Article 1 in order to regulate the related party transactions of Guangxi Guiguan Electric Power Co.Ltd(600236) (hereinafter referred to as "the company"), ensure the fairness of the related party transactions of the company, ensure that the related party transactions of the company do not harm the interests of the company and all shareholders, control the risks of related party transactions, and make the related party transactions of the company comply with the principles of fairness, impartiality and openness, according to the company law of the people's Republic of China and the securities law of the people's Republic of China This management system is formulated in accordance with the provisions of relevant laws and regulations such as the code for the governance of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the guidelines for the self discipline supervision of listed companies on the Shanghai Stock exchange No. 5 - transactions and connected transactions, and the Guangxi Guiguan Electric Power Co.Ltd(600236) charter.
Article 2 the company shall follow and implement the following principles when confirming and handling the related relationship and related transactions between related parties:
1. Based on the principle of necessity, the company shall try to avoid or reduce related party transactions with related parties;
2. The principles of equality, voluntariness, equivalence and compensation; When determining the price of related party transactions, the company shall follow the principles of fairness, impartiality, openness and compensation for equal value. When necessary, the company can hire independent financial consultants or professional evaluation institutions to express opinions and reports;
3. The principle of timely disclosure. For related party transactions, the company shall fulfill the obligation of information disclosure in a timely manner in accordance with relevant regulations;
4. Avoidance principle: related directors and related shareholders shall withdraw when voting on related transactions.
Article 3 when dealing with connected transactions with connected persons, the company shall not damage the legitimate rights and interests of all shareholders, especially minority shareholders.
Article 4 the affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
Article 5 a legal person or other organization under any of the following circumstances shall be an affiliated legal person of the company:
1. Legal person (or other organization) that directly or indirectly controls the listed company; 2. Legal persons (or other organizations) other than listed companies, holding subsidiaries and other entities controlled directly or indirectly by the legal persons (or other organizations) mentioned in the preceding paragraph;
3. Legal persons (or other organizations) other than listed companies, holding subsidiaries and other entities controlled by affiliated natural persons directly or indirectly, or serving as directors (excluding independent directors of both parties) and senior managers; 4. Legal persons (or other organizations) holding more than 5% of the shares of the listed company and their persons acting in concert;
5. Other legal persons (or other organizations) identified by China Securities Regulatory Commission, Shanghai Stock Exchange or the company according to the principle of substance over form that have a special relationship with the company and may or have caused the company to favor its interests.
Article 6 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 management of the company;
3. Directors, supervisors and senior managers of legal persons (or other organizations) who directly or indirectly control the company;
4. Close family members of the persons mentioned in Items 1 and 2 of this article, including spouses, children over the age of 18 and their spouses, parents and parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children's spouses; 5. The CSRC, Shanghai Stock Exchange or other natural persons identified by the company according to the principle of substance over form as having a special relationship with the company, which may or has caused the listed company to favor its interests.
Article 7 within the past 12 months or within 12 months after the entry into force of relevant agreements or arrangements, legal persons (or other organizations) and natural persons under one of the circumstances mentioned in Articles 5 and 6 shall be affiliated persons of the listed company.
Article 8 the company's directors, supervisors, senior managers, shareholders holding more than 5% shares and their persons acting in concert and actual controllers shall timely inform the company of their relationship with the company, and the company shall report to Shanghai stock exchange for the record.
Article 9 when the board of directors of the company considers 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 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 meeting of the board of directors is less than three, the company shall submit the connected 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:
1. Be the counterparty;
2. Having direct or indirect control over the counterparty;
3. 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;
4. Close family members of the counterparty or its direct or indirect controller (see Item 4 of Article 6 for the specific scope);
5. Close family members of the directors, supervisors or senior managers of the counterparty or its direct or indirect controllers (see Item 4 of Article 6 for the specific scope);
6. Directors whose independent business judgment may be affected determined by CSRC, Shanghai Stock Exchange or the company based on the principle of substance over form.
Article 10 when the general meeting of shareholders of the company deliberates on related party transactions, related shareholders shall withdraw from voting.
The affiliated shareholders mentioned in the preceding paragraph include the following shareholders or shareholders under any of the following circumstances:
1. Be the 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 directly or indirectly controlled by the counterparty;
6. Close family members of the counterparty or its direct or indirect controller (see Item 4 of Article 6 for the specific scope);
7. Shareholders whose voting rights are restricted and affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
8. Shareholders identified by China Securities Regulatory Commission or Shanghai stock exchange that may cause the interests of the company to favor them.
Article 11 the transactions between the shareholders, the controlling parties and other affiliated companies refer to the following transactions:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
3. Provide financial assistance (including interest bearing or interest free loans, entrusted loans, etc.); 4. Provide guarantee (including guarantee for holding subsidiaries);
5. Assets leased in or leased out;
6. Entrusted or entrusted management of assets and businesses;
7. Donated or donated assets;
8. Reorganization of creditor's rights and debts;
9. Sign the license agreement;
10. Transfer or transfer of R & D projects;
11. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, 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. Deposit and loan business;
17. Joint investment with related parties;
18. Other matters that may lead to the transfer of resources or obligations through agreement; 19. Other matters identified by Shanghai Stock Exchange as related party transactions.
