Huagong Technology Industrial Co., Ltd. Management System for Connected Transactions (Draft) (Applicable After H Share Offering and Listing)
To regulate the connected transactions of Huagong Technology Industrial Co., Ltd. (hereinafter referred to as the "Company" or "this Company"), protect the legitimate rights and interests of the broad investor base, especially small and medium investors, and in accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Shenzhen Stock Exchange Stock Listing Rules" (hereinafter referred to as the "SZSE Listing Rules"), the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited" (hereinafter referred to as the "HKEX Listing Rules"), and other laws, regulations, and normative documents, as well as the "Articles of Association of Huagong Technology Industrial Co., Ltd." (hereinafter referred to as the "Articles of Association"), this System is formulated.
Chapter 1 Organizational Structure for Management of Connected Transactions
Article 1 The Board Secretary's Office is the department responsible for the management of connected transactions, carrying out its work under the leadership of the Board Secretary. The Board Secretary's Office is primarily responsible for the analysis and confirmation of connected parties, the compliance review of connected transactions, the organization of decision-making for major connected transactions, and information disclosure.
Article 2 The Finance Department is responsible for the accounting records, bookkeeping, reporting, and statistical analysis of connected transactions, and shall report to the Board Secretary's Office on a quarterly basis.
Article 3 The Board Secretary's Office shall compile and analyze the reported connected transactions, and in accordance with the provisions of this System, ensure the fulfillment of the decision-making procedures for connected transactions and disclose them in accordance with the provisions of this System.
Chapter 2 Connected Parties and Connected Transactions
Section 1 General Provisions
Article 4 The Company's connected parties include connected legal persons (or other organizations) and connected natural persons as defined by the "SZSE Listing Rules," and connected persons as defined by the "HKEX Listing Rules." Connected legal persons, connected natural persons, and connected persons shall promptly report the list of connected parties and a description of the connected relationships to the Board Secretary's Office, and the Board Secretary's Office shall maintain proper registration and management. The Board Secretary's Office shall update the list of connected parties in a timely manner to ensure that the relevant list of connected parties is true, accurate, and complete.
Article 5 When conducting connected transactions, the Company shall ensure the legality, compliance, necessity, and fairness of the connected transactions, maintain the Company's independence, and shall not use connected transactions to manipulate financial indicators or harm the Company's interests. The parties to the transaction shall not conceal connected relationships or use other means to circumvent the Company's review procedures for connected transactions and information disclosure obligations.
Section 2 Provisions of the People's Republic of China
Article 6 According to the "SZSE Listing Rules," legal persons (or other organizations) falling under any of the following circumstances shall be considered connected legal persons (or other organizations) of the Company: (1) Legal persons (or other organizations) that directly or indirectly control the Company; (2) Legal persons (or other organizations) that are directly or indirectly controlled by the legal persons (or other organizations) mentioned in item (1) above, excluding the Company and its holding subsidiaries; (3) Legal persons (or other organizations) holding more than 5% of the Company's shares and their concerted parties; (4) Legal persons (or other organizations), excluding the Company and its holding subsidiaries, that are directly or indirectly controlled by connected natural persons of the Company, or where connected natural persons serve as directors (excluding independent directors of both parties) or senior management personnel.