Chapter 1 General Provisions
Article 1 To regulate the related party transaction activities of New Hope Liuhe Co., Ltd. (hereinafter referred to as the "Company" or "this Company"), protect the legitimate rights and interests of the Company and non-related shareholders, especially small and medium investors, in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Shenzhen Stock Exchange Stock Listing Rules," "Shenzhen Stock Exchange Main Board Listed Company Standardized Operation Guide No. 1," "Measures for the Administration of Information Disclosure by Listed Companies," "Hong Kong Stock Exchange Listing Rules" (hereinafter referred to as the "Hong Kong Listing Rules"), and other laws, regulations, and normative documents, as well as the "Articles of Association of New Hope Liuhe Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the Company's actual situation, this system is hereby formulated.
Article 2 In this system, "related party" and "connected party" as defined in the "Shenzhen Stock Exchange Stock Listing Rules" and "connected person" as defined in the "Hong Kong Listing Rules" shall be collectively referred to as "related party," and "related party transaction" as defined in the "Shenzhen Stock Exchange Stock Listing Rules" and "connected transaction" as defined in the "Hong Kong Listing Rules" shall be collectively referred to as "related party transaction."
Company related party transactions shall adhere to the principles of good faith, equality, voluntariness, fairness, openness, and impartiality. They shall not harm the interests of the Company and non-related shareholders, nor shall they conceal related relationships or de-link related party transactions. The principle of recusal for related directors and related shareholders in voting shall be followed.
The Company shall implement classified management of related party transactions. The scope of related parties and connected persons shall be determined in accordance with relevant laws, regulations, and the "Shenzhen Stock Exchange Stock Listing Rules" and "Hong Kong Listing Rules." Approval and information disclosure procedures for related party transactions shall be fulfilled in accordance with relevant regulations. If a transaction falls under both a related party transaction with a related party as defined by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), and a connected transaction with a connected person as defined by Hong Kong Exchanges and Clearing Limited (hereinafter referred to as the "Hong Kong Stock Exchange") under the "Hong Kong Listing Rules," the more stringent of the two shall apply to this system. If a transaction falls under only one of these definitions, the relevant provisions of this system shall apply.
Article 3 Upon receiving information on statistics and estimated amounts of related party transactions submitted by relevant departments, the Company's Board Office shall promptly organize information disclosure. The Company's Audit Department shall be responsible for post-audit of the execution of related party transactions.
Article 4 The Company shall refer to the "Shenzhen Stock Exchange Stock Listing Rules," "Hong Kong Listing Rules," and other relevant regulations to determine the list of the Company's related parties and update it promptly. When the Company and its controlled subsidiaries engage in transaction activities, the responsible personnel shall prudently determine whether it constitutes a related party transaction. If it constitutes a related party transaction, approval and reporting obligations shall be fulfilled within their respective authorities.
Article 5 The Company shall enter into written contracts or agreements with related parties for related party transactions, clearly defining the rights, obligations, and legal responsibilities of both parties.
Article 6 Related party transactions of the Company's controlled subsidiaries as described in Chapter 2 of this system shall be deemed as related party transactions of the Company and shall be subject to the provisions of this system.