Henan Shenma Warwick Plastic Co., Ltd.

　　Related party transaction management system

　　Chapter 1 General General Provisions

　　Article 1 In order to better regulate Henan Shenma Warwick Plastic Co., Ltd. (hereinafter referred to as the "Company")

　　Make decisions on related-party transactions, improve the company’s internal control system, and protect the legitimate rights and interests of all shareholders.

　　The People’s Republic of China Company Law (hereinafter referred to as the “Company Law”), “Henan Shenma Warwick Plastic Co., Ltd.

　　Articles of Association and other relevant regulations of the country formulate this system.

　　Article 2 Affiliated relationship mainly refers to the ability to directly or indirectly influence the company in the financial and business decision-making process.

　　The methods or means of controlling or exerting significant influence mainly include the equity relationship between related parties and the company,

　　Personnel relations, management relations and commercial interest relations.

　　The specific method, way and extent of the related party’s control or influence on the company

　　And other aspects to make substantive judgments.

　　Article 3 A company’s affiliated transaction refers to a transfer between a company or its holding subsidiary and a company’s affiliates.

　　Matters that transfer resources or obligations, including but not limited to the following:

　　(1) Purchase or sale of assets;

　　(2) Foreign investment;

　　(3) Provide financial assistance;

　　(4) Provide guarantee;

　　(5) Rent-in or lease-out assets;

　　(6) Sign management contracts (including entrusted operations, entrusted operations, etc.);

　　(7) Donate or receive donated property;

　　(8) Creditor's rights or debt restructuring;

　　(9) Sign a license agreement;

　　(10) Transfer of research and development projects;

　　(11) Purchase raw materials, fuels and power;

　　(12) Selling products and commodities;

　　(13) Provide or accept labor services;

　　(14) Entrusted or entrusted sales;

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　　(15) Joint investment by related parties;

　　(16) Other matters that may cause the transfer of resources or obligations through the agreement.

　　Chapter II Definition of the Scope of Related Party Transactions

　　Article 4 Affiliated persons of a company include related legal persons and related natural persons.

　　Article 5 The legal persons that have the following relationships with the company are the affiliated legal persons of the company:

　　(1) The legal person or other organization that directly or indirectly controls the company;

　　(2) Legal persons other than the company and its controlled subsidiaries that are directly or indirectly controlled by the legal person mentioned in the preceding paragraph

　　Or other organizations;

　　(3) Those who are directly or indirectly controlled by the company's associated natural persons, or serve as directors or senior managers,

　　Legal persons or other organizations other than the company and its holding subsidiaries;

　　(4) Legal persons or other organizations that hold more than 5% of the company's shares;

　　(5) The China Securities Regulatory Commission, the National SME Share Transfer System Co., Ltd. or the company

　　Other laws that have a special relationship with the company recognized by the principle of more than form may cause the company to tilt its interests

　　People or other organizations.

　　Article 6 A natural person who has one of the following circumstances is an associated natural person of the company:

　　(1) A natural person who directly or indirectly holds more than 5% of the company's shares;

　　(2) Company directors, supervisors and senior management personnel;

　　(3) Directors, supervisors and senior managers of legal persons listed in Item (1) of Article 5;

　　(4) Close family members of the persons mentioned in items (1) and (2) of this article, including spouses,

　　Parents and spouse’s parents, siblings and their spouses, children over 18 years of age and their spouses and spouses

　　Siblings and parents of children’s spouses;

　　(5) The China Securities Regulatory Commission, the National SME Share Transfer System Co., Ltd. or the company

　　Others identified by the principle of focusing on form have a special relationship with the company, which may cause the company’s self-inclination to its interests.

　　Ran people.

　　Article 7 A legal person or other organization or natural person in one of the following situations shall be regarded as a company’s relationship:

　　Associate:

　　(1) According to the agreement or arrangement made with the company or its affiliates; in the agreement or arrangement

　　After entry into force, or within the next twelve months, there will be one of the circumstances specified in Article 5 or Article 6;

　　(2) In the past twelve months, there has been one of the circumstances specified in Article 5 or Article 6.

