Guangdong Enpack Packaging Co.Ltd(002846)
Guangdong Enpack Packaging CO., LTD
Administrative measures for related party transactions
Shantou, Guangdong
April, 2002
catalogue
Chapter I General Provisions 1 Chapter II Scope of connected persons and connected transactions Chapter III Determination and management of related party transaction price Chapter IV procedures and disclosure of related party transactions Chapter V avoidance of voting 8 Chapter VI Supplementary Provisions ten
Guangdong Enpack Packaging Co.Ltd(002846)
Administrative measures for related party transactions
Chapter I General Provisions
Article 1 in order to ensure that the related party transactions between Guangdong Enpack Packaging Co.Ltd(002846) (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 harm the interests of the company and shareholders, especially the legitimate interests of small and medium-sized investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) These measures are formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the governance standards of listed companies (revised in 2018), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the “Stock Listing Rules”) and other laws, regulations, rules and normative documents, as well as the provisions of Guangdong Enpack Packaging Co.Ltd(002846) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 related party transactions of the company refer to the transfer of resources or obligations between the company and its holding subsidiaries and related parties.
Article 3 the related party transactions of the company shall follow the following basic principles:
(I) the principles of equality, voluntariness, equivalence and compensation;
(II) the principles of fairness, impartiality and openness;
(III) if the related party enjoys the voting right at the general meeting of shareholders, except under special circumstances, it shall avoid voting on related party transactions;
(IV) directors who have any interest with related parties shall withdraw when the board of directors votes on the related party transaction; If it cannot be avoided due to special circumstances, it shall participate in the voting according to the procedures specified in these measures, but a separate statement must be issued;
(V) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective criteria, and employ professional evaluation institutions or independent financial consultants to express opinions when necessary.
Chapter II Scope of connected persons and connected transactions
Article 4 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
(I) the affiliated legal person of the company refers to:
1. A legal person or other organization that directly or indirectly controls the company;
2. Legal persons (or other organizations) other than the company and its holding subsidiaries directly or indirectly controlled by the legal persons (or other organizations) mentioned in the preceding paragraph;
3. Legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert;
4. 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 Item (II) of this article, or serve as directors (excluding independent directors of both parties) and senior managers.
5. China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) or the company, according to the principle of substance over form, identify other legal persons (or other organizations) that have special relationship with the company and may or have caused the company to favor its interests. If the company and the legal person listed in Item (I) 2 of Article 4 are controlled by the same state-owned assets management institution and form the situation described in Item (I) 2 of Article 4, it does not constitute a related relationship, except that its legal representative, chairman, general manager or more than half of the directors concurrently serve as directors, supervisors or senior managers of the company.
(II) affiliated natural persons of the company refer to:
1. Natural persons who directly or indirectly hold more than 5% of the shares of the company;
2. Directors, supervisors and senior managers of the company;
3. Directors, supervisors and senior managers of the legal persons listed in Item (I) 1 of this article;
4. The relatives of the persons mentioned in Items 1 and 2 of item (II) of this article include 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.
5. China Securities Regulatory Commission, Shenzhen Stock Exchange or the company shall, in accordance with the principle of substance over form, identify other natural persons who have a special relationship with the company and may or have caused the company to favor its interests.
(III) a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
1. Due to signing an agreement or making an arrangement with the company or its affiliates, it will have one of the circumstances specified in items (I) and (II) of this article after the agreement or arrangement takes effect or within the next 12 months;
2. In the past 12 months, it has been under one of the circumstances specified in items (I) and (II) of this article. Article 5 the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert and actual controllers shall timely submit the list of the company’s related persons and the description of the related relationship to the company’s board of directors, and the company shall do a good job in registration management.
Article 6 related party transactions of a company refer to the transfer of resources or obligations between a listed company or its holding subsidiaries and other entities under its control and related parties of the company, including:
(I) purchase of assets;
(II) sale of assets;
(III) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(IV) provide financial assistance (including entrusted loans);
(V) provide guarantee (including guarantee for holding subsidiaries);
(VI) assets leased in or leased out;
(VII) entrusted or entrusted management of assets and businesses;
(VIII) donated or donated assets;
(IX) reorganization of creditor’s rights or debts;
(x) transfer or transfer of R & D projects;
（11） Sign the license agreement;
（12） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（13） Purchase of raw materials, fuel and power;
（14） Selling products and commodities;
（15） Providing or receiving labor services;
（16） Entrusted or entrusted sales;
（17） Deposit and loan business;
（18） Joint investment with related parties;
（19） Other matters that may cause the transfer of resources or obligations through agreement.
（20） Other transactions recognized by Shenzhen Stock Exchange.
Article 7 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 Shenzhen Stock Exchange and when the Company deems it necessary, hire an intermediary to audit or evaluate the transaction object.
The company shall not consider and make decisions on related party transactions involving unclear status of the subject matter of the transaction, uncertain transaction price and uncertain situation of the counterparty.
