Related party transaction decision system
Chapter I General Provisions
Article 1 in order to protect the interests of investors and Sirio Pharma Co.Ltd(300791) (hereinafter referred to as “the company”) and regulate related party transactions, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions This system is formulated in accordance with the provisions of the company and the articles of association.
Chapter II related party transactions
Article 2 related party transactions refer to the transfer of resources or obligations between the company or its holding subsidiaries and related parties of the company, including but not limited to the following matters:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
(III) providing financial assistance (including entrusted loans);
(IV) providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries);
(V) leased in or leased out assets;
(VI) donated or donated assets;
(VII) reorganization of creditor’s rights or debts;
(VIII) sign management contracts (including entrusted operation, entrusted operation, etc.);
(IX) transfer of research and development projects;
(x) sign the license agreement;
（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） Joint investment by related parties;
（16） The company has financial businesses such as deposits and loans with financial companies with related relationships, and the financial companies controlled by the company have financial businesses such as deposits and loans with related parties;
（17） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（18） Other matters that may cause the transfer of resources or obligations and other matters identified as related party transactions by relevant laws and regulations;
（19） Other related party transactions stipulated by the CSRC and the stock exchange.
Chapter III related persons and related relationships
Article 3 affiliated persons of the company include affiliated legal persons and affiliated natural persons.
Article 4 a legal person 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 the legal persons 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 5 of the system, or serve as directors (except independent directors) 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 (hereinafter referred to as “CSRC”), Shenzhen Stock Exchange or other legal persons or other organizations recognized by the company according to the principle of substance over form 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:
(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 the legal person listed in Item (I) of Article 5 of the system; (IV) the close family members of the persons mentioned in items (I), (II) and (III) of this article include: parents, spouses, 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, 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 6 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 4 or Article 5;
(II) one of the circumstances specified in Article 4 or Article 5 has occurred in the past 12 months.
Article 7 if the company and the legal person listed in Item 2 of Article 4 of this system are controlled by the same state-owned assets management institution and form the situation described in Article 4, it does not constitute an affiliated relationship, except that the chairman, manager or more than half of the directors of the legal person belong to the situation listed in Item 2 of Article 5 of this system.
Article 8 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 connected persons and the description of the connected relationship to the board of directors of the company.
The company shall timely fill in or update the list of the company’s related persons and the information of related relationships through the business management system of the website of Shenzhen Stock Exchange.
Chapter IV decision making procedures for related party transactions
Article 9 related party transactions between the company and related parties shall follow the following decision-making procedures:
(I) if the transactions between the company and related parties (except providing guarantee and financial assistance) meet one of the following standards, they shall be disclosed in time:
1. Transactions with connected natural persons with a transaction amount of more than 300000 yuan;
2. Transactions with affiliated legal persons with a transaction amount 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.
(II) if the amount of transactions (except providing guarantee) between the company and related parties exceeds 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net assets of the company, it shall be submitted to the general meeting of shareholders for deliberation.
1. If the subject matter of the transaction is the equity of the company and meets the standards specified in this paragraph, the company shall disclose the audit report of the subject matter of the transaction in the latest year and another period, and the audit deadline shall not exceed six months from the date of the shareholders’ meeting to consider the transaction; If, due to objective reasons such as the company’s inability to form control, joint control or significant influence on the subject matter of the transaction before and after the transaction, it is indeed unable to audit the financial and accounting report of the subject matter of the transaction in the latest year or provide the corresponding audit report, the company may fully disclose the relevant information and be exempted from disclosing the audit report, Unless otherwise stipulated by the CSRC or Shenzhen Stock Exchange.
2. If the subject matter of the transaction is non cash assets other than equity, an evaluation report shall be provided, and the benchmark date of the evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the transaction;
3. Although the transaction does not meet the standards specified in this paragraph, but the Shenzhen Stock Exchange deems it necessary, the company shall disclose the audit or evaluation report in accordance with the provisions of the preceding paragraph.
4. Related party transactions related to daily operations may be exempted from audit or evaluation.
The audit report and evaluation report specified above shall be issued by a securities service institution that complies with the provisions of the securities law.
(III) where the company provides guarantee for related parties, it shall be disclosed in time after the deliberation and approval of the board of directors and submitted to the general meeting of shareholders for deliberation.
If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
(IV) related party transactions between the company and related natural persons and related legal persons that fail to meet the criteria for submission to the board of directors for deliberation shall be implemented after being approved by the chairman of the company and reported to the board of directors for filing.
Article 10 if a listed company intends to conduct a connected transaction that must be submitted to the general meeting of shareholders for deliberation, it shall obtain the prior approval of independent directors before submitting it to the board of directors for deliberation. Prior approval opinions of independent directors shall be obtained from all independent directors
Article 11 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Article 9 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.
