Yunnan Copper Co.Ltd(000878) management measures for related party transactions (revised at the 27th meeting of the eighth board of directors and the 24th Meeting of the eighth board of supervisors on December 14, 2021, which shall be submitted to the fifth extraordinary general meeting of shareholders of the company in 2021 for deliberation and revision)
Chapter I General Provisions
Article 1 in order to regulate the connected transactions of Yunnan Copper Co.Ltd(000878) (hereinafter referred to as “the company”), ensure that the connected transactions of the company comply with the principles of fairness, impartiality and openness, and ensure that the connected transactions do not damage the legitimate rights and interests of the company and non connected shareholders, 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 “Listing Rules”), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the Yunnan Copper Co.Ltd(000878) articles of Association (hereinafter referred to as the “articles of association”), and in combination with the actual situation of the company, these measures are hereby formulated.
Article 2 the provisions of these Measures shall apply to the company and its wholly-owned subsidiaries and holding subsidiaries included in the company’s consolidated accounting statements.
Article 3 related party transactions between the company and related parties shall comply with the relevant provisions of these measures in addition to the provisions of relevant laws, regulations, normative documents and the articles of association.
Article 4 the company’s connected transactions shall follow the following basic principles:
(i) Comply with the principles of good faith, voluntariness and equality;
（2） Comply with the principles of fairness, openness and fairness;
（3） The principle of not damaging the legitimate rights and interests of the company and non affiliated shareholders;
（4） If a related party enjoys the voting right of the general meeting of shareholders, it shall abstain from voting; (5) the board of directors of the company shall judge whether the related party transaction is beneficial to the company according to objective criteria, and shall employ professional appraisers or independent financial consultants when necessary. Chapter II related party transactions
Article 5 connected transactions refer to the transfer of resources or obligations between the company or its holding subsidiaries and the company’s connected persons, including but not limited to:
(i) Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.);
（3） Provide financial assistance;
（4） Provide guarantee;
（5） Leased in or leased out assets;
（6） Signing management contracts (including entrusted operation, entrusted operation, etc.); (7) donating or receiving assets;
（8） Creditor’s rights or debt restructuring;
（9） Transfer of research and development projects;
（10） Sign the license agreement;
（11） Purchase of raw materials, fuel and power;
（12） Selling products and commodities;
（13） Providing or receiving labor services;
（14） Entrusted or entrusted sales;
（15） Deposits and loans in the financial company of related parties;
（16） Joint investment by related parties;
（17） Other matters that may cause the transfer of resources or obligations through agreement; (XVIII) other matters considered by CSRC or Shenzhen Stock Exchange to be related party transactions.
Article 6 the company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries; The company shall take effective measures to prevent related parties from occupying or transferring the company’s funds, assets and other resources in various forms.
Chapter III related persons and related relationships
Article 7 the affiliated persons of the company include affiliated legal persons and affiliated natural persons
Article 8 a legal person or other organization under any of the following circumstances shall be an affiliated legal person of the company:
(i) 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 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 the company’s affiliated natural persons, or where the affiliated natural persons act as directors and senior managers;
（4） Legal persons or other organizations holding more than 5% of the company’s shares and persons acting in concert;
（5） China Securities Regulatory Commission, Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) or other legal persons or other organizations recognized by the company according to the principle of substance over form that have special relationship with the company and may or have caused the company to favor its interests.
If the company and the legal person listed in Item (2) of this article are controlled by the same state-owned assets management institution and form the situation described in Item (2) of this article, it does not constitute an affiliated relationship, except that the chairman, general manager or more than half of the directors of the legal person belong to the directors, supervisors and senior managers of the company.
Article 9 a natural person under any of the following circumstances shall be an affiliated natural person of the company:
(i) 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 (2) of Article 8 of the system;
（4） Close family members of the persons mentioned in items (I) and (II) 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 and having special relationship with the company, which may lead to the preference of the company’s interests.
Article 10 a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(i) Due to signing an agreement or making an arrangement with the company or its affiliates, after the agreement or arrangement takes effect or within the next 12 months, it has one of the circumstances specified in Article 10 or 11 of these measures;
（2） In the past 12 months, it has been under one of the circumstances specified in Article 10 or 11.
Article 11 the directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert and actual controllers of the company shall timely inform the company of the related persons with whom they have a related relationship.
The company shall timely report the information of the above related persons to Shenzhen stock exchange for filing.
Chapter IV decision making procedures for connected transactions
Article 12 deliberation procedures of the general manager’s office meeting:
The following connected transactions shall be submitted by the company to Shenzhen stock exchange for filing after being deliberated and approved by the general manager’s office meeting of the company:
(i) Related party transactions with a transaction amount of less than 300000 yuan between the company and related natural persons;
（2） The amount of transactions between the company and related legal persons is less than 3 million yuan and less than 0.5% of the absolute value of the company’s latest audited net assets. Article 13 deliberation procedures of the board of directors and the board of supervisors
Related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan, and related party transactions between the company and related legal persons 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 after deliberation by the board of directors and the board of supervisors.
