China International Marine Containers (Group) Co., Ltd. (CIMC) has released an amended “Management System of Connected Transactions” (effective June 2026), tightening oversight of related-party dealings and reinforcing protections for non-interested shareholders.
Key Governance Principles • Connected transactions must observe good faith, equality, voluntariness, impartiality, openness and fairness. • Connected directors and shareholders must abstain from voting. • The Board secretary’s office coordinates oversight, working with finance and audit departments.
Definition and Scope • Connected persons cover both legal entities and natural individuals with controlling stakes, board overlap or close family ties. • Nineteen categories of connected transactions are specified, ranging from asset sales and joint investments to guarantees and financial assistance. • Transactions by controlling subsidiaries are treated as CIMC transactions.
Approval Thresholds Board approval is required when: 1. Deals with connected individuals exceed RMB0.30 million. 2. Deals with connected entities exceed RMB3.00 million and 0.5 % of latest audited net assets. 3. Any single deal (excluding guarantees) exceeds RMB30.00 million and 5 % of net assets. 4. Any guarantee is provided to a connected party.
Shareholders’ meetings must approve: • All guarantees to connected parties. • Transactions above RMB30.00 million and 5 % of net assets.
Procedural Safeguards • Discloseable connected transactions need prior consent from a majority of independent directors. • Transactions above RMB30.00 million and 5 % of net assets require: – Audited financial statements if equity is involved. – Independent valuation for other assets. • Board resolutions demand a quorum of non-connected directors; fewer than three non-connected directors automatically escalates decisions to shareholders. • Guarantees to controlling shareholders or their affiliates require counter-guarantees and at least a two-thirds vote of non-connected directors. • Financial assistance to connected parties is generally prohibited, except pro-rata support to an affiliated joint-stock company with full board and shareholder approval.
Controls on Recurring Transactions • First-time or renewed recurring transactions (e.g., purchase of raw materials, product sales, services) must have written contracts and be disclosed based on estimated annual caps. • Agreements exceeding three years need re-approval every three years. • Aggregation applies to transactions with the same connected party or the same asset within 12 consecutive months.
Exemptions Disclosure and approval can be waived for specified activities, including public cash subscriptions to securities, underwriting syndicate participation, receipt of dividends, and arm’s-length provision of products to connected individuals, subject to stock-exchange rules.
Monitoring and Accountability • The audit & supervision department will review connected-party activity at least semi-annually and report to the Audit Committee. • Directors and senior management bear liability for breaches; the Board must act promptly against any misappropriation of company assets.
The revised system adopts the principle of “stricter rules prevail, disclosure both in the Mainland and Hong Kong,” aligning CIMC’s practices with Shenzhen and Hong Kong Stock Exchange requirements and reinforcing safeguards for minority shareholders.