Mengshi new energy technology (Henan) Co., Ltd
Related party transaction management system
Chapter I General Provisions
Article 1 in order to fully protect the legitimate rights and interests of Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as "the company") and all shareholders, ensure the fairness of the company's related party transactions, ensure that the company's related party transactions do not damage the interests of the company and all shareholders, control the risks of related party transactions, and make the company's related party transactions comply with the principles of fairness, fairness and openness, according to the company law of the people's Republic of China and other laws This system is formulated in accordance with the relevant provisions of laws and regulations, normative documents and the articles of association and in combination with the actual situation of the company.
Chapter II related party transactions and related parties
Article 2 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:
（1） Purchase or sale of assets;
（2） External investment (including entrusted financial management, investment in subsidiaries, investment in trading financial assets, available for sale financial assets, held to maturity investment, etc.);
（3） Provide financial assistance (including entrusted loans);
（4） Provide guarantee (including guarantee for holding subsidiaries);
（5） Leased in or leased out assets;
（6） Sign management contracts (including entrusted operation, entrusted operation, etc.);
（7） Donated or donated assets;
（8） Reorganization of creditor's rights or debts;
（9） Transfer or transfer of R & D projects;
（10） 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;
（15） Entrusted or entrusted sales;
（16） Deposit and loan business;
（17） Joint investment by related parties;
（18） Other matters that may lead to the transfer of resources or obligations through agreement.
Article 3 the affiliated persons referred to in this system include affiliated legal persons (or other organizations) and affiliated natural persons.
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:
（1） Legal persons or other organizations that directly or indirectly control 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 affiliated natural persons of the company listed in Article 5 of the system, or serve as directors (excluding independent directors of both parties) and senior managers;
（4） Legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert;
（5） Other legal persons or other organizations that have a special relationship with the company and may or have caused the company to favor its interests.
Article 5 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) listed in Item (1) of Article 4 of the system;
（4） Close family members of the persons mentioned in items (1) and (2) of this article, including spouses, parents, 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 who have special relationship with the company and may or have caused the company to favor its interests.
Article 6 a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
（1） According to relevant agreements, it will have one of the circumstances specified in Article 4 or Article 5 in the next 12 months;
（2） In the past 12 months, there have been any of the circumstances specified in Article 4 or Article 5.
Chapter III price determination and management of related party transactions
Article 7 pricing principles and methods of connected transactions:
（1） The pricing of related party transactions mainly follows the principle of market price. If there is no market price, it shall be priced according to cost plus; If there is neither market price nor cost plus pricing is applicable, it shall be priced according to the agreed price.
（2） The related parties shall determine the pricing method according to the specific conditions of the related party transaction and specify it in the relevant related party transaction agreement.
Article 8 price management of related party transactions
（1） The related parties shall calculate the transaction price according to the price and actual transaction quantity agreed in the related party transaction agreement, and pay according to the payment method and time agreed in the agreement;
（2） 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, do a good job in preventive monitoring, and report the changes to the general manager of the company and the board of directors for the record;
（3） If an independent director has doubts about the price change of related party transactions, he may hire an intermediary to give opinions on the fairness of the price change of related party transactions.
Chapter IV deliberation procedures and disclosure of connected transactions
Section 1 affiliated directors and affiliated shareholders who abstain from voting
Article 9 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. When the number of non affiliated directors attending the board of directors is less than three, the company shall submit the transaction to the general meeting of shareholders for deliberation.
The affiliated directors mentioned in the preceding paragraph include the following directors or directors under any of the following circumstances:
（1） Counterparty;
（2） 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;
（3） Having direct or indirect control over the counterparty;
（4） Close family members of the counterparty or its direct or indirect controller (see item [4] of Article 5 for the specific scope);
（5） Close family members of the directors, supervisors or senior managers of the counterparty or its direct or indirect controllers (see item [4] of Article 5 for the specific scope);
（6） Directors whose independent business judgment may be affected due to other reasons recognized by the CSRC, Shenzhen Stock Exchange or the company.
Article 10 when the general meeting of shareholders of the company deliberates on related party transactions, related shareholders shall withdraw from voting.
The affiliated shareholders mentioned in the preceding paragraph include the following shareholders or shareholders under any of the following circumstances:
（1） Counterparty;
（2） Having direct or indirect control over the counterparty;
（3） Directly or indirectly controlled by the other party;
（4） Directly or indirectly controlled by the same legal person (or other organization) or natural person as the counterparty;
（5） Working in the counterparty, or in the legal entity (or other organization) that can directly or indirectly control the counterparty, or in the legal entity (or other organization) directly or indirectly controlled by the counterparty (applicable to those whose shareholders are natural persons);
（6） Close family members of the counterparty and its direct and indirect controllers;
（7） The voting right is restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
（8） Other shareholders identified by China Securities Regulatory Commission or Shenzhen stock exchange that may cause the company to favor its interests. Section II Implementation authority of related party transactions
Article 11 connected transactions that the chairman of the board has the right to judge and implement refer to:
（1） Related party transactions with related natural persons with an amount of less than 300000 yuan (except for cash gifts and guarantees provided by the company);
（2） Related party transactions with related legal persons with an amount of less than 3 million yuan or accounting for less than 0.5% of the absolute value of the company's latest audited net assets (except for cash gifts and guarantees provided by the company).
