Hongfa Technology Co.Ltd(600885)
Related party transaction management system
(revised in April 2022)
Article 1 in order to standardize the decision-making procedures of related party transactions between Hongfa Technology Co.Ltd(600885) (hereinafter referred to as “the company” or “the company”) and its holding subsidiaries and related persons of the company, and prevent related party transactions from damaging the interests of the company and minority shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is hereby formulated in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for the self regulatory supervision of listed companies of Shanghai Stock Exchange No. 5 – transactions and connected transactions, and the Hongfa Technology Co.Ltd(600885) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the related party transactions mentioned in this system refer to the transfer of resources or obligations between the company or its holding subsidiaries and its related parties.
The system of affiliated transactions between the holding company and its subsidiaries is not applicable.
Article 3 the term “affiliated person” in this system includes affiliated legal person and affiliated natural person.
A legal person or other organization under any of the following circumstances is an affiliated legal person of the company:
1. 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 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 and senior managers;
4. Legal persons or other organizations holding more than 5% of the shares of the company;
5. China Securities Regulatory Commission (hereinafter referred to as CSRC), Shanghai 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 lead to the preference of the interests of the company, including legal persons or other organizations holding more than 10% shares of holding subsidiaries that have an important impact on the company.
A natural person under any of the following circumstances shall be an affiliated natural person of the company:
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 legal persons or other organizations that directly or indirectly control the company;
4. Close family members of the persons mentioned in Items 1 and 2 of this paragraph, 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;
5. Other natural persons identified by China Securities Regulatory Commission, Shanghai Stock Exchange or the company as having special relationship with the company according to the principle of substance over form, which may lead to the preference of the interests of the company, including natural persons holding more than 10% of the shares of holding subsidiaries that have an important impact on the company.
Within the past 12 months or within 12 months after the relevant agreement or arrangement takes effect, the legal person (or other organization) and natural person who have one of the circumstances mentioned in paragraphs 2 and 3 of this article are the affiliated persons of the company. Article 4 the affiliated directors mentioned in this system include the following directors or directors under any of the following circumstances: 1. The counterparty;
2. Is the direct or indirect controller of the counterparty;
3. 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;
4. A close family member of the counterparty or its direct or indirect controller;
5. Close family members of directors, supervisors and senior managers of the counterparty or its direct or indirect controllers;
6. Directors whose independent business judgment may be affected as determined by CSRC, Shanghai Stock Exchange or the company based on the principle of substance over form.
Article 5 the affiliated shareholders referred to in this system include the following shareholders or shareholders under one of the following circumstances: 1. They are the 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 other organization or natural person as the counterparty;
5. Work 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;
6. A close family member of the counterparty or its direct or indirect controller;
7. Shareholders whose voting rights are restricted or affected due to unfulfilled equity transfer agreements or other agreements with the counterparty or its affiliates;
8. Shareholders identified by China Securities Regulatory Commission, Shanghai Stock Exchange or the company that may cause the interests of the company to favor them.
Article 6 related party transactions between the company and related parties shall be concluded in writing. The conclusion of a related party transaction agreement shall follow the principles of equality, voluntariness, equivalence and compensation, and the contents of the agreement shall be clear and specific. The company shall disclose the conclusion, change, termination and performance of the agreement in accordance with the applicable laws, regulations and normative documents of the company.
Article 7 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. Related party transactions shall follow commercial principles, and the price of related party transactions shall not deviate from the price or charging standard of independent third parties in the market. Related party transactions submitted to the board of directors or the general meeting of shareholders for deliberation shall be accompanied by the basis of related party transactions and opinions on whether they are fair or not. The company shall fully disclose the pricing basis of related party transactions.
Article 8 the controlling shareholders and other related persons of the company shall strictly restrict the occupation of the company’s funds in the business capital transactions with the company. The controlling shareholders and other related persons shall not require the company to advance wages, benefits, insurance, advertising and other expenses, nor shall they bear costs and other expenses on behalf of each other.