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　　Article 8 The following relationships are not regarded as the main body of the company's affiliates:

　　(1) Enterprises that only have a major debt-to-debt relationship due to loans, guarantees, leases, etc.

　　Or individual

　　(2) The relationship between each other is only due to long-term or major business dealings with dealers, suppliers or users.

　　Enterprises or individuals that are dependent on business operations;

　　(3) Enterprises or individuals that have a joint relationship only because of general staff part-time or because of general staff’s family members.

　　Article 9 The company’s directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their concerted actions

　　The moving person and the actual controller shall promptly inform the company of the information of the associated persons with which they have an associated relationship.

　　The company shall update the list of related persons in a timely manner and report the information of the above-mentioned related persons to the leading brokerage firm and the nation.

　　SME Share Transfer System Co., Ltd. filed for the record.

　　Article 10 The scope of the property or rights and interests of the company’s related transactions includes but is not limited to the following categories:

　　(1) Tangible property. Including the finished or semi-finished products, raw materials, energy and other movable properties or non-

　　Movable property, construction in progress and completion project, etc.;

　　(2) Intangible property. Including goodwill, trademarks, patents, copyrights, know-how, trade secrets,

　　Land use rights and other intangible property;

　　(3) Labor services and services. Including labor services, dormitories, office buildings and facilities and other property management, consulting services,

　　Technical services, financial services (including guarantees, mortgages, etc.), leasing, agency, etc. should obtain services for consideration;

　　(4) Equity, debt or income opportunities.

　　Article 11 The conditions for transactions between companies and related parties are significantly higher or lower than those of independent enterprises.

　　If the usual conditions of inter-company transactions constitute an infringement on the rights and interests of the company and shareholders, they shall be defined as improper connected transactions. under

　　List connected transactions as improper connected transactions:

　　(1) The price conditions for buying products, other movable and immovable properties are significantly higher than or selling products, other

　　The price conditions of movable and immovable properties are significantly lower than the price conditions of ordinary transactions;

　　(2) The cost, rate or interest rate of providing labor, service or financing is significantly lower than that of obtaining labor or service

　　Service or financing costs, rates or interest rates are significantly higher than the usual standards, usually national standards, industry standards

　　Standard or customary standards generally adopted in the same country and in the same industry;

　　(3) The price of acquiring intangible assets or equity is obviously higher than the price of selling or selling intangible assets or equity.

　　Is significantly lower than its actual value; the actual value can be based on the comprehensive evaluation of intangible assets and equity by the appraisal agency.

　　grid;

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　　(4) Giving up business opportunities for the benefit of related parties, and implementing the decision of the parent company, causing the company to

　　Unfair transactions or additional obligations, but there is sufficient evidence to show that the company has been or will be from the parent company’s

　　If the profit or other decision is fully compensated, it is not regarded as an improper related party transaction;

　　(5) Failure to actively exercise the equity, creditor’s rights or other property rights of related parties, causing the company and shareholders to

　　Rights are violated.

　　(6) Related party transactions that violate relevant national laws, regulations and policies.

　　Chapter III Basic Principles of Related Party Transactions

　　Article 12 A company’s related transactions shall follow the following basic principles:

　　(1) Comply with the principle of good faith;

　　(2) Try to avoid, reduce and standardize the principle of related party transactions. Review of unavoidable related party transactions,

　　Approval must follow the principles of openness, fairness and justice;

　　(3) The general meeting of shareholders, the board of directors, and the board of supervisors shall determine whether the related party transaction is

　　Division is favorable. Related parties shall avoid when voting on related transactions;

　　(4) The pricing of related party transactions should not significantly deviate from the fairness standards of independent third parties in the market, and the basis must be adhered to

　　Principles of openness and fairness in the market. For related-party transactions that are difficult to compare market prices or whose pricing is restricted, the

　　Clarify the standards of costs and profits through contracts or agreements.

