4d ago
[Temporary Announcement] Century Digital: Related Transaction Management System (Applicable after listing on Beijing Stock Exchange)
Announcement number: 2026-065
Securities code: 874360 Securities abbreviation: Century Digital Sponsoring broker: Orient Securities
Zhengzhou New Century Digital Technology Co., Ltd. Related Transaction Management System (Beijing
Applicable after listing on the stock exchange)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Review and voting status
This system was reviewed and approved at the 13th meeting of the company’s fourth board of directors on September 15, 2026. It still needs to be submitted to the shareholders' meeting for review.
2. List the main contents of the system in chapters
Zhengzhou New Century Digital Technology Co., Ltd.
Related party transaction management system
(Applicable after listing on Beijing Stock Exchange)
Chapter 1 General Provisions
Article 1 In order to further standardize the management of related transactions of Zhengzhou New Century Digital Technology Co., Ltd. (hereinafter referred to as the "Company"), clarify the decision-making procedures and management responsibilities and division of labor of related transactions, safeguard the legitimate interests of the company, the company's shareholders and creditors, and ensure that the related transaction contracts entered into between the company and related parties comply with the principles of fairness, justice and openness, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Beijing Stock Exchange Stock Listing Rules (hereinafter referred to as the "Listing Rules"), and the Guidelines for the Continuous Supervision of Listed Companies of the Beijing Stock Exchange Article 1 No. 15 - Transactions and Related Transactions" and the "Articles of Association of Zhengzhou New Century Digital Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), this system is formulated.
Article 2 Related transactions refer to transactions between the company, its controlled subsidiaries and other entities and related parties, as well as matters that occur within the scope of daily operations that may lead to the transfer of resources or obligations.
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When transactions occur between the company and its subsidiaries within the scope of its consolidated statements, the relevant responsible persons should carefully determine whether it constitutes a related transaction. If it constitutes a related party transaction, the approval and reporting obligations shall be fulfilled within their respective authority.
Article 3 The company should take effective measures to prevent related parties from intervening in the company's operations and harming the company's interests by monopolizing procurement and sales business channels.
Related party transactions should have commercial substance and prices should be fair, and in principle should not deviate from the prices or charging standards of independent third parties in the market and other transaction conditions. The company and its related parties shall not use related transactions to convey interests or adjust profits, and shall not conceal related relationships in any way.
Article 4 Related transactions between the company and related parties should be signed in writing, and should follow the principles of equality, voluntariness, and compensation of equal value. The content of the agreement should be clear, specific, and enforceable.
The company shall take effective measures to prevent shareholders and their related parties from occupying or transferring the company's funds, assets and other resources in various forms.
Chapter 2 Identification of Related Parties and Related Transactions
Article 5 Related relationships refer to the relationships between a company’s controlling shareholders, actual controllers, directors, and senior managers and the companies they directly or indirectly control, as well as other relationships that may lead to the transfer of the company’s interests.
Article 6 The company's related parties and related relationships include situations identified by the Company Law, Listing Rules and other laws and regulations and the business rules of the Beijing Stock Exchange, as well as situations identified by the company based on the principle of substance over form.
Article 7 Related parties of a company include related legal persons and related natural persons.
Article 8 A legal person or other organization that falls under any of the following circumstances shall be an affiliated legal person of the company:
(1) Legal persons or other organizations that directly or indirectly control the company;
(2) Legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the legal persons mentioned in the preceding paragraph;
(3) Legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by natural persons related to the company, or serve as directors (excluding independent directors who are both parties) or senior managers;
(4) Legal persons or other organizations that directly or indirectly hold more than 5% of the company’s shares;
(5) One of the above situations has existed in the past 12 months or in the next 12 months according to relevant agreements;
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(6) Other legal persons or other organizations determined by the China Securities Regulatory Commission, the Beijing Stock Exchange or the company based on the principle of substance over form to have a special relationship with the company and that may or have caused the company to tilt its interests.
If a company and a legal person listed in Item (2) of this Article are controlled by the same state-owned assets management institution, no related relationship will be formed, except where the chairman, general manager, or more than half of the directors of the legal person or other organization concurrently serve as directors or senior managers of the company.
Article 9 A natural person who meets 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) Directors and senior managers of the company;
(3) Directors, supervisors, and senior managers of legal persons that directly or indirectly control the company;
(4) Close family members of the persons mentioned in items (1) and (2) of this article, including spouses, parents, children over the age of 18 and their spouses, brothers and sisters and their spouses, spouse’s parents, brothers and sisters, and children’s spouse’s parents;
(5) One of the above situations has existed in the past 12 months or in the next 12 months according to relevant agreements;
(6) Other natural persons who have a special relationship with the company and may or have caused the company to favor its interests as determined by the China Securities Regulatory Commission, the Beijing Stock Exchange or the company based on the principle of substance over form.
