In order to regulate the related party transactions of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as “the company”) and protect the legitimate rights and interests of the company and minority shareholders, in accordance with the company law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as “the Listing Rules”), the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions and other laws and regulations These measures are formulated in accordance with the relevant provisions of normative documents and Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of Association (hereinafter referred to as the “articles of association”).
When dealing with related party transactions with related parties, the company shall not damage the legitimate rights and interests of the company and all shareholders of the company, especially the minority shareholders.
The company’s transactions and related party transactions shall comply with laws and regulations, shall not conceal related party relationships, and shall not evade relevant review procedures and information disclosure obligations by de associating related party transactions. The relevant transactions shall not cause or may cause the listed company to occupy the non operating funds of the controlling shareholders, actual controllers and other related parties, provide guarantees for related parties in violation of regulations, or other related parties to encroach on interests.
The affiliated persons of the company include affiliated legal persons and affiliated natural persons. These measures are not applicable to related party transactions between the company and its holding subsidiaries within the scope of merger.
A legal person or other organization under any of the following circumstances is an affiliated legal person of the company:
(I) legal persons or other organizations that directly or indirectly control the company;
(II) legal persons or other organizations other than the company and its holding subsidiaries directly or indirectly controlled by the entities listed in Item (I) of this article;
(III) legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the affiliated natural persons of the company listed in Article 5 of these measures, or serve as directors (excluding independent directors of both parties) and senior managers;
(IV) legal persons or other organizations holding more than 5% of the shares of the company and their persons acting in concert;
(V) China Securities Regulatory Commission, Shanghai Stock Exchange (hereinafter referred to as “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.
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;
(II) directors, supervisors and senior managers of the company;
(III) directors, supervisors and senior managers of the legal person listed in Item (I) of Article 4 of these measures; (IV) 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;
(V) other natural persons identified by China Securities Regulatory Commission, stock exchange or the company as having special relationship with the company according to the principle of substance over form, which may tilt the company and its interests.
A legal person, other organization or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) according to the agreement or arrangement signed with the company or its affiliates, after the agreement or arrangement takes effect or within the next 12 months, it will have one of the circumstances specified in Article 4 or Article 5 of these measures;
(II) in the past 12 months, one of the circumstances specified in Article 4 or Article 5 of these measures has been met. Related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiaries and its related parties, including but not limited to:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(IV) provide guarantee;
(V) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights and debts;
(IX) sign a license agreement;
(x) transfer or transfer of research and development projects;
（11） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（12） Purchase of raw materials, fuel and power
（13） Selling products and commodities;
（14） Providing or receiving labor services;
（15） Entrusted or entrusted sales;
（16） Deposits and loans with related party financial companies;
（17） Joint investment with related parties;
（18） Other matters identified by the stock exchange according to the principle of substance over form that may lead to the transfer of resources or obligations through agreement;
（19） Other matters that the CSRC and the stock exchange consider should be related party transactions.
The company’s directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert and actual controllers shall timely submit the list of the company’s related persons and the description of the related relationship to the company’s board of directors, and the company shall do a good job in registration management.
The audit committee of the company shall confirm the list of related persons of the company and report to the board of directors and the board of supervisors in a timely manner.
The company shall timely fill in or update the list of related persons and related relationship information of the company online through the “special area for listed companies” on the website of the stock exchange.
The information declared by the company’s affiliated natural persons includes:
(I) name and ID number;
(II) description of the relationship with the company.
The information declared by the company’s affiliated legal person includes:
(I) name and organization code of legal person;
(II) description of the relationship with the company.
The company reveals the relationship between related parties and the company layer by layer, and explains:
(I) full name and organization code of the controlling party or share holder (if any);
(II) full name and organization code of the controlled party or the invested party (if any);
(III) the proportion of the total share capital of the controlled party or the invested party held by the controller or the investor, etc.
The related party transactions (except the guarantee provided by the company) with a transaction amount of more than 300000 yuan (including the debts and expenses undertaken) between the company and the related natural person shall be disclosed in time.
The company shall not directly or indirectly provide loans to directors, supervisors and senior managers.
The amount of transactions (including debts and expenses undertaken) between the company and related legal persons (or other organizations) is more than 3 million yuan, and accounts for more than 0.5% of the absolute value of the company’s latest audited net assets (except for the guarantee provided by the company), which shall be disclosed in time.
The decision-making authority of the company’s connected transactions is divided as follows:
(I) major related party transactions (excluding guarantees provided by the company, cash assets donated by the company and debts simply exempted or exempted from the company’s obligations) with a transaction amount (including debts and expenses undertaken) 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 submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors; Where the company intends to have a major connected transaction, it shall disclose the audit or evaluation report as required.
No audit or evaluation may be conducted on the transaction targets involved in the affiliated transactions related to daily operation mentioned in Chapter VII of these measures.
(II) the related party transactions (except the guarantee provided by the company) with the related natural person with the transaction amount of more than 300000 yuan and the related party transactions with the related legal person with the 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 (except the guarantee provided by the company) shall be reviewed and approved by the board of directors.
(III) the general manager of the company has the right to decide the related party transactions that fail to meet the criteria specified in Item (II) of this article and should be considered and approved by the board of directors.
