Review procedures and disclosure of related party transactions

Article 11 The related party transactions to be carried out by the company shall be proposed by the functional departments of the company, and the proposal shall explain in detail the specific matters, pricing basis and the impact on the interests of the company and shareholders.

Article 12 Where the amount of the related party transactions (except that the company provides guarantees, accepts cash assets and simply reduces or exempts the company's obligations) that the company intends to have with related parties exceeds RMB 30 million (including RMB 30 million), and accounts for more than 5% (including 5%) of the absolute value of the company's latest audited net assets, in addition to timely disclosure, it shall also employ an intermediary agency qualified to engage in securities and futures-related business.

The transaction objects involved in the related party transactions related to daily operations mentioned in Chapter IV of this system may not be audited or evaluated.

Article 13 The related party transactions that the company intends to have with related legal persons with a total amount higher than RMB 3 million and 0.5% higher than the latest audited net asset value of the company shall be approved by the independent directors and submitted to the board of directors for discussion and decision. Before an independent director makes a judgment, he may employ an intermediary agency to issue an independent financial advisory report as a basis for judgment.

Article 14 Where a company provides guarantees for related parties, regardless of the amount, it shall be disclosed in time after the board of directors deliberates and approves, and submitted to the shareholders' meeting for deliberation.

Where the company provides guarantee for shareholders holding less than 5% of the shares, it shall be implemented with reference to the provisions of the preceding paragraph, and the shareholders concerned shall abstain from voting at the shareholders' meeting.

Article 15 The Company and relevant parties shall sign a written agreement, the contents of which shall be clear and specific. The company shall disclose the conclusion, modification, termination and performance of the agreement in accordance with the relevant provisions of the Listing Rules.

Article 16 When the board of directors of the company considers related party transactions, the related directors shall abstain from voting and shall not exercise voting rights on behalf of other directors. The board meeting can only be held when more than half of the non-associated directors are present, and the resolutions made at the board meeting must be passed by more than half of the non-associated directors. If the number of non-associated directors attending the board meeting is less than three, the company shall submit the transaction to the shareholders' meeting for consideration.

The related directors mentioned in the preceding paragraph include the following directors or directors in any of the following circumstances: (1) As counterparties;

(2) Being the direct or indirect controller of the counterparty;

(3) Working for the counterparty, or working for a legal person or other organization that can directly or indirectly control the counterparty, or a legal person or other organization that is directly or indirectly controlled by the counterparty;

(4) Being a close relative of the counterparty or its direct or indirect controller; (5) Close relatives of directors, supervisors and senior managers who are counterparties or their direct or indirect controllers;

(6) Directors identified by China Securities Regulatory Commission, stock exchange or company who may affect independent business judgment for other reasons.

Article 17 When the company's shareholders' general meeting considers related party transactions, the related shareholders shall abstain from voting. The related shareholders mentioned in the preceding paragraph include the following shareholders or shareholders in any of the following circumstances: (1) Being the counterparty;

(2) Being the direct or indirect controller of the counterparty; (3) Directly or indirectly controlled by the counterparty.

(4) Being directly or indirectly controlled by the same legal person or other organization or natural person as the counterparty; (5) Shareholders whose voting rights are restricted and affected by unfinished equity transfer agreements or other agreements with the counterparty or its affiliates;

(6) Shareholders identified by China Securities Regulatory Commission or Shenzhen Stock Exchange that may lead to the company's interests tilting towards them. Article 18 The related party transactions (except providing guarantee) between the company and related legal persons with the transaction amount of more than RMB 3 million (including RMB 3 million) and accounting for more than 0.5% (including 0.5%) of the absolute value of the latest audited net assets of the company shall be disclosed in time.

Article 19 Related transactions (except providing guarantee) between the company and related natural persons with a transaction amount of more than RMB 300,000 shall be disclosed in time.

The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.

