Linewell Software Co.Ltd(603636)
Related party transaction system
Adopted at the founding meeting and the first general meeting of shareholders on February 18, 2011
Revised for the first time at the 2014 annual general meeting on June 29, 2015
May 18, 2022 second revision of 2021 annual general meeting of shareholders
Quanzhou, China
May, 2002
catalogue
Chapter I General Provisions Chapter II identification of related parties and related transactions Chapter III Reporting of related parties Chapter III disclosure and decision-making procedures of connected transactions Chapter V pricing of related party transactions Chapter VI capital transactions with controlling shareholders and other related parties Chapter VII contents to be disclosed by connected persons and connected transactions Chapter VIII special provisions on daily disclosure and decision-making procedures of connected transactions Chapter IX special provisions on premium purchase of related party assets Chapter X disclosure of connected transactions and exemption from decision-making procedures 13 Chapter XI Supplementary Provisions fourteen
Linewell Software Co.Ltd(603636)
Related party transaction system
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Linewell Software Co.Ltd(603636) (hereinafter referred to as “the company”), ensure the legitimacy, fairness and rationality of the related party transactions between the company and its related parties, and fully protect the legitimate rights and interests of shareholders (especially minority shareholders) and the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the standards for the governance of listed companies This system is formulated in accordance with the provisions of laws, administrative regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, as well as the Linewell Software Co.Ltd(603636) articles of Association (hereinafter referred to as the articles of Association).
Article 2 the company’s connected transactions shall be priced fairly, the decision-making procedures shall comply with the regulations and the information disclosure shall be standardized. The company shall actively reduce related party transactions through asset restructuring and overall listing.
Article 3 the company shall follow and implement the following principles when confirming and handling the related relationships and related transactions between related parties:
(I) try to avoid or reduce related party transactions with related parties;
(II) the price of connected transactions shall be determined by written agreement in accordance with the principles of fairness, impartiality, openness and compensation for equal value;
(III) for the related party transactions that must occur, the relevant provisions on information disclosure shall be earnestly implemented;
(IV) the principle of avoidance of voting by affiliated directors and affiliated shareholders;
(V) the board of directors shall judge whether the related party transaction is beneficial to the company according to objective standards, and employ independent financial consultants or professional evaluation institutions to express opinions and reports when necessary.
Article 4 when dealing with connected transactions with connected persons, the company shall not damage the legitimate rights and interests of all shareholders, especially minority shareholders.
Article 5 the disclosure of related parties and related party transactions in the non-financial report part of the company’s interim report and periodic report shall comply with the provisions of the stock listing rules of Shanghai Stock Exchange and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 “contents and forms of annual report”.
The disclosure of related parties and related transactions in the financial report part of the periodic report shall comply with the provisions of the accounting standards for Business Enterprises No. 36 – disclosure of related parties.
Chapter II identification of related parties and related transactions
Article 6 affiliated persons include affiliated legal persons and affiliated natural persons.
Article 7 a legal person or other organization under any of the following circumstances shall be an affiliated legal person of the company:
(I) legal persons or other organizations that directly or indirectly control the company;
(II) legal persons or other organizations other than the company and its holding subsidiaries directly or indirectly controlled by item (I) above;
(III) other than the directors of the company or its subsidiaries directly or indirectly controlled by the natural person or its affiliates listed in Article 9;
(IV) legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert;
(V) the CSRC, the 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 company’s interests, including legal persons or other organizations holding more than 10% of the shares of the holding subsidiary that has an important impact on the company.
Article 8 if the company and the entity listed in Item (II) of the preceding article are controlled by the same state-owned assets management institution, it will not form an associated relationship, except that the legal representative, general manager or more than half of the directors of the entity concurrently serve as the directors, supervisors or senior managers of the company.
Article 9 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 affiliated legal persons listed in Item (I) of Article 7 of the system; (IV) close family members of the persons mentioned in items (I) and (II) of this article;
(V) other natural persons identified by the CSRC, the stock exchange or the company according to the principle of substance over form that have a special relationship with the company and may lead to the company’s preference for its interests, including natural persons holding more than 10% of the shares of the holding subsidiary that has an important impact on the company.
Article 10 a legal person, other organization or natural person under any of the following circumstances shall be regarded as an affiliate of the company:
(I) according to the agreement or arrangement signed with the company or its affiliates, after the agreement or arrangement takes effect or within the next 12 months, it will have one of the circumstances specified in Article 7 or Article 9 of the system; (II) one of the circumstances specified in Article 7 or Article 9 of the system has occurred in the past 12 months. Article 11 related party transactions refer to the events that may lead 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, entrusted loans, etc.);
(III) providing financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(IV) providing 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 and debts;
(IX) sign a license agreement;
(x) transfer or transfer of research and development projects;
（11） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（11） Purchase of raw materials, fuel and power;
（12） Selling products and commodities;
（13） Providing or receiving labor services;
（14） Entrusted or entrusted sales;
（15） Deposit and loan business;
（16） Joint investment with related parties;
（17） Other matters identified by the stock exchange according to the principle of substance over form that may lead to the transfer of resources or obligations through agreement, including providing financial assistance and guarantee greater than its equity proportion or investment proportion to the company jointly invested with related parties, and waiving the same proportion of capital increase or preferential transfer right to the company jointly invested with related parties.
