Related Party Transaction Management System (Revised October 2023)
Guangdong Jushen Logistics Co., Ltd. establishes the Related Party Transaction Management System to regulate related party transactions, ensuring that contracts entered into between Guangdong Jushen Logistics Co., Ltd. (hereinafter referred to as "the Company") and related parties adhere to the principles of fairness, justice, and transparency. This is in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), and other relevant laws and regulations, as well as the provisions of the Articles of Association of Guangdong Jushen Logistics Co., Ltd. (hereinafter referred to as "the Articles of Association"). The purpose is to ensure that the Company's related party transactions do not harm the interests of the Company and all shareholders.
Chapter 1: Related Parties and Related Relationships
Article 1 The Company's related parties include related legal entities (or other organizations) and related natural persons.
Article 2 The following legal entities or other organizations are considered related legal entities of the Company:
- Legal entities or other organizations that directly or indirectly control the Company;
- Legal entities or other organizations controlled directly or indirectly by the aforementioned legal entities, excluding the Company and its subsidiaries;
- Legal entities or other organizations controlled directly or indirectly by related natural persons listed in Article 3, or where such persons serve as directors or senior management, excluding the Company and its subsidiaries;
- Legal entities or other organizations that directly or indirectly hold more than 5% of the Company's shares and their concerted actors;
- Other legal entities or organizations identified by the China Securities Regulatory Commission, stock exchanges, or the Company as having a special relationship with the Company that may lead to a bias in favor of their interests.
Article 3 The Company's related natural persons are defined as: - Natural persons who directly or indirectly hold more than 5% of the Company's shares;
- Directors, supervisors, and senior management of the Company;
- Directors, supervisors, and senior management of legal entities or other organizations that directly or indirectly control the Company;
- Close family members of the individuals mentioned in items (1) to (3), including spouses, parents, parents-in-law, siblings and their spouses, children over eighteen and their spouses, and siblings-in-law;
- Other natural persons identified by the China Securities Regulatory Commission, stock exchanges, or the Company as having a special relationship with the Company that may lead to a bias in favor of their interests.
Article 4 Legal entities or natural persons that meet any of the following conditions are deemed related parties of the Company: - Those who, due to agreements or arrangements with the Company or its related parties, fall under the conditions specified in Article 2 or Article 3 within twelve months after the agreement or arrangement takes effect;
- Those who have met the conditions specified in Article 2 or Article 3 within the past twelve months.
Article 5 Related relationships mainly refer to the ability to directly or indirectly control or exert significant influence over the Company in financial and operational decisions, including equity relationships, personnel relationships, management relationships, and commercial interest relationships between related parties and the Company.
Article 6 Related relationships should be substantively judged based on the specific ways, means, and extent of control or influence that related parties have over the Company.