall also employ relevant accounting firms or asset evaluation firms to audit or evaluate in accordance with the provisions of the preceding paragraph.
In case of any of the following transactions between the company and its affiliates, it may be exempted from audit or evaluation:
(I) daily connected transactions in accordance with Article 34 of the system;
(II) all parties such as related parties make capital contributions in cash, and the equity proportion of each party in the invested subject shall be determined according to the proportion of capital contribution;
(III) other circumstances stipulated by Shenzhen Stock Exchange.
Article 24 the guarantee provided by the company for the 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. 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.
When the board of directors deliberates the matters mentioned in the preceding paragraph, it shall be deliberated and adopted by more than half of all non affiliated directors and approved by more than two-thirds of the non affiliated directors attending the meeting of the board of directors.
If the guaranteed party becomes an affiliate of the company due to the transaction, the company shall perform corresponding review procedures and information disclosure obligations on the existing affiliated guarantee while implementing the transaction or affiliated transaction. The board of directors or the general meeting of shareholders failed to pass the review