Article 10 The company’s directors, senior managers, shareholders holding more than 5% of the shares, and persons acting in concert and actual controllers shall promptly inform the company of the related parties with which they have related relationships. The company should establish and timely update the list of related parties to ensure that the list of related parties is true, accurate and complete.
Article 11 A company’s related transactions refer to the following transactions between the company or its controlled subsidiaries and other entities and the company’s related parties and matters that may result in the transfer of resources or obligations within the scope of daily operations, including:
(1) Purchase or sell assets;
(2) External investment (including entrusted financial management, investment in subsidiaries, etc., excluding the establishment or capital increase of wholly-owned subsidiaries);
(3) Providing guarantees (i.e. guarantees provided by the company to others, including guarantees to its holding subsidiaries);
(4) Provide financial assistance;
(5) Lease or lease assets;
(6) Signing management contracts (including entrusted operation, entrusted operation, etc.);
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(7) Donating or receiving donated assets;
(8) Creditor's rights or debt restructuring;
(9) Transfer of research and development projects;
(10) Sign a license agreement;
(11) Waiver of rights;
(12) Purchase raw materials, fuel, and power;
(13) Selling products and commodities;
(14) Providing or accepting labor services;
(15) Entrusted or entrusted sales;
(16) Joint investment by related parties;
(17) Other matters that may result in the transfer of resources or obligations through agreement as determined by the China Securities Regulatory Commission and the Beijing Stock Exchange in accordance with the principle of substance over form.
Article 12 The company shall standardize the review procedures in accordance with the requirements for avoidance of voting on related-party transactions stipulated in laws and regulations, the business rules of the Beijing Stock Exchange and the Articles of Association, and disclose the voting status of related-party transactions and the implementation of the voting rights avoidance system in the announcement of resolutions of the board of directors and shareholders' meeting.
Chapter 3 Decision-making authority for related-party transactions
Article 13 Daily related transactions refer to transactions related to daily operations such as purchasing raw materials, fuel, power, selling products and commodities, providing or accepting labor services, etc. that occur between the company and related parties. For daily related transactions that occur with related parties every year, the company can reasonably estimate the annual amount of daily related transactions by category, and apply the relevant provisions of this chapter based on the estimated amounts and submit them to the board of directors or shareholders' meeting for review. For related-party transactions within the expected range, the company should classify them in the annual report and interim report, list the execution status and explain the fairness of the transaction. If the actual execution exceeds the estimated amount, the company shall re-perform the review process and disclose the excess amount.
Article 14 If the transactions between the company and related parties (excluding the provision of guarantees) meet one of the following standards, they shall be disclosed in a timely manner after review by the board of directors:
(1) Related transactions between the company and related natural persons with a transaction amount of more than 300,000 yuan;
(2) The transaction amount with related legal persons accounts for more than 0.2% of the company's latest audited total assets, and exceeds 3 million yuan.
Related party transactions that do not meet the above standards shall be reviewed and approved by the chairman; however, if the chairman is responsible for a certain
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If a related party is involved in a related-party transaction, the related-party transaction shall be submitted to the board of directors for review and approval.
Article 15 If the transaction amount between the company and its related parties (excluding the provision of guarantees) accounts for more than 2% of the company's latest audited total assets and exceeds 30 million yuan, an evaluation report or audit report shall be provided in accordance with the relevant provisions of the Articles of Association and the Listing Rules and submitted to the shareholders' meeting for review.
Transactions between a company and related parties that occur under any of the following circumstances are exempt from audit or evaluation:
(1) Related transactions related to daily operations;
(2) All parties including related parties make capital contributions in cash, and the equity ratio of each party in the invested entity is determined based on the capital contribution ratio;
(3) Other circumstances specified by the Beijing Stock Exchange.
Although related transactions do not meet the standards stipulated in the first paragraph of this article, if the Beijing Stock Exchange deems it necessary, the company shall disclose the audit or evaluation report in accordance with the provisions of the first paragraph.
Article 16 The company shall apply the review procedures specified in this chapter to the following transactions based on the principle of cumulative calculation within 12 consecutive months:
(1) Transactions with the same related party;
(2) Transactions related to the categories of transaction objects with different related parties.
The same related party mentioned above includes legal persons or other organizations that are controlled by the same actual controller or have an equity control relationship with the related party, or have the same natural person as director or senior manager.
Those who have fulfilled relevant obligations in accordance with the provisions of this chapter will no longer be included in the cumulative calculation scope.
Article 17 The company's related-party transactions that meet the disclosure standards shall be reviewed by a special meeting of independent directors. After approval by more than half of all independent directors, they shall be submitted to the board of directors for review and disclosure in a timely manner.
