THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, independent adviser or other professional adviser.
If you have sold or transferred all your shares in Zhengzhou Coal Mining Machinery Group Company Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
ZMJ
Zhengzhou Coal Mining Machinery Group Company Limited
鄭州煤礦機械集團股份有限公司
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 00564)
EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
APPLICATION FOR BANK LOANS AND PROVISION OF
GUARANTEES BY OVERSEAS SUBSIDIARIES OF THE COMPANY AND
AUTHORIZING THE BOARD OF DIRECTORS AND/OR DESIGNATED
PERSONS AUTHORIZED BY THE BOARD OF DIRECTORS TO
HANDLE MATTERS RELATED TO THE APPLICATION OF
BANK LOANS AND PROVISION OF GUARANTEES
AND
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
The Company will convene the EGM at 2:00 p.m. on Thursday, 17 April 2025 at the Convention Centre, Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Zhengzhou Section (Ecno-Tech Development Zone) of China (He'nan) Pilot Free Trade Zone, the PRC. The Notice of the EGM is set out on pages EGM-1 to EGM-2 of this circular.
A form of proxy for the EGM is enclosed in this circular, and has been published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.zmj.com). Any Shareholder who intends to appoint a proxy to attend the EGM shall complete the form of proxy in accordance with the instructions printed thereon and return the same 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholder from attending and voting in person at the EGM if he/she so wish.
27 March 2025
CONTENTS
Page
Definitions 1
Letter from the Board 3
ANNEX Report on Expected Daily Related Party Transactions in 2025 11
Notice of the First Extraordinary General Meeting of 2025 EGM-1
In this circular, the following expressions shall have the following meanings unless the context otherwise requires.
"Articles of Association"
the Articles of Association of Zhengzhou Coal Mining Machinery Group Company Limited
"Board" or "Board of Directors"
the board of directors of the Company
"Board of Supervisors"
the board of supervisors of the Company
"Company"
Zhengzhou Coal Mining Machinery Group Company Limited (鄭州煤礦機械集團股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the Shares of which are listed on the main boards of the Hong Kong Stock Exchange and the Shanghai Stock Exchange (stock codes: 00564 and 601717)
"Company Law"
the Company Law of the PRC
"Director(s)"
the director(s) of the Company
"EGM"
the extraordinary general meeting of the Company to be convened at the Convention Centre, Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Zhengzhou Section (Ecno -Tech Development Zone) of China (He'nan) Pilot Free Trade Zone, the PRC at 2:00 p.m. on Thursday, 17 April 2025 or any adjournment thereof
"H Share(s)"
overseas listed foreign invested Share(s) with a par value of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange (stock code: 00564) and are subscribed for in HK dollars
"H Shareholders"
holders of H Shares
"HK dollars"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"China" or "PRC"
the People's Republic of China, which for the purposes of this circular excludes Hong Kong, the Macau Special Administrative Region and Taiwan
"RMB"
Renminbi, the lawful currency of the PRC
"Share(s)"
the share(s) of RMB1.00 each of the Company
"Shareholder(s)"
holders of the share(s) of the Company
"Supervisor(s)"
the supervisor(s) of the Company
LETTER FROM THE BOARD
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 00564)
Members of the Board
Executive Directors:
Mr. JIAO Chengyao
Mr. JIA Hao
Mr. MENG Hechao
Mr. LI Kaishun
Non-executive Directors:
Mr. CUI Kai
Independent Non-executive Directors:
Mr. CHENG Jinglei
Mr. JI Feng
Mr. FANG Yuan
Ms. YAO Yanqiu
Registered Office
No. 167, 9th Street,
Zhengzhou Section
(Econ-Tech Development Zone) of
China (He'nan)
Pilot Free Trade Zone, the PRC
Principal Place of
Business in Hong Kong
40/F, Dah Sing Financial Centre,
No. 248 Queen's Road East,
Wanchai, Hong Kong
27 March 2025
To the Shareholders
Dear Sir or Madam,
EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
APPLICATION FOR BANK LOANS AND PROVISION OF
GUARANTEES BY OVERSEAS SUBSIDIARIES OF THE COMPANY AND
AUTHORIZING THE BOARD OF DIRECTORS AND/OR DESIGNATED
PERSONS AUTHORIZED BY THE BOARD OF DIRECTORS TO
HANDLE MATTERS RELATED TO THE APPLICATION OF
BANK LOANS AND PROVISION OF GUARANTEES
AND
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
LETTER FROM THE BOARD
The purpose of this circular is to provide you with the Notice of EGM and, among others, other information, so as to enable you to make an informed decision as to whether to vote for or against the following resolutions to be proposed at the EGM:
An ordinary resolution will be proposed at the EGM to approve the resolution on the Expected Daily Related Party Transactions in 2025. Details of the report on expected daily related party transactions in 2025 are set out in the appendix of this circular.