If the CSRC and the stock exchange voluntarily submit to the general meeting of shareholders for deliberation in accordance with the requirements of the principle of prudence or fail to meet the standards specified in paragraph 1 of this article, they shall perform the deliberation process or disclosure obligations in accordance with the previous provisions, and apply the requirements of relevant deliberation or evaluation.
When a company and its affiliates jointly contribute to the establishment of a company and increase or decrease capital to an enterprise jointly invested, the amount of the company’s investment, increase or decrease shall be taken as the calculation standard, and the provisions of Articles 13, 14 and 15 of these Measures shall apply.
If the company intends to give up the right of capital increase or priority assignment in the same proportion to the company jointly invested with related parties, the amount involved in the company’s waiver of the right of capital increase or priority assignment shall be the transaction amount, and the provisions of Articles 13, 14 and 15 of these measures shall apply.
If the scope of the company’s consolidated statements will be changed due to the company’s waiver of the right to increase capital or the right of preemptive transfer, the provisions of Articles 13, 14 and 15 of these Measures shall apply based on the amount of waiver and the relevant financial indicators of the company corresponding to the company’s proposed waiver of the right to increase capital or the right of preemptive transfer.
If the company’s waiver of rights does not lead to changes in the scope of the company’s consolidated statements, but the proportion of the equity of the subject decreases compared with the non waiver of rights, the provisions of Articles 13, 14 and 15 of these Measures shall be applied based on the amount of waiver and the relevant financial indicators calculated according to the proportion of changes in equity.
The company shall not provide financial assistance to the related persons specified in Articles 4, 5 and 6 of these measures, except to the related joint-stock companies not controlled by the controlling shareholders and actual controllers of the listed company, and other shareholders of the joint-stock company shall provide financial assistance under the same conditions according to the proportion of capital contribution.
If the company provides financial assistance to the affiliated joint-stock company specified in the preceding paragraph, in addition to being deliberated and approved by more than half of all non affiliated directors, it shall also be deliberated and approved by more than two-thirds of the non affiliated directors attending the board meeting and submitted to the general meeting of shareholders for deliberation.
Article 19 Where the company provides guarantee for the related parties specified in Articles 4, 5 and 6 of these measures, in addition to being deliberated and approved by more than half of all non related directors, it shall also be deliberated and approved by more than two-thirds of the non related directors attending the meeting of the board of directors and make a resolution, which shall be submitted to the general meeting of shareholders for deliberation. Where the company provides guarantee for the controlling shareholder, actual controller and their affiliates, the controlling shareholder, actual controller and their affiliates shall provide counter guarantee.
If the guaranteed party becomes an affiliate of the company due to a transaction or connected transaction, while implementing the transaction or connected transaction, the company shall perform corresponding review procedures and information disclosure obligations on the existing connected guarantee.
If the board of directors or the general meeting of shareholders fails to consider and approve the related guarantee matters specified in the preceding paragraph, all parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 20 if it is difficult for the company and its affiliates to perform the review procedures and disclosure obligations for each investment transaction due to transaction frequency and timeliness requirements, they can reasonably predict the investment scope, investment amount and period, and take the amount as the calculation standard, and the provisions of Articles 13, 14 and 15 of these Measures shall apply.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment limit.
Article 21 Where a company entrusts an associated person to sell all kinds of products and commodities produced or operated by the company, or is entrusted by an associated person to sell all kinds of products and commodities produced or operated by it, except in the case of buyout entrustment, the provisions of Articles 13, 14 and 15 of these measures may be applied according to the principal-agent fee payable or collected during the contract period.
Article 22 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 13, 14 and 15 of these measures in accordance with the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions related to the category of transaction objects conducted with different related parties.
The same related person mentioned above includes those who are directly or indirectly controlled by the same legal person or other organization or natural person, or have equity control relationship with each other.
If the decision-making procedures of the general meeting of shareholders have been performed in accordance with the cumulative calculation principle, it will not be included in the relevant cumulative calculation scope.
Article 23 Where the company intends to have a major connected transaction with a connected person, it shall be submitted to the board of directors for deliberation after the independent director gives a prior approval opinion. Before the independent director makes a judgment, the company may hire an independent financial consultant to issue a report as the basis for his judgment.
The audit committee of the company shall review the related party transactions at the same time, form written opinions, submit them to the board of directors for deliberation and report to the board of supervisors. The audit committee may employ an independent financial consultant to issue a report as the basis for its judgment.
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 affiliated directors mentioned in the preceding paragraph include the following directors or directors under any of the following circumstances:
(I) is the counterparty;
(II) having direct or indirect control over the counterparty;
(III) working 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;
(IV) close family members of the counterparty or its direct or indirect controller;
(V) close family members of directors, supervisors or senior managers of the counterparty or its direct or indirect controllers;
(VI) directors whose independent business judgment may be affected as determined by the CSRC, the stock exchange or the company based on the principle of substance over form.
The meeting of the board of directors can be held only when 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 meeting is less than 3, the company shall submit the transaction to the general meeting of shareholders for deliberation.
However, the resolution to provide guarantee for related parties shall not be effective until it is approved by more than 2 / 3 of the unrelated directors present at the meeting.
When the company’s general meeting of shareholders deliberates on related party transactions, related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders, and the number of voting shares represented by them shall not be included in the effective voting