　　Chapter Chapter 4 Principles to be followed by the general meeting of shareholders in connected transactions

　　Article 13 When the company’s general meeting of shareholders votes on related transactions, related shareholders shall automatically withdraw and merge

　　Abstaining the right to vote, the number of voting shares it represents shall not be counted in the total number of valid votes.

　　Article 14 The “associated shareholders” mentioned in this article include the following shareholders or shareholders who have one of the following circumstances:

　　(1) Being the counterparty of the transaction;

　　(2) Having direct or indirect control of the counterparty;

　　(3) Directly or indirectly controlled by the counterparty of the transaction;

　　(4) It is directly or indirectly controlled by the same legal person or natural person as the counterparty;

　　(5) Close family members of the counterparty or its direct or indirect controller (specific scope

　　(Refer to Article 6 Item 4 of these Rules);

　　(6) The relationship between the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers

　　Close family members (refer to Article 6 Item 4 of this system for specific scope);

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　　(7) Due to the existence of an unfulfilled equity transfer agreement with the counterparty of the transaction or its affiliates or its

　　Shareholders whose voting rights are restricted and affected by other agreements;

　　(8) Possible causes identified by the China Securities Regulatory Commission or the National SME Share Transfer System Co., Ltd.

　　A legal person or a natural person whose interests are tilted by a company.

　　Article 15 When the affiliated shareholder does not voluntarily withdraw, the chairman presiding the meeting shall request the affiliated shareholder to return

　　If the chairman needs to withdraw, other directors should request the chairman and other related shareholders to withdraw;

　　Any shareholder who evades has the right to request the associated shareholder to evade.

　　Article 16 The resolutions of the company’s general meeting of shareholders on proposals or matters involving connected transactions must be approved by

　　Only if more than half of non-related shareholders with voting rights pass it, it is valid.

　　Article 17 When a company’s affiliates sign an agreement involving affiliated transactions with the company, they shall take necessary responses.

　　Avoidance measures:

　　(1) Any individual can only sign an agreement on behalf of one party;

　　(2) Related parties shall not interfere with the company's decision in any way;

　　(3) Avoidance measures that should be taken in accordance with relevant national laws, regulations and the "Articles of Association".

　　Chapter 5 Principles to be followed by the board of directors in connected transactions

　　Article 18 The individual directors or other enterprises in which they serve are directly or indirectly related to the company’s existing or

　　When the contract, transaction, and arrangement in the plan of the employer are related (except the employment contract), regardless of the relevant matters

　　Under normal circumstances, whether the approval of the board of directors is required, the nature of the relationship should be disclosed to the board of directors as soon as possible

　　And degree.

　　Unless related directors have disclosed to the board of directors in accordance with the requirements of the preceding paragraph of this article, and the board of directors

　　The matter was approved at a meeting where the director was not included in the quorum and the director did not participate in the voting.

　　The company has the right to cancel the above-mentioned related contract, transaction or arrangement, but in the case that the other party is a bona fide third party

　　Except under circumstances.

　　Article 19 If there are related directors in the company for the first time to consider entering into relevant contracts, transactions, and security

　　The board of directors shall be notified in writing in advance, stating that due to the contents listed in the notice, the company’s future contracts,

　　If the transaction or arrangement has an interest relationship with it, within the scope stated in the notice, the related director shall be deemed

　　Made the disclosure required by Article 18.

　　Article 20 The board of directors shall, in accordance with the provisions of this system, make

　　Whether the relevant matter constitutes a related party transaction to make a judgment, if the board of directors judges, it is proposed to be submitted to the board of directors or shareholders

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　　The relevant matters considered at the meeting constitute connected transactions, the board of directors shall notify the connected shareholders in writing, and shall clearly inform them

　　The affiliated shareholder shall vote on the affiliated transaction in accordance with the provisions of this system. For major affiliated transactions, the director

　　The board should solicit opinions from small and medium shareholders.