Article 14 when the board of directors of the company deliberates on related party transactions, related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. The meeting of the board of directors can be held only if more than half of the non affiliated 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 affiliated directors. If the number of non affiliated directors attending the board of directors is less than three, the listed company shall submit the transaction to the general meeting of shareholders for deliberation. The affiliated directors mentioned in the preceding paragraph include the following directors or directors under any of the following circumstances:
(i) Counterparty;
（2） 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 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） Persons identified by the CSRC, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
Article 15 when the board of Directors considers related party transactions, the directors shall make a clear judgment on the necessity, fairness, true intention and impact on the listed company of the related party transactions, and pay special attention to the pricing policies and basis of the transactions, including the fairness of the assessed value, the relationship between the transaction price of the transaction object and the book value or the assessed value, etc, Strictly abide by the avoidance system of connected directors, and prevent the use of connected transactions to regulate profits, transfer interests to connected persons and damage the legitimate rights and interests of the company and minority shareholders.
Article 16 deliberation procedures of the general meeting of shareholders
Related party transactions between the company and related parties 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 be implemented after being submitted to the board of directors and the board of supervisors for deliberation and approval, and then submitted to the general meeting of shareholders for approval.
Article 17 when the general meeting of shareholders deliberates on related party transactions, the following shareholders shall withdraw from voting:
(i) 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 natural person as the counterparty;
（5） Serving in the counterparty, or in the legal entity that can directly or indirectly control the counterparty, or in the legal entity directly or indirectly controlled by the counterparty (applicable to those whose shareholders are natural persons);
（6） The voting right is restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
（7） Legal person or natural person recognized by CSRC or Shenzhen stock exchange that may cause the company to favor its interests.
When the general meeting of shareholders votes on connected transactions, connected shareholders shall not participate in the voting, and the number of voting shares they represent shall not be included in the total number of effective votes; Such voting matters shall be valid only if they are approved by more than half of the voting shares held by non affiliated shareholders attending the shareholders’ meeting except affiliated shareholders. The announcement of the resolution of the shareholders’ meeting shall fully disclose the voting situation of non affiliated shareholders.
Article 18 any guarantee provided by the company for related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors and the board of supervisors.
Article 19 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 20 and 21 according to the principle of cumulative calculation: (I) transactions with the same connected person;
（2） Transactions with different connected persons related to the same transaction object. The above-mentioned same connected persons include other connected persons who are controlled by the same subject or have equity control relationship with each other. Those who have performed relevant obligations in accordance with the above provisions will not be included in the relevant cumulative calculation scope\“
Article 20 in addition to timely disclosure of related party transactions decided by the general meeting of shareholders, the company shall also employ intermediaries qualified to perform securities and futures related businesses to evaluate or audit the transaction targets in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange.
Article 21 when the company enters into the following related party transactions with related parties, it may be exempted from performing relevant obligations in the form of related party transactions:
(i) One party subscribes in cash for shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
（2） One party, as a member of the underwriting syndicate, underwrites shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party; (3) one party receives dividends, bonuses or remuneration in accordance with the resolutions of the general meeting of shareholders of the other party;
（4） Other transactions recognized by Shenzhen Stock Exchange
In case of related party transactions between the company and related parties due to public bidding, public auction and other acts, the company may apply to Shenzhen stock exchange for exemption from performing relevant obligations in accordance with the provisions of this chapter.
Article 22 general procedures for approval and implementation of related party transactions of the company
(i) The functional department of the company shall propose a proposal for the single connected transaction to be carried out by the company, which shall be submitted to the securities department after being reviewed by the leader in charge and performing the review procedures in accordance with the measures for the administration of Yunnan Copper Co.Ltd(000878) decision-making authority, and the securities department shall submit it to the board of directors, the board of supervisors and the general meeting of shareholders for review in accordance with Articles 18 and 19. The company’s functional departments shall put forward proposals for the single connected transaction to be carried out by the company’s affiliated enterprises after reporting to the centralized functional departments of the headquarters for summary, and perform the follow-up procedures in accordance with the provisions of this article.
（2） The financial assets department shall take the lead in initiating the annual forecast of daily connected transactions (including annual additions) to be carried out by the company, and all affiliated enterprises of the company shall submit the forecast of daily connected transactions to the centralized Department of the headquarters (the daily related party transactions of the centralized Department of the Department can be directly submitted by the Department), the financial assets department and the securities department shall review, the financial assets department shall summarize and submit them to the securities department after performing the review procedures in accordance with the measures for the administration of Yunnan Copper Co.Ltd(000878) decision-making authority, and the securities department shall submit them to the board of directors, the board of supervisors and the general meeting of shareholders for review in accordance with Articles 18 and 19.
Chapter V disclosure of connected transactions
Article 23 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be disclosed in a timely manner.
The company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Article 24 related party transactions between a listed company and an associated legal person 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 shall be disclosed in a timely manner.
Article 25 when disclosing related party transactions, the company shall submit the following documents to Shenzhen Stock Exchange:
(i) Announcement documents;
（2） An agreement or letter of intent relating to the transaction;
（3） Resolutions of the board of directors, opinions of independent directors and announcement of resolutions of the board of directors (if applicable);
（4） Government approvals involved in the transaction (if applicable);
（5） Reports issued by intermediaries (if applicable);
（6） Other documents required by SZSE.
Article 26 the announcement of connected transactions disclosed by the company shall include the following contents:
(i) Overview of the transaction and basic information of the subject matter of the transaction;
（2） Prior approval and independent opinions of independent directors; (III) voting of the board of directors (if applicable);
（4） Of the parties to the transaction