Article 12 decision making authority of connected transactions:
1. Related party transactions (excluding guarantees provided by the company) with a transaction amount of more than 300000 yuan between the company and related natural persons must be submitted to the board of directors for deliberation;
2. Related party transactions with the amount of transactions (including debts and expenses undertaken) between the company and related legal persons of more than 3 million yuan (except for guarantees provided by the company) and accounting for more than 0.5% of the absolute value of the company's latest audited net assets must be submitted to the board of directors for deliberation;
3. In addition to submitting to the board of directors for deliberation, the related party transactions with a transaction amount (including the debts and expenses undertaken) of more than 30 million yuan (except the guarantee provided by the company) and accounting for more than 5% of the absolute value of the company's latest audited net assets shall also disclose the audit report or evaluation report in accordance with the listing rules, and submit the transaction to the general meeting of shareholders for deliberation.
The transaction targets involved in the affiliated transactions related to daily operation mentioned in Article 22 may not be audited or evaluated.
4. Where a listed company provides a guarantee for a connected person, in addition to being deliberated and approved by more than half of all non connected directors, it shall also be deliberated and approved by more than two-thirds of the non connected 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.
5. If the company and its affiliates jointly contribute to the establishment of the company, the amount of capital contribution of the company shall be taken as the transaction amount, and the provisions of item 1, item 2 or item 3 of this article shall apply. When the capital contribution of the company reaches the standard specified in Item 3 of this article, if all capital contributors contribute in cash and determine the equity proportion of each party in the established company according to the proportion of capital contribution, they can apply to Shanghai stock exchange for exemption from the provisions submitted to the general meeting of shareholders for deliberation.
6. If a listed company has a connected transaction with its connected persons due to its waiver of rights, the provisions of item 1, item 2 or item 3 of this article shall apply in accordance with the standards specified in the listing rules.
7. If the relevant arrangement of the transaction between the company and related persons involves the conditional amount such as consideration that may be paid or received in the future, the expected maximum amount shall be the transaction amount, and the provisions of item 1, item 2 or item 3 of this article shall apply.
Article 13 independent directors shall express their opinions on the prior recognition of related party transactions and their fairness afterwards.
Article 14 during the term of validity of the related party transaction contract, if the related party transaction agreement or contract must be terminated or modified due to changes in production and operation or force majeure, the relevant parties may terminate the agreement or modify the contents of the supplementary agreement. The supplementary and Amendment Agreement shall take effect immediately according to the specific situation or after being deliberated and confirmed by the board of directors or the general meeting of shareholders.
Article 15 the company shall not directly or indirectly provide loans to directors, supervisors and senior managers.
Article 16 the Secretary of the board of directors shall be responsible for the disclosure of related party transactions by the company, and submit the following documents to Shanghai Stock Exchange:
1. Announcement documents;
2. Agreement or letter of intent related to the transaction;
3. Resolutions of the board of directors, draft of resolution announcement and opinions of independent directors (if applicable);
4. Approval documents of competent authorities involved in the transaction (if applicable);
5. Professional reports issued by securities service institutions (if applicable);
6. Written documents of prior approval of the transaction by independent directors;
7. Opinions of independent directors;
8. Other documents required by Shanghai Stock Exchange.
Article 17 the announcement of connected transactions disclosed by the company shall include the following contents: 1 Overview of the transaction and the basic information of the transaction object, including the name of the object, book value, evaluation value, operation, whether there is mortgage, pledge or other third-party rights on the relevant assets, whether there are major disputes, litigation or arbitration matters involving the relevant assets, or judicial measures such as seizure and freezing;
If the subject matter of the transaction is equity, it shall also explain the basic information of the company corresponding to the equity and the financial data such as total assets, total liabilities, net assets, main business income and net profit of the latest year and another period;
If the sale of the equity of a holding subsidiary results in the change of the scope of the company's consolidated statements, it shall also explain whether the company provides guarantee for the subsidiary, entrusts the subsidiary to manage financial affairs, and the subsidiary occupies the company's funds; If any, the amount involved in the above matters, the impact on the company and the solutions shall be disclosed; For the transactions that meet the disclosure standards according to the cumulative calculation principle, it shall also briefly introduce each single transaction and cumulative situation;
2. Delivery status, delivery and transfer time of the transaction object;
3. The affiliated relationship of the parties to the transaction and the basic information of the affiliated persons;
4. The pricing policy and basis of the transaction, the relationship between the transaction price and the book value or evaluation value of the transaction object and the clear and fair market price, as well as other matters related to pricing that need to be explained due to the particularity of the transaction object;
If the transaction price is quite different from the book value, evaluation value or market price, the reason shall be explained; If the transaction is unfair, it shall also disclose the transfer direction of the interests generated by the related party transaction;
5. The main contents of other aspects of the transaction agreement, including the transaction price and settlement method, the nature and proportion of the rights and interests of related parties in the transaction, the effective conditions, effective time and performance period of the agreement;
If the transaction needs to be approved by the general meeting of shareholders or the competent department, it shall also explain the legal procedures to be performed and the progress;
6. The purpose of the transaction and the impact of the transaction on the company, including the true intention and necessity of the related party transaction, and the impact on the current and future financial status and operating results of the company;
7. Personnel security, land lease, debt restructuring, etc. involved in the transaction; 8. The total amount of various related party transactions with the related person from the beginning of the year to the disclosure date;
9. Description of possible horizontal competition after the completion of the transaction and relevant countermeasures;
10. Prior approval and independent opinions of independent directors;
11. Voting of the board of directors (if applicable);
12. Securities service institutions and their opinions;
13. Requirements of China Securities Regulatory Commission and Shanghai Stock Exchange
