Omh Science Group Co.Ltd(300486)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to ensure that the related party transactions between Omh Science Group Co.Ltd(300486) (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”) This system is 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 Omh Science Group Co.Ltd(300486) 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.
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 the system 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 the system;
(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, after the agreement or arrangement takes effect or within the next 12 months, it has one of the circumstances specified in Article 4 or 5 of this system;
(II) one of the situations specified in Article 4 or Article 5 of the system 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. The list shall be submitted to the Audit Department of the board of directors, the Legal Affairs Department of the subsidiary and the related company in the first quarter after being determined by the Audit Department of the board of directors, the Legal Affairs Department of the subsidiary and the related company, and the list shall be sent to the relevant financial department of the company and the related company every year.
The office of the board of directors and the finance department shall continuously update the list of affiliated legal persons and affiliated natural persons of the company according to the changes of relevant laws and regulations, rules, normative documents, regulations of Shenzhen Stock Exchange, the articles of association and the appointment of directors, supervisors and senior managers, and timely distribute it to all holding subsidiaries and relevant departments.
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, investment in subsidiaries, etc.);
(III) providing financial assistance (including entrusted loans, providing financial assistance to subsidiaries, etc.);
(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 be subject to written contracts or agreements, which shall follow the principles of equality, voluntariness and compensation for equal value. 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.
The board of directors of the company implements the “freeze upon occupation” mechanism for the shares held by the controlling shareholders of the company, that is, if it is found that the controlling shareholders of the company have embezzled the company’s assets, it shall immediately apply for judicial freezing. If it cannot be paid off in cash, it shall repay the embezzled assets by realizing the shares.
The directors, supervisors and senior managers of the company have the legal obligation to maintain the safety of the company’s funds and assets.
The directors, supervisors and senior managers of the company shall not misappropriate the assets of the company or assist and connive at the controlling shareholders, actual controllers and their related parties to misappropriate the assets of the company. If the directors, supervisors and senior managers of the company violate the above provisions, their illegal income shall be owned by the company and cause losses to the company, they shall be liable for compensation. At the same time, the board of directors of the company shall punish the person directly responsible according to the seriousness of the circumstances, or request the general meeting of shareholders to remove the directors and supervisors who are seriously responsible. If it constitutes a crime, it shall be handed over to the judicial authority for handling.
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 this system);
Close family members (the specific scope shall be subject to the provisions of item 4 of Article 5 of this system);
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 this system);
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, it can be held only when more than half of the non related directors are present. The resolutions made at the meeting of the board of directors must be adopted by more than half of the non related 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 the total number of shares that the shareholders do not have the right to vote shall be included in the total number of voting shares of the related party transaction when the related party transaction is deliberated; 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 with a transaction amount of more than 300000 yuan between the company and related natural persons shall be disclosed in time.
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 company’s latest audited net assets shall be disclosed in a timely manner.
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 amount that the independent director intends to reach with related parties is more than 30 million yuan (inclusive)
30 million yuan) and accounting for more than 5% (including 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 not within the scope approved by the board of directors or the general meeting of shareholders shall be approved by the general manager’s meeting of the company, and interested persons shall withdraw from voting at the general manager’s 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, the 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 specified in the articles of association and the system 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 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.
If the shareholders hold less than 5% of the shares in the general meeting of the company, it shall be implemented with reference to the provisions of the preceding paragraph
