} ?>
Implementation Rules for Related Party Transactions of Hefei Jinghe Integrated Circuit Co., Ltd
Chapter I: General Provisions
Article 1 In order to standardize the related transactions of Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as "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, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the Guidelines for the Content and Format of Information Disclosure of Companies Offering Securities to the Public and other relevant laws, regulations, normative documents and the The relevant provisions of the Articles of Association of Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as the "Articles of Association") are formulated.
Article 2 The Company shall comply with the following basic principles when conducting transactions with related persons:
(1) The principles of equality, voluntariness, equivalence, and compensation;
(2) The principles of fairness, impartiality, and openness;
(3) For necessary related-party transactions, strictly regulate them in accordance with laws, regulations and normative documents;
(4) In the necessary related party transactions, the related shareholders and related directors shall implement the recusal voting system stipulated in the Articles of Association;
(5) Dealing with related party transactions between the company and related persons shall not harm the legitimate rights and interests of shareholders, especially small and medium-sized shareholders, and shall hire independent financial advisers or professional appraisal institutions to express opinions and reports when necessary;
(6) The material related party transaction shall be approved by more than half of all independent directors of the company.
Article 3 The related party transactions between the company and related parties shall comply with relevant laws, regulations and norms
In addition to the provisions of the documents and the Articles of Association, the relevant provisions of these Articles shall also be observed.
Chapter II Related Party Transactions
Article 4 Related-party transactions refer to the Company and its subsidiaries and other entities within the scope of the Company's consolidated statements
Transactions with related persons, including but not limited to the following:
(1) Buying or selling assets;
(2) Foreign investment (except for the purchase of bank wealth management products);
(3) Providing financial assistance;
(4) providing guarantees;
(5) Leasing or leasing out assets;
(6) Entrusting or entrusting the management of assets and business;
(7) Donated or donated assets;
(8) Restructuring of creditor's rights and debts;
(9) Signing a license agreement;
(10) Transferring or transferring research and development projects;
(11) Other transactions as determined by the Shanghai Stock Exchange;
(12) Other matters that may lead to the transfer of resources or obligations within the scope of daily business.
Article 5 Related-party transactions shall follow commercial principles and be fair, fair and open. Related Party Transactions
The price should mainly follow the principle of market price, and if there is no market price, according to the agreed price. A written contract or agreement shall be signed for related party transactions, and the content of the contract or agreement shall be clear and specific.
Article 6 The company shall take effective measures to prevent shareholders and their affiliates from occupying or transferring the company in various forms
funds, assets and other resources of the Division.
Chapter III: Associated Persons
Article 7 The Company's affiliates include affiliated legal persons and affiliated natural persons.
Article 8 The affiliated person of the Company refers to a natural person, legal person or other organization under any of the following circumstances:
(1) A natural person, legal person or other organization that directly or indirectly controls the Company;
(2) A natural person who directly or indirectly holds more than 5% of the shares of the Company;
(3) Directors, supervisors or senior management of the Company;
(4) Families with a close relationship with the related natural persons mentioned in items 1, 2 and 3 of this article
members, including spouses, children aged 18 or older and their spouses, parents and parents-in-law, siblings and their spouses, siblings of their spouses, parents of children's spouses;
(5) Legal persons or other organizations that directly hold more than 5% of the shares of the Company;
(6) Directors, supervisors, senior managers or other principal responsible persons of legal persons or other organizations that directly or indirectly control the Company;
(7) Directly or indirectly controlled by the affiliated legal persons or affiliated natural persons listed in items 1 to 6 of this Article
legal persons or other organizations in which the aforesaid related natural persons (except independent directors) serve as directors or senior managers, except for the Company and its holding subsidiaries;
(8) Legal persons or other organizations that indirectly hold more than 5% of the shares of the Company;
(9) The China Securities Regulatory Commission, the Shanghai Stock Exchange or other natural persons, legal persons or other organizations that have a special relationship with the Company as determined by the Company in accordance with the principle of substance over form, which may cause the interests of the Company to be tilted in favor of them.
Article 9 Within 12 months prior to the date of the transaction, or after the relevant transaction agreement comes into effect or the arrangement is implemented
Within 12 months, a legal person, other organization or natural person with one of the circumstances listed in Article 8 shall be deemed to be a related party of the Company.
