Henan Zhongyuan Expressway Company Limited(600020)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to regulate the related party transactions of Henan Zhongyuan Expressway Company Limited(600020) (hereinafter referred to as “the company” and “the company”) and protect the legitimate rights and interests of the company and all shareholders, in accordance with the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as “the stock listing rules”), the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions and other laws and regulations The system is hereby formulated in accordance with the regulations, normative documents and Henan Zhongyuan Expressway Company Limited(600020) articles of Association (hereinafter referred to as the “articles of association”) and the actual situation of the company.
Article 2 the audit committee under the board of directors of the company is responsible for the control and daily management of the company’s connected transactions, including:
(I) review and confirm the list of connected persons of the company and report to the board of directors and the board of supervisors in a timely manner;
(II) review the related party transactions to be considered by the company, form written opinions, submit them to the board of directors for deliberation and report to the board of supervisors;
(III) supervise and inspect the execution of related party transactions of the company.
Article 3 the related party transactions of the company shall follow the following basic principles:
(I) fair pricing, compliance with decision-making procedures and standardization of information disclosure;
(II) the principles of fairness, impartiality, openness and good faith shall not damage the legitimate rights and interests of the company, all shareholders, especially small and medium-sized shareholders;
(III) the principle of avoidance of voting by affiliated shareholders and affiliated directors;
(IV) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective standards, and shall employ professional appraisers and independent financial consultants when necessary.
Chapter II identification and filing of related parties
Section 1 Identification of related parties
Article 4 the affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 5 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 and other entities controlled by the legal persons or other organizations mentioned in Item (I) above, which are directly or indirectly controlled;
(III) legal persons or other organizations other than the company, its holding subsidiaries and other entities controlled by the company listed in Article 7, which are directly or indirectly controlled by the related natural persons, or where the related natural persons act as directors (excluding independent directors of both parties) and senior managers;
(IV) legal persons or other organizations holding more than 5% of the company’s shares and persons acting in concert;
(V) China Securities Regulatory Commission, Shanghai Stock Exchange or other legal persons or other organizations recognized by the company according to the principle of substance over form as having special relationship with the company, which may lead to the preference of the company’s interests.
Article 6 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 association relationship, except that the legal representative, chairman, 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 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 affiliated legal persons listed in Item (I) of Article 5;
(IV) close family members of the persons mentioned in items (I) and (II) of this article, including spouses, children over the age of 18 and their spouses, parents and parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children’s spouses;
(V) the CSRC, Shanghai Stock Exchange or other natural persons identified by 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 company’s interests.
Article 8 within the past 12 months or within 12 months after the entry into force of relevant agreements or arrangements, a legal person or other organization or natural person under one of the circumstances mentioned in Articles 5 and 7 shall be the affiliated person of the company. Section 2 reporting of related parties
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.
Article 10 related natural persons shall timely report to the company the names, ID card numbers and other related person information of themselves and their close family members, and shall timely notify the company of any change in information. The affiliated legal person shall report the name of the legal person, organization code and other related person information to the company, and timely notify the company of any change in the information. The company shall timely fill in and update the list of the company’s related persons and the information of related relationships through the business management system of Shanghai Stock Exchange.
Chapter III identification and classification of related party transactions
Article 11 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiaries and other entities controlled by the company and its related parties. include:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(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 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.);
（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 lead to the transfer of resources or obligations through agreement;
（19） Other transactions recognized by Shanghai Stock Exchange.
Chapter IV amount of connected transactions
Article 12 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 and 18 shall apply.
Article 13 Where a company’s waiver of rights leads to connected transactions with its connected persons, the provisions of Articles 17 and 18 of this system shall apply in accordance with the standard of article 6.1.14 of the stock listing rules.
Article 14 Where the relevant arrangements for transactions between the company and related parties involve conditional amounts such as consideration that may be paid or received in the future, the expected maximum amount shall be the transaction amount, and the provisions of Articles 17 and 18 of this system shall apply.
Article 15 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 17 and 18 respectively according to the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions related to the subscript of the same transaction category 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.