Chapter III Reporting of related parties
Article 12 the company’s directors, supervisors, senior managers, shareholders holding more than 5% shares and their persons acting in concert and actual controllers shall timely inform the company of their relationship with the company, and the company shall report to the stock exchange for the record.
Article 13 the audit committee of the company shall confirm the list of related persons of the company and report to the board of directors and the board of supervisors in a timely manner.
Article 14 the company shall timely fill in or update the list of the company’s related persons and the information of related relationships online through the “special area for listed companies” on the website of the stock exchange.
Article 15 the information declared by the company’s affiliated natural persons includes:
(I) name and ID number;
(II) description of the relationship with the company.
The information declared by the company’s affiliated legal person includes:
(I) name and organization code of legal person;
(II) description of the relationship with the company.
Article 16 the company shall disclose the relationship between related parties and the company layer by layer, stating:
(I) full name and organization code of the controlling party or share holder (if any);
(II) full name and organization code of the controlled party or the invested party (if any);
(III) the proportion of the total share capital of the controlled party or the invested party held by the controller or the investor, etc.
Chapter IV disclosure and decision-making procedures of connected transactions
Article 17 connected transactions with connected natural persons (except guarantees provided by the company)
(I) related party transactions with a transaction amount (including debts and expenses) of less than 300000 yuan (unit: RMB, the same below) between the company and related natural persons shall be implemented with the approval of the general manager. (II) related party transactions with a transaction amount (including debts and expenses) of more than 300000 yuan between the company and related natural persons shall be submitted to the board of directors for deliberation and disclosed in a timely manner.
The company shall not directly or indirectly provide loans to directors, supervisors and senior managers.
Article 18 related party transactions with related legal persons (except guarantees provided by the company)
(I) related party transactions with the amount of transactions (including debts and expenses) to be incurred between the company and related legal persons less than 3 million yuan or less than 0.5% of the absolute value of the company’s latest audited net assets shall be implemented with the approval of the general manager.
(II) the related party transactions with the amount of transactions (including debts and expenses) to be incurred between the company and related legal persons 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 shall be submitted to the board of directors for deliberation and disclosed in a timely manner.
Article 19 major related party transactions between the company and related persons (including related legal persons and related natural persons) (except for the guarantee provided by the listed company, the cash assets donated by the listed company and the debt simply reduced or exempted from the obligations of the listed 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, An accounting firm or asset evaluation firm that meets the requirements of the Securities Law shall be employed to audit or evaluate the subject matter of the transaction, and the transaction shall be submitted to the board of directors and the general meeting of shareholders for deliberation.
The transaction targets involved in the affiliated transactions related to the daily operation may not be audited or evaluated. Article 20 no matter the amount of guarantee provided by the company for related persons, 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 a resolution shall be made, and submitted to the general meeting of shareholders for deliberation.
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.
Article 21 Where a company and its affiliates jointly contribute to the establishment of a company, the amount of capital contribution of the company shall be taken as the transaction amount, and the provisions of Articles 17, 18 and 19 shall apply.
When the capital contribution of the company reaches the deliberation standard of the general meeting of shareholders, if all capital contributors contribute in cash and the equity ratio of each party in the established company is determined according to the proportion of capital contribution, it may be exempted from audit or evaluation in accordance with the relevant provisions of the stock listing rules.
Article 22 Where the company intends to give up the right of capital increase or preemptive transfer in the same proportion to the company jointly invested with related parties, the provisions of Articles 17, 18 and 19 shall apply based on the amount given up and the relevant financial indicators calculated according to the proportion of changes in equity.
If the company’s waiver of the right to increase capital or the right of preemptive transfer will lead to changes in the scope of the company’s consolidated statements, the relevant financial indicators of the entity shall be based on the amount of waiver, and the provisions of Articles 17, 18 and 19 shall apply.
Article 23 Where the company conducts related party transactions such as “providing financial assistance” and “entrusted financial management”, the amount incurred shall be taken as the transaction amount, which shall be calculated cumulatively within 12 consecutive months according to the transaction type, and the provisions of Articles 17, 18 and 19 shall apply.
Article 24 Where the company conducts the following connected transactions, the amount of connected transactions shall be calculated in accordance with the principle of cumulative calculation within 12 consecutive months, and the provisions of Articles 17, 18 and 19 shall apply respectively:
(I) transactions with the same related party;
(II) transactions related to the same type of transaction object with different related parties.
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.
If the decision-making procedures of the general meeting of shareholders have been performed in accordance with the cumulative calculation principle, it will not be included in the relevant cumulative calculation scope.
Article 25 Where the company intends to have a major connected transaction with a connected person, it shall submit it to the board of directors for deliberation after the independent director has issued a prior approval opinion. Before making a judgment, independent directors may hire an independent financial consultant to issue a report as the basis for their judgment.
The audit committee of the company shall review the related party transactions at the same time, form written opinions, submit them to the board of directors for deliberation and report to the board of supervisors. The audit committee may employ an independent financial consultant to issue a report as the basis for its judgment.
Article 26 when the board of directors of the company deliberates on 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 review
