Baolingbao Biology Co.Ltd(002286)
Administrative measures for related party transactions
Chapter I General Provisions
Article 1 in order to further regulate the related party transactions of Baolingbao Biology Co.Ltd(002286) (hereinafter referred to as “the company”) and ensure that the related party transactions of the company do not damage the legitimate rights and interests of the company and non related shareholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations These measures are formulated in accordance with the normative documents, the relevant provisions of Shenzhen Stock Exchange and the provisions of Baolingbao Biology Co.Ltd(002286) articles of Association (hereinafter referred to as the articles of association) and in combination with the actual situation of the company.
Article 2 related party transactions of the company shall follow the principles of good faith, equality, voluntariness, fairness, openness and fairness, and shall not harm the interests of the company and non related shareholders.
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 related party transactions between the company and related parties shall be subject to written contracts or agreements, and follow the principles of equality, voluntariness and compensation for equal value. The contents of the contracts or agreements shall be clear and specific.
Article 5 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, related parties and related transactions
Article 6 affiliated relationship refers to the relationship between the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the interests of the company.
Article 7 substantive judgment shall be made on the related relationship from the specific ways, ways and extent of the related parties’ control or influence on the company.
Article 8 affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
Article 9 a legal person under any of the following circumstances is an affiliated legal person (or other organization) 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) 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 10, or serve as directors (excluding independent directors of both parties) and senior managers;
(IV) legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert;
(V) other legal persons (or other organizations) identified by the CSRC, Shenzhen Stock Exchange or the company according to the principle of substance over form and having special relationship with the company, which may cause the company to favor its interests. Article 10 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) listed in Item (I) of Article 9;
(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) other natural persons identified by China Securities Regulatory Commission, Shenzhen Stock Exchange or the company as having special relationship with the company according to the principle of substance over form, which may cause the company to favor its interests.
Article 11 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 9 or Article 10;
(II) one of the circumstances specified in Article 9 or Article 10 has occurred in the past 12 months.
Article 12 the related party transactions mentioned in these Measures refer to the transfer of resources or obligations between the company or its holding subsidiaries and its related parties, including but not limited to the following matters:
(I) purchase or sell raw materials, fuels and power;
(II) purchasing or selling products and commodities;
(III) providing or receiving labor services;
(IV) entrusted or entrusted purchase and sale;
(V) agency;
(VI) leasing;
(VII) provide financial assistance;
(VIII) providing guarantee;
(IX) sign management contracts (including entrusted operation and entrusted operation);
(x) transfer of research and development projects;
（11） Sign the license agreement;
（12） Gift;
（13） Debt restructuring;
（14） Joint investment with related parties;
（15） Purchase or sale of assets;
（16） Leased in or leased out assets;
（17） Other matters considered by Shenzhen Stock Exchange to be related party transactions.
Article 13 related party transactions of the company must follow the following basic principles:
(I) conform to the principle of good faith;
(II) the principle of not damaging the legitimate rights and interests of the company and non affiliated shareholders;
(III) if related parties enjoy the voting right of the company’s general meeting of shareholders, they must avoid voting;
(IV) directors who have an interest in related parties must 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. Independent financial consultants or professional evaluation institutions can be employed when necessary;
(VI) independent directors need to express independent opinions on major connected transactions.
Article 14 the price or charge principle of related party transactions shall not deviate from the price or charge standard of independent third parties in the market. For related party transactions that are difficult to compare the market price or price setting is limited, the standards related to costs and profits shall be specified through the contract. The company shall fully disclose the pricing basis of related party transactions.
Article 15 the company shall take effective measures to prevent related parties from interfering in the operation of the company by monopolizing procurement and sales business channels and damaging the interests of the company and non related shareholders.
Article 16 the company shall take effective measures to prevent shareholders and their related parties from occupying or transferring the company’s funds, assets and other resources in various forms.
Article 17 the directors, supervisors and senior managers of the company are obliged to pay attention to whether the company has misappropriated funds by related parties and other issues that encroach on the interests of the company. If any abnormality is found, it shall be timely submitted to the board of directors of the company to take corresponding measures.
Article 18 in case of any loss or possible loss to the company due to the occupation or transfer of the company’s funds, assets or other resources by related parties, the board of directors of the company shall timely take protective measures such as litigation and property preservation to avoid or reduce the loss.
Chapter III decision making procedures for connected transactions
Article 19 when signing an agreement involving connected transactions with the company, the company’s connected persons must take necessary avoidance measures:
(I) any individual can only sign the agreement on behalf of one party;
(II) affiliated persons shall not interfere with the company’s decision in any way;
(III) when the board of directors of the company votes on connected transactions, the directors with connected relationship shall withdraw.