Article 10 The Company is directly or indirectly controlled by the legal person or other organization listed in Paragraph 1 of Article 8 of these Rules
The legal person or other organization is controlled by the same State-owned assets supervision and administration agency, and does not form an affiliated relationship as a result, except for the legal representative, general manager, person in charge or more than half of the directors of the legal person or other organization who concurrently serve as directors, supervisors or senior managers of the company.
Article 11 The directors, supervisors, senior managers, shareholders holding more than 5% of the shares of the Company and one of them
To the actor and the actual controller, the company shall promptly inform the company of the existence of the related relationship with the actor, and the company shall report the above-mentioned related persons to the Shanghai Stock Exchange for the record.
Chapter IV Procedures and Disclosure of Related Party Transactions
Section 1: Recusal from voting
Article 12 When the board of directors of the Company deliberates on related party transactions, the related directors shall abstain from voting
No voting rights may be exercised on behalf of other directors. The meeting of the Board of Directors shall be convened by the presence of a majority of the non-affiliated directors, and the resolutions made at the meeting shall be passed by a majority of the non-affiliated directors. If the number of non-affiliated directors present at the board of directors is less than three, the company shall submit the transaction to the shareholders' meeting for deliberation.
"Affiliated directors" as used in the preceding paragraph includes the following directors or directors with any of the following circumstances:
(1) the counterparty;
(2) Holding a position in a counterparty, or in a legal person or other organization that can directly or indirectly control the counterparty, or a legal person or other organization directly or indirectly controlled by the counterparty;
(3) has direct or indirect control over the counterparty;
(4) the close family members of the counterparty or its direct or indirect controller (for the specific scope, please refer to the provisions of Article 8(4) of these Rules);
(5) the close family members of the directors, supervisors and senior management of the counterparty or its direct or indirect controller (for the specific scope, please refer to the provisions of Article 8(4) of these Detailed Rules);
(6) Persons whose independent business judgment may be affected as determined by the China Securities Regulatory Commission, the Shanghai Stock Exchange or the Company based on the principle of substance over form.
Article 13 When the shareholders' meeting deliberates on related party transactions, the following shareholders shall abstain from voting:
(1) the counterparty;
(2) has direct or indirect control over the counterparty;
(3) It is directly or indirectly controlled by the counterparty;
(4) It is directly or indirectly controlled by the same legal person or natural person as the counterparty;
(5) Due to the existence of an equity transfer agreement with the counterparty or its affiliates that has not yet been performed
His voting rights are restricted or affected by other agreements;
(6) Legal persons or natural persons identified by the China Securities Regulatory Commission or the Shanghai Stock Exchange as may cause the Company to favor their interests.
Section 2: Authority and Procedures for Related Party Transactions
Article 14 The related party transactions to be carried out by the company shall be reported by the functional departments of the company to the chairman of the board of directors and the securities affairs department
A written report shall be submitted to explain in detail the specific matters, pricing basis and impact on the parties to the transaction, and the chairman of the board of directors or the securities affairs department shall perform the corresponding procedures in accordance with the quota authority.
Article 15 Where the company provides guarantees for related persons, it shall have reasonable business logic and be present in the board of directors
After the deliberation is passed, it will be disclosed in a timely manner and submitted to the shareholders' meeting for deliberation.
Where a listed company provides a guarantee for the controlling shareholder, actual controller and its affiliates, the controlling shareholder, actual controller and their affiliates shall provide a counter-guarantee.
Article 16 The management of the Company has the right to decide on related party transactions other than those that should be deliberated by the Board of Directors and the Shareholders' Meeting
and other related party transactions.
The Secretary of the Board of Directors must be present at the relevant meeting at which the decision is made. After the decision is made, it shall be reported to the board of directors for the record, and the chairman shall sign and implement it. If the general manager or his close relatives are the counterparties to the related party transaction, the board of directors shall deliberate and approve it.
Article 17 The board of directors of the company decides on the following related party transactions and must disclose them in a timely manner:
(1) Related-party transactions in which the Company intends to have a transaction amount of more than RMB 300,000 with a related natural person (except for the guarantee provided by the Company); However, the company shall not directly or indirectly provide loans to directors, supervisors and senior managers;
(2) Related-party transactions (except for guarantees provided by the company) in which the company intends to have a transaction amount of more than 3 million yuan with an affiliated legal person and account for more than 0.1% of the company's latest audited total assets or the absolute value of the market value after listing shall be disclosed in a timely manner;
If the data involved in the calculation of the above indicators is negative, its absolute value is calculated.