In order to repay the bank loan obtained in 2022 and to provide liquidity support to SEG Automotive Germany GmbH ("SEG", a subsidiary of the Company) and its subsidiary, SEG and/or its subsidiary intend to apply for bank loans totaling no more than €250 million (inclusive) from relevant financial institutions, and the Company intends to provide guarantees for these bank loans. The details are reported as follows:
In 2017, the Company formed a consortium to acquire 100% equity interest in Robert Bosch Starter Motors Generators Holding GmbH (renamed as SEG Automotive Germany GmbH) (the "Material Asset Purchase") in cash. In March 2021, the Company repurchased the interests of SEG indirectly held by other investors, after which SEG became a wholly-owned subsidiary of the Company.
In the process of purchasing major assets, in order to fulfill the payment obligations under the major asset purchase and provide liquidity support to SEG and its subsidiaries after the major asset purchase, the Company's subsidiaries, as the initial borrowers, and the overseas syndicated loan of Bank of China Limited Luxembourg Branch, Bank of China Limited Frankfurt Branch and other relevant parties, borrowed a syndicated loan of EUR 300 million (the "Initial Overseas
LETTER FROM THE BOARD
Loan"). Upon completion of the Material Asset Purchase, SEG became the borrower of the revolving loan and SEG or its related parties became the borrower of the auxiliary loan. In 2019, according to business needs, SEG and its subsidiaries applied for bank loans with a total amount of not more than EUR 300 million (inclusive), including a long-term loan of EUR 150 million and a revolving credit facility of EUR 150 million, from an overseas syndicate of financial institutions such as Deutsche Bank AG, Singapore Branch; At the same time, the overseas syndicate agreed to provide SEG and its subsidiaries with certain amount of financing instruments and incremental loan facilities for early repayment of overseas loans and providing liquidity support to SEG and its subsidiaries. The Company provided joint liability guarantee for the EUR 300 million bank loan, and relevant enterprises under SEG provided guarantee for this overseas loan and/or set up guarantee on its specific assets. In 2020, SEG applied for bank loans of up to EUR 100 million in total from overseas syndicates, mainly the KfW Bankengruppe (such loans borrowed in 2019 and 2020 collectively the "Previous Offshore Loan").
In 2022, based on cost considerations, SEG and its subsidiaries refinanced the Previous Offshore Loan in advance: (1) SEG applied for a €300 million term loan (the "2022 Term Loan") from an overseas syndicate of financial institutions comprising DEUTSCHE BANK AKTIENGESELLSCHAFT (acting through its Singapore Branch) (the "Overseas Term Loan Syndicate"); (2) SEG and its subsidiaries, New Neckar Autoparts Holdings and Operations GmbH & CO. KG applied for a revolving credit loan of up to €100 million (the "2022 Revolving Loan", together with the 2022 Term Loan, the "2022 Syndicate Loan") from an overseas syndicate of financial institutions comprising Deutsche Bank AG, Singapore Branch (the "Overseas Revolving Loan Syndicate", together with the "Overseas Term Loan Syndicate", the "2022 Overseas Syndicate"); At the same time, the 2022 Overseas Syndicate agreed to provide SEG and its subsidiaries with certain amount of financing instruments and incremental loan facilities for early repayment of the Previous Offshore Loan and providing liquidity support to SEG and its subsidiaries. The Company provided joint liability guarantee for the 2022 Term Loan, and relevant enterprises under SEG provided guarantee for the 2022 Revolving Loan and provided guarantee with its specific assets.