Article 9 the company shall not directly or indirectly provide funds to controlling shareholders, actual controllers and other related parties in the following ways:
(I) advance wages, welfare, insurance, advertising and other expenses, bear costs and other expenses for the controlling shareholders, actual controllers and other related parties;
(II) lending the company’s funds (including entrusted loans) to the controlling shareholders, actual controllers and other related parties with compensation or free of charge, except for the funds provided by other shareholders of the company in the same proportion. The aforementioned “joint stock company” does not include companies controlled by controlling shareholders and actual controllers;
(III) entrust controlling shareholders, actual controllers and other related parties to carry out investment activities;
(IV) issue commercial acceptance bills without real transaction background for controlling shareholders, actual controllers and other related parties, and provide funds in the form of purchase payment, asset transfer payment, advance payment, etc. in the absence of commodity and labor consideration or obviously contrary to business logic;
(V) repay debts on behalf of controlling shareholders, actual controllers and other related parties;
(VI) other methods recognized by the CSRC.
Article 10 when considering related party transactions, the company shall know in detail the real situation of the transaction object and the integrity record, credit status and performance ability of the counterparty, carefully evaluate the necessity, rationality and impact of relevant transactions on the company, and determine the transaction price according to sufficient pricing basis. Focus on whether there are problems such as unclear ownership of the subject matter of the transaction, unclear performance ability of the counterparty and unfair transaction price, and hire an intermediary to audit or evaluate the subject matter of the transaction in accordance with the requirements of the stock listing rules.
The counterparty shall cooperate with the company to perform the corresponding review procedures and information disclosure obligations.
Article 11 the company shall timely fill in and update the list of the company’s affiliated persons and the information of affiliated relationships through the business management system of Shanghai Stock Exchange.
Article 12 Where the transactions disclosed by the company involve asset evaluation, the evaluation shall be disclosed in accordance with relevant regulations.
If the evaluated value of the transaction subject matter involved in the transaction submitted to the general meeting of shareholders for deliberation is larger than the increase or decrease of the book value, the company shall disclose in detail the reasons for the increase or decrease of the value and the calculation process of the evaluation results. The independent directors of the company shall express clear opinions on the selection and employment of the evaluation institution, the independence of the evaluation institution, the rationality of the evaluation hypothesis and the fairness of the evaluation conclusion.
Article 13 when a company and its affiliates jointly invest and increase or decrease capital to an enterprise jointly invested, the amount of investment, increase or decrease of capital of a listed company shall be taken as the calculation standard, and the relevant provisions of the stock listing rules shall apply.
Article 14 Where a company’s affiliated person unilaterally increases or reduces capital to an enterprise controlled or participated in by a listed company, which involves a waiver of rights, the relevant provisions on waiver of rights shall apply. If the waiver of rights is not involved, but may have a significant impact on the financial status and operating results of the listed company or lead to changes in the relationship between the company and the subject, the company shall disclose it in time.
Article 15 if the company and its affiliates increase their capital in cash with the same consideration and proportion to the affiliated joint investment enterprise controlled by the company, which meets the standard that should be submitted to the general meeting of shareholders for deliberation, they may be exempted from audit or evaluation in accordance with the relevant provisions of the stock listing rules.
Article 16 the company shall predict the daily connected transactions in accordance with the relevant provisions of the stock listing rules, and shall make predictions separately according to the counterparty and transaction type.
If the number of connected persons is large and it is difficult for the company to disclose all the information of connected persons, the disclosure can be simplified under the condition of fully explaining the reasons. If the transaction amount with a single legal entity is expected to meet the disclosure standards specified in the stock listing rules, the information of connected persons and the estimated transaction amount shall be listed separately, and other legal entities can combine the above information with the same control.
Article 17 the company estimates the daily connected transactions. When applying the provisions on the actual execution exceeding the estimated amount, the total amount of various connected transactions actually occurred between each connected person under the same control and the company is compared with the corresponding estimated total amount. The amount of connected transactions between different connected persons not under the same control and the company shall not be calculated jointly.