Article 12 connected transactions that the board of directors has the right to judge and implement refer to:
（1） Transactions between the company and related parties (except for cash gifts and guarantees provided by the company) with an amount of less than 30 million yuan, or related party transactions accounting for less than 5% of the absolute value of the company's latest audited net assets;
（2） Although it is a connected transaction that the chairman has the right to decide, but the board of directors, independent directors or the board of supervisors think it should be submitted to the board of directors for review;
（3） The board of directors is specially authorized by the general meeting of shareholders to judge the connected transactions. When the general meeting of shareholders causes abnormal operation due to special matters, and based on the overall interests of the company, the board of directors can make judgment and implement the transaction;
（4） Non consideration related party transactions that have a significant impact on the company.
Article 13 related party transactions to be implemented after being deliberated and approved by the general meeting of shareholders:
（1） Transactions between the company and related parties (except those with cash gifts 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 shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors of the company;
（2） Although it is a connected transaction that the chairman and the board of directors have the right to judge, but the independent directors or the board of supervisors believe that it should be submitted to the general meeting of shareholders for voting;
（3） Related party transactions decided and implemented by the board of directors, but the board of Directors believes that they should be submitted to the general meeting of shareholders for voting, or the board of directors cannot operate normally due to special matters, the related party transactions shall be reviewed and voted by the general meeting of shareholders;
（4） Connected transactions that may have a significant impact on the company;
（5） Any 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.
Where the company provides guarantee for shareholders holding less than 5% of the shares, the provisions of the preceding paragraph shall apply, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders.
For related party transactions in Item (1) of this article, an intermediary institution with the qualification to engage in Securities and futures related business shall be hired to evaluate or audit the subject matter of the transaction.
Article 14 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:
（1） Transactions with the same related party;
（2） 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.
Article 15 when the company conducts related party transactions related to daily operation listed in items (2) to (5) of Article 2 with related parties, it shall perform corresponding deliberation procedures in accordance with the following provisions:
（1） For the daily connected transactions that occur for the first time, the company shall conclude a written agreement with the connected persons, and submit them to the board of directors or the general meeting of shareholders for deliberation according to the transaction amount involved in the agreement in accordance with the provisions of articles 12 and 13 respectively; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation.
（2） For the daily connected transaction agreement that has been deliberated and approved by the board of directors or the general meeting of shareholders and is being implemented, if the main terms of the agreement change significantly during the implementation process or need to be renewed at the expiration of the agreement, the company shall submit the newly revised or renewed daily connected transaction agreement to the board of directors or the general meeting of shareholders for deliberation according to the transaction amount involved in the agreement; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation. （3） 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 (1) of this article due to the need to frequently enter into new daily connected transaction agreements, the company can reasonably predict the total amount of daily connected transactions that will occur in the current year before making the previous annual report, and the estimated amount shall be applied to Article 12 and Article 12 respectively The provisions of Article 13 shall be submitted to the board of directors or the general meeting of shareholders for deliberation. 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 according to the provisions of articles 12 and 13 respectively.
The daily related party transaction agreement shall at least include the transaction price, pricing principle and basis, total transaction volume or its determination method, payment method and other main terms.
Section III deliberation procedures for connected transactions
Article 16 the company shall determine the list of related parties of the company in accordance with the provisions of this system and update it in time to ensure that the list of related parties is true, accurate and complete.
When the company and its subordinate holding subsidiaries have transaction activities, the relevant responsible person shall carefully consult the list of related parties and carefully judge whether it constitutes 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 17 the deliberation of related party transactions that the chairman of the board of directors has the right to judge and implement shall be carried out in accordance with the articles of association and other provisions.
Article 18 the board of directors shall make a reasonable judgment and make a resolution on whether it is a connected transaction in accordance with the convening and convening procedures of the board of directors' meeting; If the provisions of Article 13 of this system are met, a resolution submitted to the general meeting of shareholders for deliberation shall be made, and the notice of the general meeting of shareholders shall be determined in the resolution. The notice shall clearly state the content, nature and connection of related transactions.
Article 19 the voting of the board of directors on related party transactions shall ensure that independent directors participate in and express fair opinions. The board of directors, independent directors or supervisors can hire lawyers and certified public accountants to provide professional opinions when they think it appropriate, and the hiring expenses shall be borne by the company.
Article 20 related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for discussion after being approved by independent directors.