Article 20 When a company discloses related party transactions, it shall submit the following documents to Shenzhen Stock Exchange: (1) Announcement draft;

(2) An agreement or letter of intent related to the transaction;

(3) resolutions of the board of directors, announcements of resolutions and opinions of independent directors (if applicable); (four) the government approval involved in the transaction (if applicable); (5) Professional reports issued by intermediary agencies (if applicable); (6) A written document of the independent director's prior consent to the transaction; (7) Other documents required by Shenzhen Stock Exchange. Article 21 The related party transaction announcement disclosed by the company shall include the following contents: (1) The general situation of the transaction and the basic information of the transaction object;

(2) Prior approval of independent directors and their independent opinions; (3) voting by the board of directors (if applicable);

(four) the relationship between the parties to the transaction and the basic information of the related parties;

(5) The pricing policy and basis of this transaction, the relationship between the transaction price and the book value or evaluation value of the transaction object and the clear and fair market price, and other pricing-related matters that need to be explained due to the particularity of the transaction object; If there is a significant difference between the transaction price and the book value, appraisal value or market price, the reasons shall be explained; If the transaction is unfair, it should also disclose the direction of interest transmission generated by this related party transaction;

(6) Other main contents of the transaction agreement, including the transaction price and settlement method, the nature and proportion of the rights and interests of related parties in the transaction, the effective conditions, effective time and performance period of the agreement, etc. ; For the continuous or recurring related party transactions in daily operations, the estimated total transaction amount of related party transactions in the whole year shall also be stated;

(7) The purpose of the transaction and the impact of the transaction on the company, including the true intention and necessity of this related party transaction, and the impact on the current and future financial status and operating results of the company;

(8) The total amount of related party transactions with related parties from the beginning of this year to the disclosure date; (9) Other contents required by the China Securities Regulatory Commission and the Shenzhen Stock Exchange to help explain the real situation of the transaction. Where the company provides guarantees for related parties and shareholders holding less than 5% (excluding 5%), it shall also disclose the total amount of external guarantees provided by the company and its holding subsidiaries as of the disclosure date, the total amount of guarantees provided by the company for its holding subsidiaries, and the proportion of the above amount to the latest audited net assets of the company.

Article 22 Where a company and its related party * * * jointly contribute to establish a company, the transaction amount shall be the amount contributed by the company, and the provisions of Articles 12, 13, 18 and 19 of this system shall apply.

When the company's capital contribution reaches the standard stipulated in Article 12, if all the investors make capital contribution in cash and determine the equity ratio of each party in the established company according to the capital contribution ratio, they may apply to Shenzhen Stock Exchange for exemption from the provision of submitting it to the shareholders' meeting for deliberation.

Article 23 When a company conducts related party transactions such as "providing financial assistance" and "entrusting financial management", it shall take the amount as the calculation standard for disclosure and calculate the amount in consecutive 12 months according to the transaction type. If the accumulated amount reaches the standards stipulated in Articles 12, 13, 18 and 19 of this system, the above provisions shall apply respectively.

Those who have fulfilled relevant obligations in accordance with the provisions of Articles 12, 13, 18 and 19 of this system will no longer be included in the relevant cumulative calculation scope.

Article 24 When a company conducts related transactions other than those specified in the preceding article, the provisions of Articles 12, 13, 18 and 19 of this system shall be applied respectively according to the following standards and the principle of cumulative calculation within twelve consecutive months:

(1) Transactions with the same related party;

(2) Transactions related to the subject matter of the transaction conducted by different related parties;

The same related party mentioned above includes related parties that are directly or indirectly controlled by the same legal person or other organization or natural person, or have equity control relationship with each other; And legal persons or other organizations that are directors or senior managers with the same related natural person.

Those who have fulfilled relevant obligations in accordance with the provisions of Articles 12, 13, 18 and 19 of this system will no longer be included in the relevant cumulative calculation scope.

Article 25 A company may apply to Shenzhen Stock Exchange for exemption from examination and disclosure of related transactions caused by its participation in public bidding and public auction.

Article 26 The following transactions between the company and its related parties may not be considered as related party transactions:

(1) One party subscribes for shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party in cash;

(2) As a member of the underwriting syndicate, one party underwrites the stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivative products publicly issued by the other party;

(3) One party receives dividends, bonuses or remuneration according to the resolution of the shareholders' meeting of the other party;

(4) Other transactions recognized by Shenzhen Stock Exchange. Article 27 The deliberation and information disclosure of related party transactions shall comply with the provisions of relevant laws and regulations, normative documents and relevant company systems.

Further reading: How to buy insurance, which is good, and teach you how to avoid these "pits" of insurance.