Shanghai Step Electric Corporation(002527)
Related party transaction decision system
Chapter I General Provisions
Article 1 in order to further strengthen the management of related party transactions of Shanghai Step Electric Corporation(002527) (hereinafter referred to as “the company” or “the company”), clarify the management responsibilities and division of labor, safeguard the legitimate interests of shareholders and creditors of the company, especially the legitimate interests of small and medium-sized investors, and ensure that the related party transaction contracts concluded between the company and related parties comply with the principles of fairness, openness and fairness, according to the company law of the people’s Republic of China The securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, and the Shanghai Step Electric Corporation(002527) articles of Association (hereinafter referred to as the “articles of association”), This system is formulated in combination with the actual situation of the company.
Chapter II related parties and related transactions
Article 2 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiaries and related parties of the company, including but not limited to the following matters:
(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） Other matters that may lead to the transfer of resources or obligations through agreement;
（19） Other transactions recognized by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Article 3 the affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
If the company and the legal person (or other organization) listed in Item (II) of Article 4 of the system are controlled by the same state-owned assets management institution, resulting in the situation described in Item (II) of Article 4 of the system, it will not form an association relationship, except that the 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 company.
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 inform the company of the related persons with whom they have a related relationship. The company shall timely report the information of the above-mentioned connected persons to the Shenzhen stock exchange for the record.
Article 4 a legal person (or other organization) under any of the following circumstances shall be an affiliated legal person (or other organization) of the company:
(I) legal person (or other organization) that directly or indirectly controls the company;
(II) directly controlled by the legal person or other subsidiaries (other than the legal person mentioned in this article) or the organization directly controlled by other legal persons (II);
(III) legal persons (or other organizations) other than the company and its holding subsidiaries that are directly or indirectly controlled by the company’s affiliated natural persons, or serve as directors (excluding independent directors of both parties) and senior managers;
(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 or other legal persons or other organizations identified by 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.
In the past 12 months or according to relevant agreements, the legal person (or other organization) under one of the circumstances in items (I) to (V) of this article is the affiliated legal person of the company.
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) who directly or indirectly control the company;
(IV) close family members of the persons mentioned in items (I) and (II) of this article, including spouses, parents, children over the age of 18 and their spouses, brothers and sisters and their spouses, parents of spouses, brothers and sisters of spouses and parents of children’s spouses;
(V) other natural persons identified by the CSRC, Shenzhen Stock Exchange or the company as having special relationship with the company according to the principle of substance over form, which may or has led to the preference of the company’s interests to its interests.
In the past 12 months or according to relevant agreements, the natural person who has one of the circumstances in items (I) to (V) of this article in the next 12 months shall be the affiliated natural person of the company.
Article 6 the related party transactions of the company shall follow the following principles:
(I) related party transactions shall follow the principles of good faith, fairness, openness and fairness;
(II) the company shall comply with the principle of avoidance of voting by related parties stipulated in the company law when performing the decisions on related party transactions;
(III) the company shall fully disclose the pricing basis of related party transactions; In principle, the price of related party transactions cannot deviate from the price or charging standard of independent third parties in the market;
(IV) the principle of written agreement. The signing of related party transaction agreement shall follow the principles of equality, voluntariness, equivalence and compensation, and the content of the agreement shall be clear and specific;
(V) the board of directors of the company shall judge whether the related party transaction damages the interests of the company according to objective standards, and shall employ professional appraisers or independent financial advisers when necessary;
(VI) the assets of the company belong to the company. The company shall take effective measures to prevent shareholders and their related parties from illegally occupying or transferring the company’s funds, assets and other resources through related party transactions. The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries;
(VII) the company shall earnestly perform the obligation of information disclosure for related party transactions in accordance with relevant regulations;
(VIII) the company shall not damage the legitimate rights and interests of all shareholders, especially minority shareholders, when dealing with connected transactions with connected persons;
(IX) independent directors shall clearly express independent opinions on major connected transactions.
Chapter III Determination and management of prices of related party transactions
Article 7 the company shall manage and standardize the related party transactions of the company in accordance with the articles of association and the system. Article 8 connected transaction price refers to the transaction price of goods or services involved in connected transactions between the company and connected persons.