In November 2023, to reduce financial costs, the Company injected an additional €150 million to its wholly-owned subsidiary Hong Kong SMG International Co., Limited, which was ultimately used to increase the capital of SEG by €150 million, allowing SEG to repay part of the 2022 Term Loan to the bank in advance. This capital increase was approved at the 30th meeting of the fifth session of the Board of Directors on 28 August 2023 by passing the "Resolution on Increasing Capital to Overseas Subsidiary SEG Automotive Germany GmbH".
As of the submission of this resolution to the Board, the outstanding balance of SEG's 2022 Term Loan was €150 million, and the outstanding balance of the 2022 Revolving Loan was €68 million.
LETTER FROM THE BOARD
In order to repay the 2022 Overseas Syndicate of SEG and provide liquidity support for SEG and its subsidiaries, the Board of the Company has agreed that SEG and/or its subsidiaries shall apply to the relevant financial institutions for bank loans totaling no more than €250 million (including €250 million), consisting of: (1) a term loan with a term not exceeding 3 years (inclusive) and an amount not exceeding €150 million (inclusive), and (2) a revolving credit loan with a term not exceeding 3 years (inclusive) and an amount not exceeding €100 million (inclusive) (the specific loan type, amount and other matters shall be subject to the final signed financing agreement) (the "Bank Loan"). After the 2022 Overseas Syndicate is repaid in full, the Company and its subsidiaries will release the guarantee measures provided for the 2022 Overseas Syndicate, and provide a full joint liability guarantee for the Bank Loan with the Company's credit (the specific guarantee type, amount and other matters shall be subject to the final signed financing and guarantee agreement).
The Board of the Company agrees that the Board of the Company would request the general meeting of the Company to authorize the Board and/or persons designated by the Board to handle all matters relating to the Bank Loans and the Guarantee and sign relevant legal documents within the scope permitted by relevant laws and regulations, including but not limited to:
to take all necessary or appropriate actions based on the requirements of relevant financial institutions to release the guarantee measures for the 2022 Overseas Syndicate, and establish and improve the guarantee required for the Bank Loans, including but not limited to the Company providing a full joint and several liability guarantee for the Bank Loans, and changing, adjusting, supplementing and releasing the guarantee provided according to the performance of the Bank Loans;
6 -
LETTER FROM THE BOARD
to apply for and undergo review, registration, filing, approval, consent and other procedures with the National Development and Reform Commission, competent national authority for foreign exchange as well as other relevant government agencies and regulators, in respect of the Bank Loans;
to use the Bank Loans for the purposes agreed in the financing agreement pursuant to national laws and regulations and the requirements of the securities regulatory authority, the authorization granted at the general meeting, and the consent of relevant financial institutions;
to make corresponding disclosures in relation to the application for the Bank Loans and provision of the Guarantee as well as the progress of relevant matters, in accordance with national laws and regulations and the requirements of the securities regulatory authority;
to handle all other matters in relation to the Bank Loans and provision of the Guarantee.
This authorization shall remain valid for 12 months from the date of approval at the general meeting of the Company.
(4) The Company's internal decision-making procedures for the Bank Loan and provision of guarantee and the decision-making procedures yet to be implemented.
The Company held the 11th meeting of the sixth session of the Board on 8 January 2025, and reviewed and approved the "Resolution on Application for Bank Loans and Provision of Guarantees by Overseas Subsidiaries of The Company and Authorizing the Board of Directors of the Company and/or Designated Persons Authorized By the Board of Directors to Handle Matters Related to the Application of Bank Loans and Provision of Guarantees", agreeing that the Company's wholly-owned subsidiary SEG and/or its subsidiaries to apply to relevant financial institutions for a bank loan totaling no more than €250 million (inclusive) to repay the 2022 Overseas Syndicate of SEG and to provide SEG and its subsidiaries with liquidity support, the Company and its subsidiaries will release the guarantee measures provided for the 2022 Overseas Syndicate and provide joint and several guarantee for the Bank Loan in full (the specific guarantee type, amount and other matters shall be subject to the final signed financing and guarantee agreement).