Article 18 When a company conducts the following transactions with related parties, it may be exempted from submission to the shareholders' meeting for review in accordance with the provisions of this chapter:
(1) One party participates in the other party’s public bidding or auction, except where it is difficult to reach a fair price through the bidding or auction;
(2) Transactions in which the company obtains unilateral benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and funding, etc.;
(3) The pricing of related-party transactions is stipulated by the state;
(4) The related party provides funds to the company, and the interest rate is not higher than the benchmark loan interest rate for the same period stipulated by the People's Bank of China, and the company has no corresponding guarantee for this financial assistance;
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(5) The company provides products and services to directors and senior managers on the same transaction terms as non-related parties.
Article 19 When a company conducts the following transactions with related parties, it may be exempted from review and disclosure as related transactions:
(1) One party subscribes in cash for stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives issued by the other party to an unspecified object;
(2) One party serves as a member of the underwriting syndicate to underwrite stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives issued by the other party to unspecified objects;
(3) One party receives dividends, bonuses or remuneration in accordance with the resolution of the other party’s shareholders’ meeting;
(4) Other transactions recognized by the China Securities Regulatory Commission and Beijing Stock Exchange.
Article 20 If a company provides guarantees to related parties, it shall have reasonable business logic, disclose it in a timely manner after deliberation and approval by the board of directors, and submit it to the shareholders' meeting for review.
If the company provides guarantees for its controlling shareholder, actual controller and its related parties, the controlling shareholder, actual controller and its related parties shall provide counter-guarantee.
If the company causes the guaranteed party to become a related party of the company due to a transaction, when implementing the transaction or related transaction, it shall perform corresponding review procedures and information disclosure obligations for the existing related guarantees.
If the board of directors or shareholders' meeting fails to review and approve the related guarantee matters specified in the preceding paragraph, the parties to the transaction shall take effective measures such as early termination of the guarantee.
Chapter 4 Review Procedure for Related Party Transactions
Article 21 When reviewing related party transactions, the company shall:
(1) Understand the true status of the transaction object in detail, including the operational status and profitability of the transaction object, whether there are rights defects such as mortgages and freezes, and legal disputes such as litigation and arbitration;
(2) Understand in detail the integrity record, credit status, performance ability, etc. of the counterparty, and select the counterparty prudently;
(3) Determine the transaction price based on sufficient pricing basis;
(4) When the company deems it necessary, it will hire an intermediary agency to audit or evaluate the transaction target.
Article 22 The company shall not review and make decisions on related party transactions under any of the following circumstances:
(1) The status of the transaction subject matter is unclear;
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(2) The transaction price has not been determined;
(3) The situation of the counterparty is unclear;
(4) This transaction causes or may cause the company to provide guarantees for related parties in violation of regulations;
(5) Other circumstances that result or may result in the company's interests being misappropriated by related parties as a result of this transaction. When reviewing related-party transactions, directors should make clear judgments on the necessity, fairness, true intention, and impact of related-party transactions on the company. They should pay special attention to the pricing policy and pricing basis of the transaction, including the fairness of the evaluated value, the relationship between the transaction price of the transaction object and the book value or evaluated value, etc., and strictly abide by the related-director avoidance system to prevent the use of related-party transactions to regulate profits, transfer benefits to related parties, and damage the legitimate rights and interests of the company and small and medium-sized shareholders.
Article 23 When the company's board of directors considers related party transactions, related directors shall abstain from voting and shall not exercise voting rights on behalf of other directors. When the company convenes a board of directors to review related party transactions, the convener of the meeting should remind the related directors to abstain from voting before voting at the meeting; if the related directors do not take the initiative to declare and recuse themselves, directors who are aware of the situation should require the related directors to recuse themselves. The board meeting can be held if more than half of the non-related directors are present, and resolutions made at the board meeting must be passed by more than half of the non-related directors. If the number of non-related directors present at the board of directors is less than three, the company shall submit the transaction to the shareholders' meeting for review.
Article 24 The related directors referred to in the preceding article include the following directors or directors who have one of the following circumstances:
(1) Be the counterparty;
(2) Served in the counterparty of the transaction, or in a legal person or other organization that can directly or indirectly control the counterparty, or a legal person or other organization directly or indirectly controlled by the counterparty;
(3) Having direct or indirect control over the counterparty;
(4) Close family members of the counterparty or its direct or indirect controller;
(5) Close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controller;
(6) Directors whose independent business judgment may be affected due to other reasons determined by the China Securities Regulatory Commission, Beijing Stock Exchange or the company.