Article 20 If a director is associated with the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The meeting of the board of directors can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 21 The Affiliated directors mentioned in Article 20 of these measures include the following directors or directors under any of the following circumstances:
(I) counterparty;
(II) working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty, or in the legal entity 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 controller (see item (IV) of Article 10 of these measures for the specific scope);
Close family members (see item (IV) of Article 10 of these measures for the specific scope);
(VI) persons identified by the CSRC, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
Article 22 when a director or other enterprise in which he works has a direct or indirect relationship with the existing or planned contracts, transactions and arrangements of the company (except the employment contract), whether the relevant matters need the approval of the board of directors under normal circumstances or not, he shall disclose the nature and degree of his relationship to the board of directors as soon as possible.
Unless the related directors make disclosure to the board of directors in accordance with the requirements of the preceding paragraph of this article, and the board of Directors approves the matter at the meeting where they are not included in the quorum and the director does not participate in the voting, the company has the right to cancel the contract, transaction or arrangement, except when the opposite party is a bona fide third party.
When reporting the affiliated relationship mentioned in the preceding paragraph to the board of directors, the directors shall adopt written form, accept the questions of other directors and truthfully answer the questions raised by other directors; When the board of directors votes on matters related to such affiliated relationship, the director shall withdraw; Other directors shall vote on matters related to such affiliated relationship in accordance with the meeting procedures of the board of directors specified in the articles of association.
Article 23 If the directors of the company notify the board of directors in writing before the company first considers entering into relevant contracts, transactions and arrangements, stating that due to the contents listed in the notice, the contracts, transactions and arrangements reached by the company in the future have an interest relationship with them, within the scope specified in the notice, the relevant directors shall be deemed to have made the disclosure specified in Article 22 of these measures.
Article 24 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be included in the total number of valid votes; The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders.
When the general meeting of shareholders deliberates on related party transactions, the withdrawal and voting procedures of related shareholders are as follows:
(I) when the general meeting of shareholders deliberates on related party transactions, the related shareholders shall withdraw; If the affiliated shareholders do not actively withdraw, other shareholders participating in the meeting have the right to require the affiliated shareholders to withdraw and not participate in the voting. If it is necessary for the related shareholders to attend the meeting to make explanations, the related shareholders have the responsibility and obligation to attend the meeting and make truthful explanations;
(II) the matters that related shareholders avoid or do not participate in voting shall be announced by the chairman of the meeting at the beginning of the meeting and clearly marked on the voting vote.
Article 25 the affiliated shareholders mentioned in Article 24 of these measures include the following shareholders or 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 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) legal person or natural person identified by CSRC or Shenzhen stock exchange that may cause the company to favor its interests.
Article 26 approval authority of connected transactions
(I) if the related party transactions between the company and related parties meet the following standards, they shall be submitted to the board of directors for deliberation and approval:
1. Related party transactions with a total amount of more than 3 million yuan and accounting for more than 0.5% of the company’s latest audited net asset value;
2. The company intends to conduct connected transactions with connected natural persons with a transaction amount of more than 300000 yuan.
(II) if the total amount of related party transactions (except cash assets and guarantees provided by the company) to be concluded between the company and its related parties is more than 30 million yuan and accounts for more than 5% of the latest audited net asset value of the company, the board of directors shall make a proposal and submit it to the general meeting of shareholders of the company for deliberation, and the related party transactions shall be implemented after being approved by the general meeting of shareholders of the company.
(III) other related party transactions shall be examined and approved by the general manager of the company. If the general manager of the company needs to withdraw as a related party of the related party transaction, it shall be submitted to the board of directors for deliberation.
(IV) if laws, regulations, normative documents, Shenzhen Stock Exchange and the articles of association have other provisions on the scope and approval authority of the above matters, the relevant provisions shall prevail.
Article 26 Where a connected transaction occurs within 12 consecutive months, the following principles shall apply:
(I) for transactions with the same related person, the same related person includes other related persons who are controlled by the same subject or have equity control relationship with the related person;
(II) transactions with different connected persons related to the same transaction object.
Article 28 when the amount of related party transactions that the company intends to conclude with related parties reaches more than 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net asset value, the company shall hire an intermediary qualified to perform securities and futures related businesses to evaluate or audit the transaction targets.
Article 29 when the company conducts related party transactions related to daily operation, such as purchasing raw materials, fuels and power, selling products and commodities, providing or receiving labor services, entrustment or entrustment, the company shall perform the corresponding review procedures in accordance with the following provisions:
(I) for the first day-to-day connected transaction, the company shall enter into a written agreement with the connected person, and the provisions of Article 26 shall apply respectively 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.
(II) for the daily related party 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 the agreement needs to be renewed at the expiration of the agreement, the company shall pay the newly revised or renewed daily related party transaction agreement according to the transaction funds involved in the agreement