Article 18 Where a company entrusts a related party to sell various products and commodities produced or operated by the company, or is entrusted by a related party to sell various products and commodities produced or operated by it on its behalf, except in the case of buyout entrustment, the relevant provisions of the stock listing rules may be applied according to the principal-agent fee that should be paid or collected during the contract period.
Article 19 the authorities for the examination and approval of related party transactions of the company are divided as follows:
1. The related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan (except for the guarantee provided by the company) shall be considered and decided by the board of directors, and the related party transactions with a transaction amount of less than 300000 yuan shall be approved and decided by the general manager.
2. The related party transactions between the company and the related legal person 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 (except for the company’s guarantee, cash assets and debt relief of the company’s obligations) shall be considered and decided by the board of directors. The related party transactions that fail to meet this standard shall be approved and decided by the general manager.
3. The related party transactions between the company and related parties whose transaction amount accounts for more than 5% of the absolute value of the company’s latest audited net assets (except for the guarantee provided by the company, the cash assets donated by the company and the debt simply reduced or exempted from the company’s obligations) shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
4. Related party transactions in which the company provides guarantees for related parties, regardless of the amount, shall be reviewed and approved by the board of directors and submitted to the general meeting of shareholders for deliberation.
Article 20 when the company conducts related party transactions related to daily operation with related parties, it shall perform corresponding deliberation procedures in accordance with the following provisions:
1. For the daily connected transaction agreement that has been deliberated and approved by the general meeting of shareholders or the board of directors and is being implemented, if the main terms have not changed significantly during the implementation process, the company shall disclose the actual performance of the agreement as required in the annual report and interim report, and explain whether it complies with the provisions of the agreement; If the main terms of the agreement change significantly during the execution or the agreement needs to be renewed at the expiration of the agreement, the company shall submit the newly revised or renewed daily connected transaction agreement to the general meeting of shareholders or the board of directors for deliberation according to the total transaction amount involved in the agreement in accordance with Article 19 of the system. If there is no specific total transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation.
2. For the first daily connected transaction, the company shall conclude a written agreement with the connected persons and disclose it in time. According to the total transaction amount involved in the agreement, it shall be submitted to the general meeting of shareholders or the board of directors for deliberation in accordance with Article 19 of the system. If there is no specific total transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation. After the agreement is reviewed, approved and disclosed, the daily connected transactions conducted according to the agreement shall be handled in accordance with the provisions of the preceding paragraph.
3. If the company has a large number of new daily related party transactions every year and needs to frequently conclude new daily related party transaction agreements, etc., and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation in accordance with the provisions of the preceding paragraph, the company can reasonably predict the total amount of daily related party transactions that will occur in the current year by category before disclosing the report of the previous year, According to the expected results, the provisions of Article 19 shall apply and be submitted to the general meeting of shareholders or the board of directors for deliberation; For the daily connected transactions within the expected scope, the company shall summarize and disclose them in the annual report and interim report. If the actual implementation of the company exceeds the expected total amount, the company shall resubmit it to the general meeting of shareholders or the board of directors for deliberation and disclosure in accordance with the provisions of Article 19.
The “connected transactions related to daily operation” mentioned in the preceding paragraph refers to:
1. Purchase of raw materials, fuel and power;
2. Selling products and commodities;
3. Providing or receiving labor services;
4. Entrusted or entrusted sales;
5. Other activities related to the daily operation of the company.
Article 21 Where a company purchases or sells assets from related parties and meets the disclosure standards specified in the stock listing rules, and the subject matter of the related party transaction is the company’s equity, the company shall disclose the basic information of the subject company and the main financial indicators of the latest year.
If the target company has conducted asset evaluation, capital increase, capital reduction or restructuring within the last 12 months, it shall disclose the basic information of relevant evaluation, capital increase, capital reduction or restructuring.
Article 22 Where the company purchases assets from related parties, which must be submitted to the general meeting of shareholders for deliberation in accordance with the provisions, and the transaction price exceeds 100% of the book value of the transaction object,