Those who have fulfilled relevant obligations in accordance with Article 9 of these Rules shall not be included in the scope of relevant cumulative calculation.
Transactions or related party transactions that have been disclosed but have not fulfilled the deliberation procedures of the general meeting of shareholders shall still be included in the cumulative calculation scope to determine the deliberation procedures to be performed.
If the company’s transactions or related party transactions meet the disclosure standards due to the application of the cumulative calculation principle for 12 consecutive months, it can only disclose the transactions or related party transactions in accordance with the relevant requirements, and briefly explain the transactions or related party transactions that have not met the disclosure standards in the previous period in the announcement.
If the company’s transactions or related party transactions must be submitted to the general meeting of shareholders for deliberation due to the application of the cumulative calculation principle for 12 consecutive months, only the transactions or related party transactions can be submitted to the general meeting of shareholders for deliberation, and the transactions or related party transactions that failed to fulfill the deliberation procedures of the general meeting of shareholders in the previous period can be briefly explained in the announcement.
If the company adds new related parties due to changes in the scope of the consolidated statements, the transactions that have signed agreements with the related parties and are being performed before the relevant circumstances occur shall be fully disclosed in the relevant announcements, and may be exempted from the relevant review procedures of related transactions specified in the system, and the principle of cumulative calculation of related transactions for 12 consecutive months is not applicable, After that, the newly added connected transactions shall be disclosed and the corresponding procedures shall be performed in accordance with the relevant provisions of this system. If the company forms related party guarantee due to changes in the scope of consolidated statements, the provisions of this article shall not apply.
Article 12 the company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries. The company shall prudently provide financial assistance or entrusted financial management to related parties.
When the related party transactions of the company involve “entrusted financial management”, the amount shall be taken as the calculation standard, and the cumulative calculation shall be carried out within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches the corresponding standards specified in Article 9 of this system, the corresponding provisions of article 9 shall apply.
Those who have fulfilled relevant obligations in accordance with the corresponding provisions of Article 9 shall not be included in the relevant cumulative calculation scope. Article 13 Where a company makes joint investment with its affiliates, increases or decreases its capital to an enterprise jointly invested, or forms joint investment with its affiliates or increases its investment share by increasing or purchasing the investment share of non affiliates, the amount of the company’s investment, increase, decrease or purchase of investment share shall be taken as the calculation standard, and the provisions of this system shall apply.
If the company’s affiliates unilaterally increase the capital of the company’s joint-stock enterprises, or the company’s affiliates unilaterally transfer the equity or investment shares of other shareholders of the company’s equity subjects, which constitutes a connected joint investment, and the relevant provisions on the waiver of rights shall apply if the circumstances related to the waiver of rights are involved; If the waiver of rights is not involved, but may have a significant impact on the company’s financial status and operating results or lead to changes in the relationship between the company and the subject, the company shall disclose it in time.
The board of directors shall fully explain the reasons for not participating in the capital increase or acquisition, and analyze the impact of the matter on the company.
If the company and its affiliates increase their capital in cash with the same consideration and proportion to the affiliated joint investment enterprise controlled by the company, which meets the standard that should be submitted to the general meeting of shareholders for deliberation, they may be exempted from audit or evaluation in accordance with the relevant provisions of this system.
Article 14 when conducting daily connected transactions with connected persons, the company shall perform the corresponding review procedures in accordance with the following provisions:
(I) the company can reasonably estimate the annual amount of daily connected transactions by category, perform the review procedures and disclose; If the actual implementation exceeds the expected amount, relevant review procedures and disclosure obligations shall be performed again according to the excess amount; When applying the provisions on the actual execution exceeding the expected amount, compare the total amount of various related party transactions actually occurred between each related person and the company under the same control with the corresponding expected total amount. The related party transaction amounts of different related persons and the company under different control are not calculated together;
(II) the company’s annual report and semi annual report shall disclose daily connected transactions by classification and summary;
(III) if the term of the daily connected transaction agreement signed between the company and the connected person exceeds three years, the relevant review procedures and disclosure obligations shall be performed again every three years.
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.
Article 15 the following transactions between the company and related parties may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with Article 9:
(I) the company participates in public bidding and public auction for unspecified objects (excluding restricted methods such as bidding invitation);
(II) transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;
(III) the pricing of related party transactions is stipulated by the state;
(IV) the related parties provide funds to the company, and the interest rate is not higher than the loan interest rate standard for the same period stipulated by the people’s Bank of China;
(V) the company provides products and services to directors, supervisors and senior managers under the same trading conditions as non affiliated persons.
Article 16 when the company enters into the following related party transactions with related parties, it may be exempted from performing relevant obligations in the form of related party transactions:
(I) one party subscribes in cash for shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
(II) act of one party
