Beijing Quanshi World Online Network Information Co.Ltd(002995)
Related party transaction management system
April, 2002
catalogue
Chapter I General Provisions 2 Chapter II related relationships and related persons Chapter III related party transactions Chapter IV decision making procedures for related party transactions Chapter V Information Disclosure of related party transactions Chapter VI Supervision and management of related party transactions 9 Chapter VII Supplementary Provisions ten
Beijing Quanshi World Online Network Information Co.Ltd(002995)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to ensure that the related party transactions between Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as the company) and related parties comply with the principles of fairness, impartiality and openness. This system is formulated in accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and connected transactions, and the Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association").
Article 2 related party transactions of the company shall follow the following basic principles:
(I) principle of good faith.
(II) the principles of equality, voluntariness, equivalence and compensation.
(III) the principles of justice, fairness and openness.
(IV) in principle, the price of related party transactions shall not deviate from the standards of independent third parties in the market. For related party transactions that are difficult to compare market prices or whose pricing is limited, the standards related to costs and profits shall be clarified through contracts; The company shall fully disclose the pricing basis of related party transactions.
(V) directors, shareholders and parties who have any interest with related parties shall adopt the avoidance principle when voting on the matter.
Article 3 when the company and its subordinate holding subsidiaries have trading activities, the relevant responsible persons shall carefully judge whether they constitute related party transactions. If it constitutes a connected transaction, it shall perform the obligations of examination and approval and reporting within their respective authorities.
Article 4 shareholders, directors, supervisors and senior managers of the company shall not use their affiliated relations to damage the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation.
Chapter II related relationships and related persons
Article 5 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 6 a legal person or other organization under any of the following circumstances shall be an affiliated legal person of the company: (I) a legal person (or other organization) that directly or indirectly controls the company;
(II) 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;
(III) legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert;
(IV) 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.
Article 7 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 that 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 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) any other natural person, legal person (or other organization) identified by the CSRC, Shenzhen Stock Exchange or the company as having a special relationship with the company according to the principle of substance over form, which may or has caused the listed company to favor its interests, shall be the affiliated person of the listed company.
Article 8 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 6 or Article 7 of the system; (II) one of the circumstances specified in Article 6 or Article 7 of the system has occurred in the past 12 months.
Article 9 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.
Chapter III related party transactions
Article 10 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiaries and its related parties, including:
(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) assets leased in or leased out;
(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 cause the transfer of resources or obligations through agreement;
（19） Other transactions recognized by Shenzhen Stock Exchange.
Chapter IV decision making procedures for connected transactions
Article 11 related party transactions to be carried out by the company shall be proposed by the functional department of the company. The proposal shall specify the specific matters, pricing basis and impact on the interests of the company and shareholders.
Article 12 decision making authority of connected transactions
(I) general meeting of shareholders:
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 company's latest audited net assets, the related party transaction can be implemented only after the resolution of the company's board of directors and the approval of the general meeting of shareholders.
For connected transactions that meet the above criteria, if the subject matter of the transaction is the company's equity, the audited financial and accounting report of the subject asset in the latest year shall be disclosed. The audit opinion issued by the accounting firm shall be unqualified, and the audit base date shall not exceed six months from the date of the shareholders' meeting to consider relevant transactions.
If a transaction of the company meets the above criteria and the subject matter of the transaction is other assets other than the equity of the company, the evaluation report of the subject assets issued by the asset evaluation institution shall be disclosed. The benchmark date of the appraisal shall not be more than one year from the date of the general meeting of shareholders to consider relevant transactions.
In case of any of the following transactions between the company and related parties, the company may be exempted from audit or evaluation:
1. Daily connected transactions specified in items (12) to (16) of Article 10 of the system;
2. 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;
3. Other circumstances stipulated by the exchange.
(II) board of directors:
The board of directors of the company shall make a resolution to approve the transactions with affiliated legal persons (or other organizations) whose transaction amount exceeds 3 million yuan and accounts for more than 0.5% of the absolute value of the latest audited net assets of the listed company, or the transactions with affiliated natural persons whose transaction amount exceeds 300000 yuan.
