Shanxi Coking Coal Energy Group Co.Ltd(000983)
Related party transaction management system
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to standardize the decision-making procedures of Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as “the company”) related party transactions and ensure that the company’s related party transactions do not harm the interests of the company and all shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is formulated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the governance standards for listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) and other relevant laws, regulations, normative documents and the articles of association in combination with the actual situation of the company.
Article 2 when conducting related party transactions, the company shall ensure the legality, compliance, necessity and fairness of related party transactions, and maintain the independence of the company. It shall not use related party transactions to adjust financial indicators and damage the interests of the company. The parties to the transaction shall not conceal the related party relationship or take other means to de associate the related party relationship, so as to avoid the company’s related party transaction review procedures and information disclosure obligations.
Article 3 this system is applicable to the company and its subsidiaries controlled or holding more than 50% shares.
Chapter II related party transactions and related parties
Article 4 connected transactions refer to the transfer of resources or obligations between the company or its holding subsidiary and its affiliates, including:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.); (III) providing financial assistance (including entrusted loans, etc.);
(IV) providing 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 or debts;
(IX) transfer or transfer of R & D projects;
(x) sign the license agreement;
（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 and other financial businesses;
（17） Joint investment with related parties;
（18） Other matters that may cause the transfer of resources or obligations through agreement.
Article 5 the affiliated persons of the company include affiliated legal persons (or other organizations) and affiliated natural persons.
Article 6 a legal person or other organization under any of the following circumstances shall be an affiliated legal person (or other organization) of the company:
(I) legal person (or other organization) that directly or indirectly controls the company; (II) 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 Item (I) of this article;
(III) legal persons (or other organizations) holding more than 5% of the shares of the company and their persons acting in concert;
(IV) 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 of both parties) and senior managers;
(V) the CSRC, Shenzhen Stock Exchange or the company identify other legal persons (or other organizations) that have a special relationship with the company and may or have caused the company to favor their interests according to the principle of substance over form.
Article 7 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 legal persons (or other organizations) that directly or indirectly control the company;
(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 CSRC, Shenzhen Stock Exchange or the company as having special relationship with the company according to the principle of substance over form, which may or has caused the company to favor its interests.
Article 8 legal persons (or other organizations) and natural persons who have any of the circumstances mentioned in Articles 6 and 7 in the past 12 months or in the next 12 months according to relevant agreements shall be the affiliates of the company.
Chapter III pricing of related party transactions
Article 9 the pricing of the company’s connected transactions shall be fair and implemented with reference to the following principles:
(I) if the transaction is priced by the government, the price can be directly used; (II) if the transaction is subject to the government guided price, the transaction price may be reasonably determined within the scope of the government guided price;
(III) in addition to the government fixed price or government guided price, if there is a comparable market price or charging standard of an independent third party for the transaction, the transaction price can be determined with priority by referring to the price or standard;
(IV) if there is no market price, the transaction price shall be determined by both parties in accordance with the principles of fairness and rationality.
Article 10 when conducting transactions with related parties, the company shall sign a written agreement to determine the pricing method according to the specific conditions of related party transactions and specify it in the agreement.
Article 11 when considering related party transactions, the company shall:
(I) understand the real situation of the transaction object in detail, including the operation status, profitability, whether there are rights defects such as mortgage and freezing, and legal disputes such as litigation and arbitration;
(II) learn more about the integrity record, credit status and performance ability of the counterparty, and carefully select the counterparty;
(III) prudently evaluate the necessity and rationality of relevant transactions, the sufficiency of pricing basis, the fairness of transaction price and its impact on the company;
(IV) in accordance with the requirements of laws and regulations such as the stock listing rules or when the Company deems it necessary, hire an intermediary institution to audit or evaluate the transaction object.
Article 12 the company shall not review and make decisions on related party transactions under any of the following circumstances:
(I) the status of the subject matter of the transaction is unclear;
(II) the transaction price is not determined;
(III) the situation of the counterparty is uncertain;
(IV) this transaction causes or may cause the company to be occupied by non operating funds of the controlling shareholders, actual controllers and their subsidiaries;
(V) this transaction causes or may cause the company to provide guarantees for related parties in violation of regulations;
(VI) other circumstances that cause or may cause the company to be occupied by related parties due to this transaction.
Article 13 the directors, supervisors and senior managers of the company shall pay attention to whether the company has misappropriated funds by related persons or potential related persons and other problems that encroach on the interests of the company. In case of any abnormal situation, they shall timely submit it to the board of directors of the company to take corresponding measures and disclose it in time.
Article 14 where losses are caused or may be caused to the company due to the occupation or transfer of the company’s funds, assets or other resources by related parties, the board of directors of the company shall timely take protective measures such as litigation and property preservation to avoid or reduce losses, and investigate the responsibilities of relevant personnel.