As the latest financial statements of SEG show a debt-to-asset ratio of over 70%, the provision of the guarantee and related authorization matters will need to be submitted to the Company's general meeting for consideration.
LETTER FROM THE BOARD
The current external guarantee is provided for SEG Automotive Germany GmbH and/or its subsidiaries. The details of SEG are as follows:
Name: SEG Automotive Germany GmbH
Type: Limited Liability Company (Gesellschaft mit beschränkter Haftung)
Registered capital: €25,000
Domicile: Lotterbergstraße 30, 70499 Stuttgart, Germany
Scope of business: Development, manufacture and sale of electric motor systems and components such as starters, generators, energy recovery systems and electrical power components, as well as other services in these business areas.
Financial position: As of 31 December 2023, SEG’s audited total assets amounted to €1,206,963,000, total liabilities amounted to €828,406,000, net assets amounted to €378,557,000, and the asset-liability ratio was 68.64%. In 2023, SEG achieved operating revenue of €1,743,488,000 and a net profit of €24,213,000.
As of 30 September 2024, SEG’s unaudited total assets amounted to €1,216,923,000, total liabilities amounted to €856,024,700, net assets amounted to €360,898,300, and the asset-liability ratio was 70.34%. From January to September 2024, SEG achieved operating revenue of €1,198,050,400 and a net profit of €-10,114,100.
Shareholding structure: New Neckar Autoparts Holdings and Operations GmbH & Co. KG, a wholly-owned subsidiary of the Company, holds 100% of the shares in SEG, which is a wholly-owned subsidiary of the Company.
The relevant agreements for the loan and guarantee have not yet been signed. The principal contents of the agreements for the loan and guarantee will be determined through consultation between the Company, SEG and financial institutions, among other entities. The final actual total guarantee amount will not exceed the amount of the Bank Loan to be guaranteed.
After the bank loan, provision of guarantee and related authorisation matters are considered and approved at the general meeting, the Company will submit the relevant guarantee agreements to the Board for review and disclosure according to the authorisation of the general meeting.
LETTER FROM THE BOARD
The current guarantee is provided to a wholly-owned subsidiary of the Company to meet the subsidiary's production and operational needs, and it is in line with the overall interests of the Company and its future development strategy. The entity to be guaranteed has a stable operating status and good credit standing, and the Company can effectively control its daily operating activities and decision-making risks. The risk of the guarantee is controllable, and there is no situation that harms the interests of the Company and its minority shareholders. The current guarantee is necessity and reasonableness.
As of 8 January 2025, the Company and its controlling subsidiaries provided external guarantees totalling approximately RMB3,658,740,600, which accounted for approximately 16.72% of the Company's audited net assets for the latest period, of which, a total of RMB3,212,938,400 was provided by and among the subsidiaries, accounting for 14.68% of the Company's audited net assets for the latest period. Repurchase guarantee provided to customers under the finance lease business was RMB445,802,200, representing 2.04% of the Company's latest audited net assets. No guarantees provided by the Company were overdue.
An ordinary resolution will be proposed at the EGM to approve the above arrangement in relation to the application for bank loans and provision of guarantees by overseas subsidiaries of the Company and authorizing the board of directors and/or designated persons authorized by the board of directors to handle matters related to the application of bank loans and provision of guarantees.
The register of members of the Company will be closed from Monday, 14 April 2025 to Thursday, 17 April 2025 (both days inclusive), during which period no transfer of Shares will be registered. H Shareholders whose names appear on the register of members of the Company on Thursday, 17 April 2025 are entitled to attend the EGM. H Shareholders of the Company who intend to attend the EGM but have not yet registered are required to deposit the transfer documents together with relevant share certificates at the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong at or before 4:30 p.m. on Friday, 11 April 2025.
According to Rule 13.39(4) of the Listing Rules, unless the Chairman decides in good faith that a show of hands is allowed for any resolution in relation to procedural or administrative issues, any vote by the Shareholders at any Shareholders' Meeting shall be conducted by poll. As such, the Chairman of the EGM will, pursuant to Article 121 of the Articles of Association, demand a vote by poll for every resolution proposed at the EGM.
LETTER FROM THE BOARD
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no shareholder is required to abstain from voting on the resolutions to be proposed at the EGM.