According to the provisions of this article, if the cumulative calculation for 12 consecutive months meets the disclosure standard or the deliberation standard of the general meeting of shareholders, the provisions of article 6.1.16 of the stock listing rules shall apply.
Article 16 if it is difficult for the company and its affiliates to perform the review procedures and disclosure obligations for each investment transaction due to transaction frequency and timeliness requirements, the company can reasonably predict the investment scope, investment amount and period, take the amount as the calculation standard, and apply the provisions of Articles 17 and 18 of this system.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment limit.
Chapter V deliberation and disclosure of connected transactions
Section I decision-making authority
Article 17 in addition to the provisions of Article 23 of the system, if the transaction between the company and related parties meets one of the following standards, it shall be disclosed in time after being deliberated and approved by the board of directors:
(I) related party transactions with a transaction amount (including debts and expenses) of more than 300000 yuan between the company and related natural persons;
(II) related party transactions with the amount of transactions (including debts and expenses) to be incurred between the company and related legal persons (or other organizations) 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.
Article 18 in addition to the provisions of Article 23 of the system, if the transaction amount (including debts and expenses undertaken) between the company and related parties is more than 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net assets of the company, the audit report or evaluation report shall be disclosed in the following ways, and the transaction shall be submitted to the general meeting of shareholders for deliberation:
(I) if the subject matter of the transaction is the equity of the company, it shall disclose the latest financial and accounting report of the subject asset audited by an accounting firm. The audit opinion issued by the accounting firm shall be standard and unqualified, and the audit deadline shall not exceed 6 months from the date of the shareholders’ meeting to consider relevant transactions.
(II) if the subject matter of the transaction is other assets other than the equity of the company, the appraisal report of the subject assets issued by the asset appraisal 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.
The daily connected transactions specified in Article 38 of the system may not be audited or evaluated.
Article 19 the company and its affiliates jointly contribute to the establishment of the company, and the amount of capital contribution of the company reaches the standard specified in paragraph 1 of Article 18. If all capital contributors contribute in cash and the equity proportion of each party in the established company is determined according to the proportion of capital contribution, the applicable provisions on submission to the general meeting of shareholders for deliberation may be exempted.
If the company’s related party transactions fail to meet the standards specified in paragraph 1 of Article 18, but the CSRC and Shanghai Stock Exchange require in accordance with the principle of prudence, or the company voluntarily submits them to the general meeting of shareholders for deliberation in accordance with its articles of association or other provisions, it shall perform the deliberation procedures and disclosure obligations in accordance with Article 18, and apply the requirements of audit or evaluation.
Article 20 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 deliberation.
The above-mentioned affiliated directors include the following directors or directors under any of the following circumstances:
(I) is the counterparty;
(II) having direct or indirect control over 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 controller;
(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 determined by the CSRC, Shanghai Stock Exchange or the company based on the principle of substance over form.
Article 21 when the general meeting of shareholders of the company deliberates on related party transactions, related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders.
The above-mentioned affiliated shareholders include the following shareholders or shareholders under any of the following circumstances:
(I) is the 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 directly or indirectly controlled by the counterparty;
(VI) close family members of the counterparty or its direct or indirect controller;
(VII) shareholders whose voting rights are restricted and affected due to unfulfilled equity transfer agreements or other agreements with the counterparty or its affiliates;
(VIII) shareholders identified by China Securities Regulatory Commission or Shanghai stock exchange that may cause the interests of the company to favor them.
Article 22 the company shall not provide financial assistance to the related persons specified in Articles 5 and 7 of the system, except to the related joint-stock company not controlled by the controlling shareholder and actual controller of the company, and other shareholders of the joint-stock company shall provide financial assistance with the same conditions according to the proportion of capital contribution.
Where 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.
Article 23 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 a transaction or connected transaction, while implementing the transaction or connected transaction, the company shall perform corresponding review procedures and information disclosure obligations on the existing connected guarantee. 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 24 the board of supervisors of the company shall supervise the deliberation, voting, disclosure and performance of related party transactions and express its opinions in the annual report.
Article 25 the company shall, in accordance with the relevant provisions