Article 18 The shareholders' meeting of the company deliberates: the transaction between the company and related persons (except for the provision of guarantees).
Connected transactions with an amount of more than RMB30 million and representing more than 1% of the absolute value of the Company's latest audited total assets or post-listing market capitalization. Related-party transactions concluded by the same subject matter or the same related person within 12 consecutive months are calculated on the cumulative amount.
In addition to timely disclosure, the company shall also hire an accounting firm qualified to perform securities and futures related business to audit the financial and accounting reports of the transaction target for the latest year and period, and the audit deadline shall not exceed six months from the date of signing the agreement; If the subject matter of the transaction is other assets other than equity, the company shall hire an asset appraisal agency with the qualification to perform securities and futures related business to conduct the evaluation, and the evaluation benchmark date shall not exceed one year from the date of signing the agreement.
The company may engage an independent financial adviser to express an opinion on whether the related party transactions that require the approval of the shareholders' meeting are fair and reasonable to all shareholders, and issue an independent financial adviser report.
The subject matter of the transaction involved in the related party transactions related to the daily operation referred to in Article 23 of these Rules and Regulations may not be audited or evaluated.
Article 19 The related party transactions that the company shall disclose shall be obtained in their entirety before submitting them to the board of directors for deliberation
A majority of the independent directors agreed. When necessary, independent directors may request a securities service provider to issue an independent financial advisory report as the basis for their judgment before making a judgment.
Article 20 The establishment of a company jointly funded by the Company and its affiliates shall be based on the amount of capital contributed by the Company
The transaction amount shall be subject to the provisions of Articles 17 and 18 of these Rules.
If the company intends to waive the capital increase or preferential right to transfer to a company jointly invested with a related person, the amount involved in the company's waiver of the right to increase capital or preferential transfer shall be the transaction amount, and the provisions of Articles 17 and 18 of these Detailed Rules shall apply.
If the scope of the company's consolidated statements will change due to the waiver of the right to increase capital or the right of first refusal, the transaction amount shall be the total net assets of the company at the end of the most recent period corresponding to the right to give up the right of capital increase or the right of first refusal, and the provisions of Articles 17 and 18 of these Rules shall apply.
Article 21 The company shall prudently provide related parties with "financial assistance" and "entrusted financial management".
If necessary, the amount incurred shall be used as the calculation standard, and calculated cumulatively within 12 consecutive months according to the type of transaction, and if the cumulative calculation reaches the standards of Articles 17 and 18, the provisions of Articles 17 and 18 shall apply.
If the relevant obligations have been performed in accordance with the provisions of Articles 17 and 18 before the proposed or approved related party transaction, it will not be included in the relevant cumulative calculation scope.
Article 22 The following related party transactions that occur within 12 consecutive months of the company shall be in accordance with the 12 consecutive transactions
Articles 17 and 18 shall apply to the principle of cumulative calculation within months:
(1) Transactions with the same related person;
(2) Transactions related to the types of transaction targets conducted with different related persons.
The same related person mentioned above includes a legal person or other organization that is controlled by the same actual controller as the related person, or has an equity control relationship, or where the same natural person serves as a director or senior manager.
Where relevant obligations have already been performed in accordance with the provisions of articles 17 and 18, they are no longer to be included in the scope of the relevant cumulative calculation.
Article 23 When the Company and related parties engage in related party transactions related to their daily operations, they shall:
Disclosure and review procedures are carried out in accordance with the following provisions:
(1) The company may reasonably estimate the annual amount of daily related party transactions by category, perform the review procedures and disclose them; Where the actual amount exceeds the estimated amount, the review procedures shall be re-performed and disclosed in accordance with the excess amount;
(2) The company's annual report and semi-annual report shall be classified and summarized to disclose daily related party transactions;
(3) If the term of the daily related party transaction agreement signed between the company and the related person exceeds 3 years, it shall be every 3 years
Renewed review procedures and disclosure obligations.
Article 24 The daily related party transaction agreement shall at least include the transaction price, pricing principles and basis, and delivery
The main terms of the total amount of trade or its determination method, payment method and so on.
If the agreement does not determine the specific transaction price but only states the reference market price, the company shall disclose the actual transaction price, the market price and the method of determining it, and the reasons for the difference between the two prices when performing the disclosure obligation in accordance with Article 23.
