Related party transaction system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Gosun Holdings Co.Ltd(000971) (hereinafter referred to as the “company”), effectively control the transaction risks and protect the legitimate rights and interests of the company and shareholders, this system is formulated in accordance with the company law, the articles of association, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) and other relevant laws and regulations.
Article 2 the internal control of the company’s connected transactions shall follow the following principles:
(I) the principles of good faith, equality, voluntariness, fairness, openness and fairness;
(II) shall not harm the interests of the company and other shareholders;
(III) affiliated shareholders should avoid 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, and employ professional appraisers or financial consultants when necessary.
Article 3 this system is applicable to the company and its subsidiaries.
Subsidiaries refer to wholly-owned subsidiaries, holding subsidiaries and equity investment enterprises that have not reached the controlling position but have actual control within the scope of the consolidated statements of listed companies.
Chapter II related persons and related relationships
Article 4 the affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
(I) a legal person or other organization under any of the following circumstances is an affiliated legal person (or other organization) of the company:
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 company’s affiliated natural persons, or serve as directors (excluding independent directors of both parties) and senior managers.
(II) 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 management 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 1 and 2 of this article (II);
The legal person (or other organization) or natural person who has one of the situations mentioned in items (I) and (II) of this article in the past 12 months or in the next 12 months according to relevant agreements shall be the affiliated person of the company.
The natural persons, legal persons (or other organizations) identified by the CSRC, Shenzhen Stock Exchange or the company according to the principle of substance over form as having a special relationship with the company, which may or has caused the company to favor its interests, are the related persons of the company.
Chapter III related party transactions
Article 5 related party transactions of the company refer to matters between the company or its subsidiaries and its related parties, 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) leased in or leased out assets;
(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.
Chapter IV deliberation procedures of connected transactions
Article 6 the following connected transactions shall be deliberated and decided by the board of directors of the company:
(I) related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons;
(II) 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.
When the connected transactions mentioned in this article are submitted to the board of directors for deliberation, the independent directors shall express independent opinions. Independent directors may employ intermediaries to issue special reports before making prior recognition and expressing independent opinions.
Article 7 the following related party transactions shall also be reported to the general meeting of shareholders for deliberation and decision after being deliberated and approved by the board of directors of the company: (I) related party transactions between the company and related parties (except for cash assets and guarantees provided by the company) with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets; (II) the guarantee provided by the company for 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;
(III) related party transactions with less than 3 unrelated directors attending the board of directors.
Article 8 the following connected transactions of the company within 12 consecutive months shall be timely submitted to the board of directors or the general meeting of shareholders for deliberation in accordance with the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions with different connected persons related to the same transaction object.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person. Those who have fulfilled the relevant obligations such as deliberation or disclosure of the general meeting of shareholders in accordance with the provisions of this system will not be included in the relevant cumulative calculation scope.
Article 9 Where the company provides guarantee for related parties, in addition to being deliberated and approved by more than half of all non related directors, it 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 make a resolution, which shall be 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.
Article 10 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 meeting is less than three, the company shall submit the transaction to the general meeting of shareholders for deliberation.
Affiliated directors include directors under any of the following circumstances:
(I) is the counterparty;
(II) being the direct or indirect controller of the counterparty;
(III) 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;
(IV) close family members of the counterparty or its direct or indirect controllers;
(V) close family members of directors, supervisors or senior managers of the counterparty or its direct or indirect controllers;
(VI) directors whose independent business judgment may be affected as determined by the CSRC, Shenzhen Stock Exchange or the company for other reasons.
Article 11 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 listed 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 and belonging to the company specified in Article 4 of this system.
Article 12 when the company’s general meeting of shareholders deliberates on related party transactions, related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders, and the number of voting shares represented by them shall not be included in the total number of voting shares; The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders.