(III) General Manager:
If the related party transaction proposed to be concluded by the company with related parties fails to meet the above standards / conditions, it shall be approved by the general manager of the company.
Article 13 when the company has transactions such as "providing financial assistance", "external guarantee" and "entrusted financial management", it shall take the amount as the calculation standard and calculate it cumulatively within 12 consecutive months according to the transaction type. Those who have fulfilled the relevant review obligations in accordance with the provisions of this article will not be included in the scope of cumulative calculation.
The relevant provisions of this system shall apply to the following connected transactions of the company within 12 consecutive months 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. Where the company provides guarantee and financial assistance to related parties, in addition to being deliberated and approved by more than half of all directors, it shall also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution, which shall be disclosed to the public in a timely manner.
Article 14 the company shall not review and make decisions on related party transactions under any of the following circumstances:
(I) the status of the subject matter of the transaction is unclear;
(II) the transaction price has not been determined;
(III) the situation of the counterparty is uncertain;
(IV) this transaction has caused or may cause the company to be occupied by the non operating funds of the controlling shareholders, actual controllers and their subsidiaries.
If this transaction may cause the listed company to be occupied by the controlling shareholders, actual controllers and their affiliated enterprises or provide guarantees for them, the company shall disclose the relevant information and solutions.
Article 15 Where the company directly or indirectly waives the right of preemptive purchase or subscribed capital contribution of the holding subsidiary jointly invested with related parties, resulting in changes in the scope of the consolidated statements, the provisions of Article 12 of this system shall apply based on the amount of abandonment and the relevant financial indicators of the subject.
Article 16 Where the company directly or indirectly waives the right of preemptive purchase or subscribed capital contribution of the holding subsidiary jointly invested with related parties, which does not lead to the change of the scope of the consolidated statements of the listed company, but the proportion of the subject's equity decreases compared with the right not waived, the provisions of Article 12 of this system shall be applied based on the amount of waiver and the relevant financial indicators calculated according to the proportion of equity change.
Article 17 Where the company directly or indirectly waives the preemptive purchase or subscribed capital contribution of the holding subsidiary jointly invested with related parties, the provisions of Article 12 of this system shall also apply based on the amount of abandonment, the relevant financial indicators of the subject or the relevant financial indicators calculated according to the proportion of changes in equity, as well as the actual amount of transfer or capital contribution.
Article 18 a written agreement shall be signed for the transactions between the company and its affiliates. The signing of the agreement shall follow the principles of equality, voluntariness, equivalence and compensation, and the content of the agreement shall be clear, specific and enforceable. The company shall disclose the conclusion, modification, termination and performance of the agreement in accordance with relevant regulations.
Article 19 when the board of directors of the company deliberates related party transactions, related directors may participate in the deliberation and discussion of related party matters and put forward their own opinions, but they 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. 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 of directors is less than three, the matter shall be submitted to the general meeting of shareholders of the company for deliberation.
Affiliated directors include directors under any of the following circumstances:
(I) counterparty;
(II) 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;
(III) having direct or indirect control over the counterparty;
(IV) close family members of the counterparty or its direct or indirect controllers (the specific scope shall be subject to the provisions of paragraph (IV) of Article 7 of this system);
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (the specific scope shall be subject to the provisions of paragraph (IV) of Article 7 of the system);
(VI) directors whose independent business judgment may be affected due to other reasons identified by the CSRC, Shenzhen Stock Exchange or the company.
Article 20 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall withdraw from voting and shall not exercise voting rights on behalf of other shareholders:
Affiliated shareholders include shareholders under any of the following circumstances:
(I) counterparty;
(II) having direct or indirect control over the counterparty;
(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 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 Shenzhen stock exchange that may cause the listed company to tilt its interests.
