Chapter 1 General Principles
Article 1
To ensure that related party transactions between Shanghai Metersbonwe Fashion & Accessories Co., Ltd. (hereinafter referred to as "the Company") and related parties comply with the principles of fairness, justice, and openness, and to protect the legitimate rights and interests of the Company and non-related shareholders, this system is formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Stock Listing Rules of the Shenzhen Stock Exchange (hereinafter referred to as "the Listing Rules"), and other relevant laws, regulations, normative documents, and the Articles of Association of Shanghai Metersbonwe Fashion & Accessories Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
In addition to complying with relevant laws, regulations, normative documents, and the provisions of the Articles of Association, related party transactions between the Company and related parties must also adhere to the provisions of this system.
Article 3
The Audit Committee established by the Company's Board of Directors is responsible for controlling and managing related party transactions.
Chapter 2 Identification of Related Parties and Related Transactions
Article 4
The Company's related parties include related legal entities (or other organizations) and related natural persons. Legal entities or other organizations that fall under any of the following circumstances are considered related legal entities (or organizations) of the Company:
- Legal entities (or organizations) that directly or indirectly control the Company;
- Legal entities (or organizations) controlled directly or indirectly by the entities listed in item (1), excluding the Company and its holding subsidiaries;
- Legal entities (or organizations) holding more than 5% of the Company's shares and their concerted actors;
- Legal entities (or organizations) directly or indirectly controlled by related natural persons of the Company, or serving as directors (excluding independent directors of both parties) or senior management, excluding the Company and its holding subsidiaries.
Natural persons who fall under any of the following circumstances are considered related natural persons of the Company:
- Natural persons who directly or indirectly hold more than 5% of the Company's shares;
- Directors or senior management of the Company;
- Directors, supervisors, and senior management of legal entities (or organizations) that directly or indirectly control the Company;
- Close family members (including spouses, parents, children over eighteen years old and their spouses, siblings and their spouses, parents of spouses, siblings of spouses, and parents of spouses' children) of the individuals mentioned in items (1) and (2).
Entities or individuals that meet any of the conditions described in the second and third paragraphs within the past twelve months or according to relevant agreements arranged for the next twelve months are considered related parties of the Company. The China Securities Regulatory Commission, the Shenzhen Stock Exchange, or the Company may identify other individuals or legal entities (or organizations) with special relationships with the Company, which may or have caused the Company to favor their interests, as related parties based on the principle of substance over form.
Article 5
If the legal entities (or organizations) listed in item (2) of Article 4 are controlled by the same state-owned asset management institution, this does not constitute a related relationship, except when their legal representatives, chairpersons, general managers, or more than half of the directors concurrently serve as directors or senior management of the Company.
Article 6
Related transactions of the Company refer to matters involving the transfer of resources or obligations between the Company or its holding subsidiaries and related parties, including:
- Transactions specified in Article 6.1.1 of the Listing Rules;
- Purchase of raw materials, fuel, and power;
- Sale of products and goods;
- Provision or acceptance of services;
- Entrusted or entrusted sales;
- Deposit and loan business;
- Joint investment with related parties;
- Other matters that may cause the transfer of resources or obligations through agreements.