The affiliated shareholders mentioned in the preceding paragraph include shareholders under any of the following circumstances:
(I) counterparty;
(II) the other party has direct or indirect control of the transaction;
(III) directly or indirectly controlled by the counterparty;
(IV) directly or indirectly controlled by the same legal person (or other organization) or natural person as the counterparty;
(V) 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) that is directly or indirectly controlled by the counterparty; (VI) close family members of the counterparty and its direct and indirect controllers;
(VII) the voting rights are restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
(VIII) shareholders identified by the CSRC or the bourse that may cause the listed company to favor its interests. Article 13 when considering related party transactions, the company shall review the following matters:
(I) it is necessary to provide the real situation of the transaction object, including the operation status, profitability, whether there are rights defects such as mortgage and freezing, and legal disputes such as litigation and arbitration;
(II) it is necessary to provide the integrity record, credit status, performance ability and other information of the counterparty, and carefully select the counterparty;
(III) determine the transaction price according to sufficient pricing basis;
(IV) when the Company deems it necessary, it shall employ an intermediary institution to audit or evaluate the subject matter of the transaction; 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.
Article 14 a written agreement shall be signed for the transaction between the company and its affiliates to clarify the rights, obligations and legal responsibilities of both parties.
Chapter V disclosure of connected transactions
Article 15 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) transactions with affiliated legal persons (or other organizations) with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the latest audited net assets of the listed company.
Article 16 Where 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 listed company, in addition to timely disclosure, it shall also hire an intermediary institution qualified to engage in Securities and futures related business to evaluate or audit the subject matter of the transaction, and submit the transaction to the general meeting of shareholders for deliberation. 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.
Article 17 when disclosing related party transactions, the company shall submit the following documents to Shenzhen Stock Exchange:
(I) announcement manuscript;
(II) agreement or letter of intent related to the transaction;
(III) resolutions of the board of directors and opinions of independent directors (if applicable);
(IV) government approvals involved in the transaction (if applicable);
(V) professional reports issued by intermediaries (if applicable);
(VI) written documents of prior approval of the transaction by independent directors;
(VII) other documents required by Shenzhen Stock Exchange.
Article 18 the company shall disclose the relevant contents of related party transactions according to the types of related party transactions, including the counterparty, the subject matter of the transaction, the description of the related relationship between the parties and the basic information of the related parties, the main contents of the transaction agreement, the transaction pricing and basis, the approval documents of relevant departments (if any), the opinions of intermediaries (if applicable), etc.
Article 19 the following transactions between the company and related parties shall fulfill the obligation of information disclosure and review procedures of related party transactions in accordance with the stock listing rules, and may apply to Shenzhen stock exchange for exemption and submit it to the general meeting of shareholders for review:
(I) public bidding, public auction or listing for unspecified objects (excluding restricted methods such as bidding invitation), except for those that are difficult to form a fair price;
(II) transactions in which the company unilaterally obtains benefits without paying consideration and without any obligations, including receiving cash assets, obtaining debt relief, etc;
(III) the pricing of related party transactions shall be stipulated by the state;
(IV) related parties provide funds to the company at an interest rate not higher than the quoted interest rate in the loan market, and the company has no corresponding guarantee.
Article 20 the following transactions between the company and related parties may be exempted from performing the relevant obligations in accordance with this section, but the relevant obligations shall still be performed under the circumstances of the disclosure obligations and review procedures specified in Section 1 of Chapter VI of the stock listing rules:
(I) one party subscribes for shares and their derivatives, corporate bonds or corporate bonds publicly issued by the other party in cash, except that the issuing object determined in advance includes affiliates;;
(II) one party acts as a member of the underwriting syndicate to underwrite the shares and their derivatives, corporate bonds or corporate bonds publicly issued by the other party;
(III) one party receives dividends, bonuses or remuneration in accordance with the resolutions of the general meeting of shareholders of the other party;
(4) the products and services provided by non related parties to the company shall be subject to the same conditions as those provided in points 2 to 4 of Article 4;
(V) other circumstances recognized by Shenzhen Stock Exchange.