　　Article 21 When the proposals or matters considered by the board of directors involve related directors, they shall be

　　According to the provisions of laws and regulations, related directors can attend board meetings and can clarify to the board of directors

　　His views, but he should not participate in voting on the proposal or matter. When considering related-party transactions, non-

　　Related directors shall not entrust related directors to attend on their behalf; related directors shall not accept the entrustment of non-related directors.

　　The related directors mentioned in the preceding paragraph include the following directors or directors with one of the following circumstances:

　　(1) Being the counterparty of the transaction;

　　(2) Having direct or indirect control of the counterparty;

　　(3) Serving in the counterparty of the transaction, or in the legal entity or its unit that can directly or indirectly control the counterparty of the transaction

　　Serving in other organizations, legal entities or other organizations directly or indirectly controlled by the counterparty;

　　(4) Close family members of the counterparty or its direct or indirect controller (specific scope

　　(See Article 6 Item 4 of these Rules);

　　(5) Relations between directors, supervisors or senior managers of the counterparty or its direct or indirect controllers

　　Close family members (see Article 6 Item 4 for the specific scope);

　　(6) Reasons identified by the China Securities Regulatory Commission, the National Small and Medium-sized Enterprise Share Transfer System Co., Ltd. or the company

　　Those whose independent business judgment may be affected by other reasons.

　　Article 22 The resolutions made by the board of directors on proposals or matters related to the directors must be approved by

　　Only if more than half of the non-associated directors pass it, it is valid. If the board of directors has less than three persons after the related directors have evaded, the public

　　The company shall submit such transactions to the company’s general meeting of shareholders for deliberation.

　　Article 23 The board of directors of the company shall judge whether the related party transaction is beneficial to the company based on objective standards.

　　When necessary, professional appraisers and independent financial consultants shall be hired.

　　Article 24 When the company’s board of directors deliberates on related-party transactions, the directors shall attend in person or entrust them

　　Its directors attended the meeting on behalf of others, but the power of attorney should state the agent’s name, agency matters and authority, and valid period.

　　And signed by the client.

　　Chapter VI Principles to be followed by the Board of Supervisors in Related Party Transactions

　　Article 25. Individual supervisors or other enterprises in which they serve are directly or indirectly related to the company’s existing

　　Or when the contract, transaction, or arrangement in the plan is related (except the employment contract), regardless of the relevant matters

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　　Under normal circumstances, whether the board of directors’ approval is required, the nature of the relationship should be disclosed to the board of directors as soon as possible.

　　Quality and degree.

　　Article 26. When a proposal or matter deliberated by the board of supervisors involves related supervisors, it shall be in accordance with the law.

　　According to laws and regulations, related supervisors can attend meetings of the board of supervisors, and can clarify to the board of supervisors

　　His views, but he should not participate in voting on the proposal or matter. Supervisors who did not attend the meeting of the board of supervisors

　　Supervisors who are related parties shall not authorize other supervisors to vote on behalf of the proposal or matter. Related Supervisors

　　May accept the authorization of non-associated supervisors.

　　Article 27 The board of supervisors shall exercise supervisory powers over the company’s related transactions in accordance with its duties to ensure

　　The transaction is fair, just and open; the board of supervisors makes resolutions on proposals or matters related to the supervisors,

　　It is valid only if approved by more than half of the non-related supervisors.

　　Article 28 When the company’s board of supervisors votes on connected transactions, interested parties fall under the following circumstances:

　　If it is in shape, it shall not participate in voting:

　　(1) Related party transactions related to the personal interests of supervisors;

　　(2) Where an individual supervisor holds a post in an affiliated company or holds a controlling stake in an affiliated company, the affiliated company and the company

　　Related party transactions of the company;

　　(3) It should be avoided in accordance with relevant national laws, regulations and the company's articles of association.

　　Article 29 When the board of supervisors deliberates on related-party transactions, at least two-thirds of the supervisors shall participate.

　　Supervisor's opinion on the related party transaction