Chapter V Examination and approval procedures and information disclosure of connected transactions
Section I General Provisions
Article 15 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 company shall submit the transaction to the general meeting of shareholders for deliberation. The affiliated directors mentioned in the preceding paragraph include directors under any of the following circumstances:
(I) counterparty;
(II) 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;
(III) having direct or indirect control over the counterparty;
(IV) close family members of the counterparty or its direct or indirect controller (see item (IV) of Article 7 of the system for the specific scope); (V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (see item (IV) of Article 7 of the system for the specific scope);
(VI) directors whose independent business judgment may be affected due to other reasons identified by the CSRC, Shenzhen Stock Exchange or the company.
Article 16 when the general meeting of shareholders of the company deliberates related party transactions, related shareholders shall withdraw from voting and shall not exercise their voting rights on behalf of other shareholders.
The affiliated shareholders mentioned in the preceding paragraph include shareholders under any of the following circumstances:
(I) counterparty;
(II) having direct or indirect control over the counterparty;
(III) directly or indirectly controlled by the counterparty;
(IV) directly or indirectly controlled by the same legal person (or other organization) or natural person as the counterparty;
(V) 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;
(VI) close family members of the counterparty and its direct and indirect controllers;
(VII) the voting rights are restricted or affected due to the unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
(VIII) shareholders identified by CSRC or Shenzhen stock exchange that may cause the company to tilt its interests.
Article 17 independent directors shall express their opinions on major related party transactions of the company. The board of directors of the company shall obtain written opinions approved by more than half of the independent directors before considering major related party transactions.
Independent directors shall express their opinions on whether major connected transactions are fair and reasonable to all shareholders. When necessary, with the consent of all independent directors, independent directors can hire intermediaries to issue special reports as the basis for their judgment.
The company shall provide independent directors with background information on major related party transactions required for their independent judgment.
Article 18 in addition to the provisions of Article 22, if the transactions between the company and related parties meet one of the following standards, they shall be disclosed in time:
(I) transactions with related 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 company’s latest audited net assets.
Article 19 in addition to the provisions of Article 22, if the transaction amount between the company and its related parties exceeds 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net assets of the company, it shall be disclosed in time and submitted to the general meeting of shareholders for deliberation, and the audit report or evaluation report meeting the requirements of the stock listing rules shall also be disclosed. In case of any of the following transactions between the company and its affiliates, it may be exempted from audit or evaluation:
(I) daily connected transactions specified in Article 45 of the system;
(II) all parties such as related parties make capital contributions in cash, and the equity proportion of each party in the invested subject shall be determined according to the proportion of capital contribution;
(III) other circumstances stipulated by SZSE.
Article 20 in addition to the provisions of Article 22, if the transaction amount between the company and related persons exceeds 3 million yuan and accounts for more than 0.5% of the absolute value of the latest audited net assets of the company, but fails to meet the standards mentioned in Article 19, it shall be submitted to the board of directors for deliberation and approval.
Article 21 in addition to the provisions of Article 22, if the transaction amount between the company and related persons is less than 3 million yuan, or less than 0.5% of the absolute value of the company’s latest audited net assets, the management shall make a decision.
Article 22 Where the company provides guarantee for related persons, 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, make a resolution, and submit it 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 secured party becomes an affiliate of the company due to a transaction, the company shall perform corresponding review procedures and information disclosure obligations for the existing affiliated guarantee while implementing the transaction or affiliated transaction.
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, each party to the transaction shall take effective measures such as early termination of the guarantee.
Article 23 the company shall not provide financial assistance to the related persons specified in the system, except to the related joint-stock company (excluding the subject controlled by the controlling shareholder and actual controller of the company), and other shareholders of the joint-stock company shall provide financial assistance under the same conditions according to the proportion of capital contribution.
Where 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.
The term “affiliated joint-stock company” as mentioned in this article refers to the affiliated legal person (or other organization) of the company with shares held by the company and belonging to the company specified in this system.
Article 24 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 18 to 21 of the system according to the principle of cumulative calculation:
(I) transactions with the same connected person;
(II) transactions with different related parties with the same transaction object. The above-mentioned same related persons include other related persons who are controlled by the same subject or have equity control relationship with the related person.
Article 25 the transactions or related party transactions disclosed by the company but not performed the deliberation procedures of the general meeting of shareholders shall still be included in the cumulative calculation scope to determine the deliberation procedures to be performed.
If the company’s related party transactions meet the disclosure standards due to the application of the cumulative calculation principle for 12 consecutive months, it can only disclose the related party transactions in accordance with the relevant requirements, and briefly explain the related party transactions that have not met the disclosure standards in the previous period in the announcement.
If the related party transactions of the company need to be submitted to the general meeting of shareholders for deliberation due to the application of the cumulative calculation principle for 12 consecutive months, only the related party transactions can be submitted to the general meeting of shareholders for deliberation, and the related party transactions that have not fulfilled the deliberation procedures of the general meeting of shareholders in the previous period can be briefly explained in the announcement.
Article 26 transactions or related arrangements between the company and related parties may involve future payment or receipt of contingent liabilities