Chapter III Determination and management of prices of related party transactions
Article 8 related party transactions between the company and its related parties shall conclude a written agreement and follow the following pricing principles and methods:
(I) the pricing order of related party transactions shall be subject to the principles of national pricing, market pricing and negotiated pricing; If there is no national pricing and market price, it shall be determined according to the method of cost plus reasonable profit. If the above price cannot be determined, the price shall be determined by both parties through negotiation.
(II) both parties to the transaction shall determine the pricing method according to the specific conditions of related matters and specify it in the relevant related transaction agreement.
(III) market price: determine the price and rate of assets, goods or services based on the market price.
(IV) cost plus price: the transaction price and rate are determined by adding reasonable profit on the basis of the cost of assets, goods or services traded.
(V) agreed price: the price and rate shall be determined through negotiation based on the principle of fairness and impartiality.
Article 9 price management of related party transactions:
(I) both parties to the transaction shall calculate the transaction price according to the price and actual transaction quantity agreed in the related transaction agreement, settle monthly, and pay according to the payment method and time agreed in the related transaction agreement;
(II) the Finance Department of the company shall track the changes in the market price and cost of the company’s connected transactions and report the changes to the board of directors for the record;
(III) the directors, supervisors and senior managers of the company shall pay attention to whether the company is occupied by related parties and other issues that encroach on the interests of the company. The independent directors and supervisors of the company shall check the capital transactions between the company and its affiliates at least once a quarter to understand whether the company is occupied or transferred by directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates. In case of any abnormality, they shall timely submit it to the board of directors to take corresponding measures.
Chapter IV procedures and disclosure of related party transactions
Article 10 in addition to the provisions of article 6.3.13 of the stock listing rules, if the transactions between the company and related parties meet one of the following standards, they shall be disclosed in time:
(I) transactions with connected natural persons with a transaction amount of more than 300000 yuan;
(II) the transaction amount with affiliated legal persons (or other organizations) exceeds 3 million yuan and accounts for the company
Article 11 in addition to the provisions of article 6.3.13 of the stock listing rules, if the transaction amount between the company and its related parties exceeds 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net assets of the company, it shall be disclosed in time and submitted to the general meeting of shareholders for deliberation, and the audit report or evaluation report meeting the requirements of article 6.1.6 of the stock listing rules shall also be disclosed.
Although the company’s related party transactions fail to meet the standards specified in the preceding paragraph, the CSRC and Shenzhen Stock Exchange may require the company to submit them to the general meeting of shareholders for deliberation in accordance with the principle of prudence, and apply the relevant audit or evaluation requirements in accordance with the provisions of the preceding paragraph.
Where the company submits to the general meeting of shareholders for deliberation in accordance with other laws and regulations or its articles of association, or voluntarily submits to the general meeting of shareholders for deliberation, it shall disclose the audit report or evaluation report that meets the requirements of article 6.1.6 of the stock listing rules, unless otherwise specified by the Shenzhen Stock Exchange.
In case of any of the following transactions between the company and related parties, the company may be exempted from audit or evaluation:
Daily connected transactions specified in article 6.3.19 of the stock listing rules;
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;
Other circumstances stipulated by Shenzhen Stock Exchange.
Article 12 a guarantee provided by the company to a related person shall be deliberated and approved by more than half of all non related directors, and 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 a resolution shall be made and 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 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.
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.
Where the company provides guarantee for shareholders holding less than 5% of the company’s shares, the provisions of the preceding paragraph shall apply, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders.
Article 13 when disclosing related party transactions, the company shall submit the following documents to the 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 any);
(IV) government approvals involved in the transaction (if any)
(V) professional reports issued by intermediaries (if any)
(VI) written documents of prior approval of the transaction by independent directors
(VII) opinions of independent directors
(VIII) other documents required by SZSE
Article 14 the announcement of connected transactions disclosed by the company shall include the following contents
(I) overview of the transaction and basic information of the subject matter of the transaction
(II) prior approval and independent opinions of independent directors
(III) voting of the board of directors (if any)
(IV) description of the affiliated relationship of the parties to the transaction and basic information of the affiliated persons
(V) the pricing policy and basis of the transaction, including the relationship 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.
If the transaction price is quite different from the book value, evaluation value or market price, the reason shall be explained. If the transaction is unfair, it shall also disclose the direction of interest transfer generated by the related party transaction;
(VI) the main contents of the transaction agreement, including the transaction price, transaction settlement method, the nature and proportion of the rights and interests of related parties in the transaction, the effective conditions, effective time, performance period, etc.
(VII) the purpose of the transaction and its impact on the 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 with the related party from the beginning of the year to the disclosure date; (IX) analysis on the performance ability of the counterparty;
(x) personnel resettlement, land lease, debt restructuring, etc. involved in the transaction;
（11） A description of related party transactions that may occur after the completion of the transaction;
（12） Description of possible horizontal competition and relevant countermeasures after the completion of the transaction;
（13） Intermediaries and their opinions;
（14） Other contents required by China Securities Regulatory Commission and Shenzhen Stock Exchange to help explain the essence of the transaction.
Article 15 when the company conducts “entrusted financial management” and “providing guarantee” between the company and its related parties, for example, due to the transaction frequency and timeliness