Article 9 basic principles and methods for determining the price of related party transactions
(I) the price determination of related party transactions mainly follows the principle of market price; If there is no market price, it shall be priced according to the cost plus; If there is no market price and it is not suitable to adopt cost plus price, it shall be priced according to the agreed price;
(II) the pricing method shall be determined in the related party transaction according to the specific conditions of the related party transaction;
(III) market price: determine the price and rate of goods or services based on the market price;
(IV) cost plus price: the transaction price and rate are determined by adding a certain reasonable profit on the basis of the cost of the traded goods or services;
(V) agreed price: the price and rate shall be determined by both parties through negotiation;
(VI) if the relevant departments of the national government set the price, the price set by the National Government shall prevail. Article 10 price management of related party transactions
(I) both parties to the transaction shall calculate the transaction price according to the price agreed in the related transaction agreement and the actual transaction quantity, and pay according to the payment method and time agreed in the related transaction agreement;
(II) within the first month of each new year, the Finance Department of the company shall report the benchmark price of all related party transactions in the new year to the board of directors for filing, and report the implementation of the price of related party transactions in the previous year to the board of directors in an official document;
(III) the Finance Department of the company shall track the changes in the market price and cost of the products of the company’s connected transactions, and report the changes to the board of directors for the record;
(IV) if the board of directors or independent directors have doubts about the price changes of related party transactions, they can hire independent financial consultants to give opinions on the fairness of the price changes of related party transactions;
(V) before determining the pricing principle and price of other unavoidable temporary connected transactions of the company, the relevant pricing basis shall be reported to the board of directors for review. If the board of directors or more than one-half of the independent directors express negative opinions on the pricing principles and prices of related party transactions, the company shall suspend the related party transactions and conduct the related party transactions after hiring an independent financial consultant to express positive opinions on the fairness of the related party transactions.
Chapter IV Examination and approval of connected transactions
Article 11 approval authority of the general manager of the company: unless otherwise specified in laws and regulations, Shenzhen Stock Exchange or the articles of association, the transaction amount between the company and affiliated natural persons is less than 300000 yuan, or the transaction amount with affiliated legal persons (or other organizations) is less than 3 million yuan, or accounts for less than 0.5% of the latest audited net asset value of the company.
Article 12 approval authority of the board of directors of the company: in addition to the approval authority of the general manager of the company in Article 11 above and other provisions of laws and regulations, Shenzhen Stock Exchange or the articles of association, the transactions between the company and related natural persons (except for the company’s cash assets and guarantee) with an amount of more than 300000 yuan. Transactions between the company and related legal persons (except cash assets and guarantees provided by the company) with an 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. Article 13 Unless otherwise provided by laws and regulations, Shenzhen Stock Exchange or the articles of association, for connected transactions between the company and connected persons with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the latest audited net asset value of the company, an intermediary institution with Securities and futures related business qualifications shall be hired to evaluate or audit the transaction subject matter in accordance with the listing rules, It shall be submitted to the general meeting of shareholders for deliberation after being approved by independent directors and deliberated and approved by the board of directors in accordance with the listing rules.
Article 14 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.
Article 15 the company shall not provide financial assistance to the related persons specified in this 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.
The term “affiliated joint-stock company” as mentioned in this article refers to the affiliated legal person (or other organization) of the company with shares held by the company and belonging to the company specified in this system.
Article 16 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 11, 12 and 13 of the system according to the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions with different related parties and the same transaction object.
The above-mentioned same related persons include other related persons who are controlled by the same subject or have equity control relationship with each other.
Those who have fulfilled relevant obligations in accordance with Articles 11, 12 and 13 shall not be included in the scope of relevant cumulative calculation.
The related party transactions specified in Articles 12 and 13 of the system can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
Article 17 in case of any of the following transactions between the company and its affiliates, the company may be exempted from audit or evaluation:
(I) related party transactions related to daily operation in items (12) to (16) of Article 2 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 18 the related party transactions related to daily operation listed in items (12) to (16) of Article 2 of the system between the company and related parties shall be disclosed in accordance with the following provisions and perform corresponding deliberation procedures:
(I) for the first day-to-day connected transactions, the company shall conclude a written agreement with the connected persons and disclose it in time. According to the transaction amount involved in the agreement, the provisions of articles 12 and 13 of the system shall be applied respectively to the board of directors or the general meeting of shareholders for deliberation; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation. (II) for the daily related party transaction agreement that has been deliberated and approved by the board of directors or the general meeting of shareholders and is being implemented, if there is no significant change in the main terms during the implementation process, the company shall disclose the actual performance of the relevant agreement as required in the periodic report and explain whether it complies with the provisions of the agreement; If major changes occur in the main terms of the agreement during the execution process or the agreement needs to be renewed at the expiration of the agreement, the company shall submit the newly revised or renewed daily related party transaction agreement to the board of directors or the general meeting of shareholders for deliberation according to the transaction amount involved in the agreement and the provisions of articles 12 and 13 of the system respectively; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation.
(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 in accordance with item (I) of this article due to the need to frequently conclude new daily connected transaction agreements, the company can reasonably predict the total amount of daily connected transactions that will occur in the current year by category before disclosing the report of the previous year, According to the estimated amount, the provisions of Article 12 and Article 13 of the system shall be applied respectively, which shall be submitted to the board of directors or the general meeting of shareholders for deliberation and disclosure; The company shall disclose the daily connected transactions within the expected scope in the annual report and interim report. If the amount of daily connected transactions exceeds the estimated total amount in the actual implementation, the company shall resubmit it to the board of directors or the general meeting of shareholders for deliberation and disclosure according to the provisions of articles 12 and 13 respectively.