Article 25 When the Company and its related persons reach the following related party transactions, they may be exempted from performing in accordance with the provisions of this Chapter
Obligations:
(1) One party subscribes in cash for stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
(2) One party underwrites the stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party as a member of the underwriting syndicate;
(3) One party receives dividends, bonuses or remuneration in accordance with the resolution of the shareholders' meeting of the other party;
(4) One party participates in the other party's public bidding or auction, except where it is difficult to form a fair price in the bidding or auction;
(5) Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and grants, etc.;
(6) The pricing of related party transactions is stipulated by the state;
(7) The related person provides funds to the company at an interest rate not higher than the benchmark loan interest rate for the same period stipulated by the People's Bank of China, and the company has no corresponding guarantee for the financial assistance;
(8) The company provides products and services to directors, supervisors and senior management personnel under the same transaction conditions as non-related persons;
(9) Other circumstances as determined by the Shanghai Stock Exchange.
Article 26 When examining the reasonableness of related party transactions, the board of directors of the company shall at least consider and review the following factors or documents:
(1) A description of the background of the occurrence of the related party transaction;
(2) The relationship between the parties to the transaction and the basic information of the related person, and the subject qualification certificate of the related person;
(3) The pricing policy and pricing basis of the transaction, including the relationship between the transaction price and the book value, appraised value and clear and fair market price of the transaction target, as well as other specific matters related to pricing that need to be explained due to the special nature of the transaction target; If there is a large difference between the transaction price and the book value, the appraised value or the market price, the reasons shall be explained. If the transaction is unfair, attention should also be paid to the transfer of interests arising from the related party transaction
Direction;
(4) The transaction agreement, the main contents of the agreement include, but are not limited to: the transaction price, the transaction settlement method, the nature and proportion of the rights and interests of the related party in the transaction, the conditions for the agreement to take effect, the effective time, the performance period, etc.; and other agreements, contracts or any other written arrangements relating to related party transactions;
(5) the purpose of the transaction and its impact on the Company, including the necessity and true intention of the related party transaction, and the impact on the current and future financial position and operating results;
(6) The total amount of various related party transactions that have occurred with the related person from the beginning of the year to the date of the board meeting;
(7) Intermediary agency reports (if any);
(8) Other materials deemed necessary.
Article 27 When the shareholders' meeting makes a resolution on related party transactions, it shall review the documents listed in Article 26 in addition to the review
In addition, the following documents need to be reviewed:
(1) the opinions expressed by the independent directors of the Company on such transactions;
(2) the opinions expressed by the board of supervisors of the company on such transactions.
Article 28 The transaction amount is more than 30 million yuan and is higher than the latest audited total asset value of the company
or a related party transaction with a market value of 1% shall be signed and sealed by all parties to the related party transaction and approved by the shareholders' meeting before it can be executed.
Article 29 During the validity period of the related party transaction contract, it is necessary due to force majeure or changes in production and operation
When it is necessary to terminate or modify the related party transaction agreement or contract, the relevant parties may terminate the agreement or modify the content of the supplementary agreement. The supplementary and amended agreements shall take effect immediately or after deliberation and confirmation by the board of directors or shareholders' meeting, as the case may be.
Chapter 5 Disclosure of Related Party Transactions
Article 30 The secretary of the board of directors shall be responsible for the disclosure of related party transactions by the company, and shall be implemented and submitted in accordance with the relevant provisions of the China Securities Regulatory Commission's "Guidelines for the Content and Format of Information Disclosure by Companies Offering Securities to the Public" and the "Listing Rules".
off the file.
Chapter VI: Supplementary Provisions
Article 31 Where there are no provisions in these Rules, the relevant laws, regulations and the Articles of Association shall apply
Decide. If this system is inconsistent with the relevant laws, regulations, normative documents and the relevant provisions of the Articles of Association, the provisions of the relevant laws, regulations, normative documents and the Articles of Association shall prevail.
Article 32 The terms "above", "below" and "within" in these Detailed Rules include this number, and "exceeding" and "less".
"Below" does not include this number.
Article 33 These detailed rules shall come into force and be implemented on the date of deliberation and approval by the shareholders' meeting, and shall be amended by the shareholders' meeting
Review and approval.
Article 34 The Board of Directors is authorized by the shareholders' meeting to be responsible for interpreting these Rules.
Ticker Name
Percentage Change
Inclusion Date