Inner Mongolia Dazhong Mining Co.Ltd(001203)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to regulate the related party transactions between the company and its related parties, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) This management system is hereby formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and connected transactions and other relevant laws and regulations and the provisions of Inner Mongolia Dazhong Mining Co.Ltd(001203) articles of association.
Article 2 the related party transactions of the company shall follow the principles of integrity, equality, voluntariness, openness, fairness and fairness, and shall not harm the interests of the company and all shareholders.
Article 3 the related parties of the controlling shareholders and actual controllers shall not affect the financial independence, asset integrity and institutional independence of the company, and shall not occupy the funds of the company.
Article 4 the directors, supervisors and senior managers of the company are obliged to pay attention to the related party transactions of the company. The independent directors and supervisors of the company shall check the transactions between the company and related parties at least once a quarter to find out whether the company has been occupied or transferred by related parties. In case of any abnormality, they shall timely request the board of directors to take corresponding measures.
Chapter II related parties and related transactions
Article 5 affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
(I) the legal person under any of the following circumstances is the company’s affiliated legal person (or other organization) (or other organization):
1. A legal person (or other organization) that directly or indirectly controls the company;
2. Legal persons (or other organizations) other than the company and its holding subsidiaries directly or indirectly controlled by the legal persons (or other organizations) 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 the company’s affiliated natural persons, or serve as directors (excluding independent directors and senior managers of both parties);
4. Legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert;
5. China Securities Regulatory Commission, Shenzhen Stock Exchange or other legal persons (or other organizations) identified by the company according to the principle of substance over form that have a special relationship with the company and may cause the company to favor its interests.
(II) a natural person under any of the following circumstances shall be an affiliated natural person of the company:
1. Natural persons who directly or indirectly hold more than 5% of the shares of the company;
2. Directors, supervisors and senior managers of the company;
3. Directors, supervisors and senior managers of the legal persons listed in Item 1 of “I” above;
4. Close family members of the persons mentioned in Items 1 and 2 of this article, including spouses, parents and parents of spouses, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of spouses and parents of children’s spouses;
5. China Securities Regulatory Commission, Shenzhen Stock Exchange or other natural persons identified by the company according to the principle of substance over form as having special relationship with the company, which may cause the company to favor its interests.
Article 6 a legal person (or other organization) or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) one of the situations listed in “1” or “2” of Article 4 above occurs after the agreement or arrangement takes effect or within the next 12 months due to the signing of an agreement or arrangement with the company or its affiliates;
(II) one of the situations specified in “1” or “2” of Article 4 has occurred in the past 12 months.
Article 7 transactions between the company and related parties refer to the transfer of resources or obligations between the company or its holding subsidiaries and related parties of the company, including:
(I) purchase of assets;
(II) sale of assets;
(III) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(IV) provide financial assistance (including entrusted loans);
(V) provide guarantee (including guarantee for holding subsidiaries);
(VI) leased in or leased out assets;
(VII) entrusted or entrusted management of assets and businesses;
(VIII) donated or donated assets;
(IX) reorganization of creditor’s rights or debts;
(x) transfer or transfer of research and development projects;
（11） Sign the license agreement;
（12） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（13） Purchase of raw materials, fuel and power;
（14） Selling products and commodities;
（15） Providing or receiving labor services;
（16） Entrusted or entrusted sales;
（17） Deposit and loan business;
（18） Joint investment with related parties;
（19） Other matters that may cause the transfer of resources or obligations through agreement.
Article 8 related party transactions of subsidiaries controlled or holding more than 50% shares by the company shall be deemed as the behavior of the company.
Chapter III approval authority and decision-making procedures of connected transactions
Article 9 the following connected transactions shall be examined and approved by the general meeting of shareholders:
(I) related party transactions with an amount of more than 30 million yuan (including this amount, except for the company providing guarantees, receiving cash assets and simply reducing the company’s obligations), and accounting for more than 5% of the absolute value of the company’s latest audited net assets (including this amount);
(II) providing guarantee for related parties;
The following transactions between the company and related parties may be submitted to the general meeting of shareholders for deliberation by applying for exemption from the exchange:
1. Public bidding, public auction or listing for unspecified objects (excluding restricted methods such as bidding invitation), except those that are difficult to form a fair price;
2. Transactions in which the listed company unilaterally obtains benefits without paying consideration and without any obligations, including receiving cash assets, obtaining debt relief, etc;
3. The pricing of related party transactions shall be stipulated by the state;
4. The related parties provide funds to the listed company, the interest rate is not higher than the quoted interest rate of the loan market, and the listed company has no corresponding guarantee.
Article 10 related party transactions shall be examined and approved by the board of directors:
(I) transactions with connected natural persons with a transaction amount of more than 300000 yuan;
(II) transactions with affiliated legal persons (or other organizations) with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the latest audited net assets of the listed company.
Article 11 other related party transactions of the company shall be approved by the general manager authorized by the board of directors.
Article 12 the provisions of Articles 8, 9 and 10 shall apply to the similar related party transactions related to the transactions of the company within 12 consecutive months according to the principle of cumulative calculation.
Article 13 related party transactions with a total amount of more than 3 million yuan or more than 0.5% of the company’s recently audited net asset value to be concluded with related parties shall be submitted to the board of directors for discussion after being approved by more than half of the independent directors.
When the board of Directors considers related party transactions, independent directors shall express independent opinions.
The board of supervisors clearly expresses its opinions on whether the connected transactions that need to be approved by the board of directors or the general meeting of shareholders are fair and reasonable, and whether there is any situation that damages the legitimate rights and interests of the company and non connected shareholders.