Article 25 The procedures for the shareholders’ meeting to review related transactions are as follows:
(1) If the matter to be considered by the shareholders’ meeting is related to a shareholder, the shareholder shall disclose the related relationship to the board of directors before the shareholders’ meeting;
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(2) When the shareholders' meeting is reviewing related transactions, the host of the meeting announces the related shareholders and explains the relationship between the related shareholders and the transaction;
(3) If a shareholder does not take the initiative to explain the related relationship and recuse himself, other shareholders may ask him to explain the situation and recuse himself. The host of the meeting shall review whether the shareholder is a related shareholder and whether he should recuse himself in accordance with relevant regulations;
(4) The related shareholders who should be withdrawn can participate in the review of the related transactions involved, and can provide explanations and explanations to the shareholders' meeting on whether the related transactions are fair, legal and the reasons for their occurrence, but the related shareholders have no right to vote on this matter;
(5) The host of the meeting announces that related shareholders will withdraw, and non-related shareholders will vote on related transaction matters, and announces the number of non-related shareholders and agents present at the meeting and the total number of shares with voting rights held;
(6) The shareholders' meeting will form a resolution on related matters. If it is an ordinary resolution matter stipulated in the Articles of Association, it must be passed by more than half of the voting rights held by non-related shareholders attending the shareholders' meeting; if it is a special resolution matter stipulated in the "Company Articles", it must be passed by more than two-thirds of the voting rights held by non-related shareholders attending the shareholders' meeting.
(7) After the shareholders' meeting, if other shareholders discover that a related shareholder participated in voting on related transactions, or if the shareholder has objections to whether avoidance should be applied, they have the right to file a lawsuit with the People's Court on the relevant resolutions in accordance with the relevant provisions of the Articles of Association.
Article 26 The related shareholders referred to in the preceding article include the following shareholders or shareholders with one of the following circumstances:
(1) Counterparty;
(2) Having direct or indirect control over the counterparty;
(3) Directly or indirectly controlled by the counterparty;
(4) Directly or indirectly controlled by the same legal person or other organization or natural person as the counterparty;
(5) Served in the counterparty of the transaction, or in a legal person or other organization that can directly or indirectly control the counterparty, or a legal person or other organization directly or indirectly controlled by the counterparty;
(6) Close family members of the transaction counterparty and its direct and indirect controllers;
(7) Its voting rights are restricted or affected due to the existence of an unfulfilled equity transfer agreement or other agreement with the counterparty or its affiliates;
(8) Shareholders identified by the China Securities Regulatory Commission or the Beijing Stock Exchange as being likely to cause the company to favor their interests.
Article 27 The company and its directors, senior managers, controlling shareholders, actual controllers and their control
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If a transaction occurs with an enterprise and the company's interests are harmed due to unfair pricing of the related transaction or other circumstances, the relevant directors, senior managers or controlling shareholders or actual controllers should compensate the company within a reasonable period to eliminate the impact.
Article 28 If a company jointly invests with a related party, increases or decreases capital in a jointly invested enterprise, or forms a joint investment with a related party or increases its investment share by increasing capital or purchasing investment shares from non-related parties, the amount of the company's investment, capital increase, capital reduction, or purchase of investment shares shall be submitted to the board of directors or shareholders' meeting for review and disclosure according to relevant standards applicable to the company's investment, capital increase, capital reduction, or purchase of investment shares.
The amount of investment, capital increase and purchase of investment shares mentioned in the preceding paragraph includes the amount of paid-in capital contribution and the amount of subscribed capital contribution.
Article 29 The company shall not provide financial assistance to related parties, except when it provides financial assistance to related joint-stock companies (excluding entities controlled by the company's controlling shareholder or actual controller), and other shareholders of the joint-stock company provide financial assistance under the same conditions in proportion to their capital contribution.
If the company provides financial assistance to an affiliated company specified in the preceding paragraph, it must be reviewed and approved by more than half of all non-associated directors and more than two-thirds of the non-associated directors present at the board meeting, and submitted to the shareholders' meeting for review.
Chapter 5 Supplementary Provisions
Article 30 In this system, "above" includes the original number; "more than" does not include the original number.
Article 31 Matters not covered in this system shall be implemented in accordance with the relevant provisions of the relevant national laws, regulations, the regulatory rules of the Beijing Stock Exchange and other normative documents; if this system conflicts with the provisions of relevant laws, regulations, regulatory rules of the Beijing Stock Exchange and other normative documents that will be updated later, the provisions of the relevant laws, regulations, regulatory rules of the Beijing Stock Exchange and other normative documents shall prevail and be modified accordingly.
Article 32 The company’s board of directors is responsible for interpreting this system.
Article 33 After this system is reviewed and approved by the shareholders' meeting, it will come into effect and be implemented from the date the company publicly issues shares to unspecified qualified investors and is listed on the Beijing Stock Exchange.
Board of Directors of Zhengzhou New Century Digital Technology Co., Ltd.
September 16, 2026