Article 14 for the company’s major related party transactions that need to be approved by the general meeting of shareholders, the company shall hire an intermediary institution with the qualification to carry out securities and futures related business to evaluate or audit the transaction targets, except for the purchase and sale or service related party transactions related to the company’s daily operation, but if there are provisions in relevant laws, regulations or normative documents, such provisions shall prevail. The company may employ an independent financial consultant to express opinions on whether the related party transactions that need to be approved by the general meeting of shareholders are fair and reasonable to all shareholders, and issue an independent financial consultant report.
Article 15 when signing contracts, agreements or other arrangements involving related party transactions with related parties, the company shall take necessary avoidance measures:
(I) related parties shall not interfere with the company’s decision in any way;
(II) when the board of Directors considers related party transactions, related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. Affiliated directors include the following directors or directors under any of the following circumstances:
1. Counterparty;
2. Working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty, or the legal entity that can be 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 controllers;
6. Directors whose independent business judgment may be affected due to other reasons identified by the CSRC, Shenzhen Stock Exchange or the company.
(III) when the general meeting of shareholders deliberates on related party transactions, shareholders under any of the following circumstances shall withdraw from voting:
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. Work in the counterparty, or in the legal person (or other organization) that can directly or indirectly control the counterparty, or the legal person (or other organization) that is directly or indirectly controlled by the counterparty;
6. Close family members of the counterparty and its direct and indirect controllers;
7. The voting right is restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
8. Legal person or natural person identified by China Securities Regulatory Commission or Shenzhen stock exchange that may cause the company to favor its interests.
Article 16 when the board of directors of the company deliberates on related party transactions, it can be held only when more than half of the non related directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the non related directors. If the number of non affiliated directors attending the board of directors is less than three, the company shall submit the transaction to the general meeting of shareholders for deliberation. Article 17 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be included in the total number of voting shares. The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders.
When considering related party transactions, the withdrawal and voting procedures of related shareholders are as follows:
(I) if the matters deliberated at the general meeting of shareholders are related to the shareholders, the shareholders shall disclose their relationship to the board of directors of the company before the date of the general meeting of shareholders;
(II) when the general meeting of shareholders deliberates on related party transactions, the chairman of the general meeting shall announce the shareholders with related relationship, and explain and explain the related relationship between related shareholders and related party transactions;
(III) the moderator of the general meeting announces the withdrawal of related shareholders, and the non related shareholders will review and vote on related transaction matters;
(IV) resolutions on related matters must be adopted by more than half of the voting shares of non related shareholders attending the meeting;
(V) if the related shareholders fail to disclose or withdraw the related relationship on the related matters according to the above procedures, the resolution on the related matters is invalid.
Article 18 when the company conducts related party transactions related to daily operation listed in items 13 to 17 of Article 6 with related parties, it shall perform corresponding deliberation procedures in accordance with the following provisions:
(I) for the first day-to-day connected transactions, the company shall conclude a written agreement with the connected persons and submit them to the board of directors and the general meeting of shareholders for deliberation according to the amount involved in the agreement;
(II) for the daily connected transaction agreement that has been deliberated and approved by the board of directors and the general meeting of shareholders and is being implemented, if the main terms change significantly during the implementation process or the agreement needs to be renewed at the expiration of the agreement, the company shall submit the newly revised or renewed daily connected transaction agreement to the board of directors and the general meeting of shareholders for deliberation according to the amount involved in the agreement;
(III) for a large number of daily connected transactions that occur every year, the company can reasonably predict the total amount of daily connected transactions that will occur in the current year before disclosing the report of the previous year, and submit them to the board of directors or the general meeting of shareholders for deliberation according to the estimated amount. If the total amount of daily connected transactions exceeds the estimated total amount during the implementation process, the company shall resubmit it to the board of directors or the general meeting of shareholders for deliberation according to the excess amount.
Chapter IV Execution of related party transactions
Article 19 after related party transactions are approved according to the respective authorities of the board of directors and the general meeting of shareholders, the company and related parties sign relevant related party transaction agreements or contracts, which shall come into force after being signed and sealed by both parties.
Article 20 If a related party transaction agreement or contract is signed and must be modified or terminated due to changes in production and operation during the period of validity, both parties may sign a supplementary agreement or terminate the agreement, which will take effect after being confirmed by the board of directors and the general meeting of shareholders.
Article 21 the following transactions between the company and related parties may be exempted from deliberation and disclosure in the form of related party transactions:
(I) one party subscribes for shares and their derivatives, corporate bonds or corporate bonds publicly issued by the other party in cash, except that the issuing object determined in advance includes affiliates;
(II) one party acts as a member of the underwriting syndicate to underwrite the shares and their derivatives, corporate bonds or corporate bonds publicly issued by the other party;
(III) one party receives dividends, bonuses or remuneration according to the resolution of the general meeting of shareholders of the other party;
(IV) the company provides products and services to the affiliated natural persons in Items 2 to 4 of Article 4 (2) of the system on the same trading conditions as non affiliated persons;
(V) other circumstances recognized by the stock exchange.
Chapter V Information Disclosure of related party transactions
Article 22 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be disclosed in time.
Article 23 related party transactions between the company and related legal persons (or other organizations) with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets shall be disclosed in a timely manner.
Article 24 in addition to timely disclosure, the connected transactions between the company and its connected persons with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets shall also be subject to the provisions of the stock listing rules