During a poll vote, any Shareholder present in person or by proxy (in the case of a Shareholder being a corporation, by its duly authorised representative) shall have one vote for each Share registered in the Shareholder's name in the register of members. According to Article 123 of the Articles of Association, a Shareholder (including proxy) entitled to two or more votes is under no obligation to cast all his/her votes for or against any resolution.
RECOMMENDATION
The Board believes that all the resolutions mentioned above are in the best interest of the Company and its Shareholders. Therefore, the Board recommends the Shareholders to vote for the relevant resolutions to be proposed at the EGM as set out in the notice of the EGM.
By Order of the Board
Zhengzhou Coal Mining Machinery Group Company Limited
Chairman
JIAO Chengyao
ANNEX
REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
In accordance with the relevant requirements of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the Guideline No. 5 on Self-discipline Supervision of Listed Companies of the Shanghai Stock Exchange – Transactions and Related Party Transactions, the estimated daily related party transactions of Zhengzhou Coal Mining Machinery Group Company Limited (the "Company") in 2025 are reported as follows:
Voting result of the board of directors: 11 votes in favor, 0 votes against, and 0 abstentions.
Voting result of the board of supervisors: As the related supervisor, Cheng Xiangdong, abstained from voting, the non-related supervisors participated in the voting, and the voting result was: 2 votes in favor, 0 votes against, and 0 abstentions.
The above proposal was considered and approved at the first meeting of 2025 of the special meeting of independent directors of the sixth session of the board of directors of the Company on 6 January 2025, and all independent directors unanimously agreed to submit the above proposal to the board of directors of the Company for consideration.
In accordance with the relevant requirements of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the Guideline No. 5 on Self-discipline Supervision of Listed Companies of the Shanghai Stock Exchange – Transactions and Related Party Transactions, the matter for the estimated daily related party transactions of the Company in 2025 shall be submitted to the general meeting for consideration and approval.
ANNEX
REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
The Company expects the cap of total amount of daily related party transactions in 2025 to be RMB3,573,600,000, with the breakdown expected to be as follows:
Unit: RMB'0,000
| Type of related party transaction | Related parties | Estimated amount for 2025 | Percentage of similar business (%) | Actual amount incurred in 2024 (January to November) | Percentage of similar business (%) | Reasons for the large difference between the estimated amount in 2025 and the actual amount in the previous year |
|---|---|---|---|---|---|---|
| Purchase of goods and receipt of services from related parties | Zhengzhou Suda Industrial Machinery Service Co., Ltd. | 23,865.00 | 0.78 | 10,061.10 | 0.40 | Expected increase in business demand |
| Nanjing Bestway Intelligent Control Technology Co., Ltd. | 10,000.00 | 0.33 | 8,828.92 | 0.35 | ||
| Anyang Iron & Steel Group Co., Ltd. | 240,000.00 | 7.81 | 198,389.65 | 7.80 | Expected increase in business demand | |
| NPR ASIMCO Powdered Metals Manufacturing (Yizheng) Co., Ltd. | 3,000.00 | 0.10 | 2,078.42 | 0.08 | ||
| Yizheng Nahuan Technology Co., Ltd. | 8,000.00 | 0.26 | 6,376.87 | 0.25 | ||
| Jiangsu Province Yizheng Piston Ring Co., Ltd. | 1,600.00 | 0.05 | 1,183.01 | 0.05 | ||
| ZMJ Tezhong Duanya Manufacturing Co., Ltd. | 1,800.00 | 0.06 | 1,366.78 | 0.05 | ||
| Others | 2,000.00 | 0.07 | 114.2 | 0.00 | ||
| Sub-total | 290,265.00 | 9.44 | 228,398.95 | 8.98 |
ANNEX
REPORT ON EXPECTED DAILY RELATED
PARTY TRANSACTIONS IN 2025
| Type of related party transaction | Related parties | Estimated amount for 2025 | Percentage of similar business (%) | Actual amount incurred in 2024 (January to November) | Percentage of similar business (%) | Reasons for the large difference between the estimated amount in 2025 and the actual amount in the previous year |
|---|---|---|---|---|---|---|
| Sales of goods and rendering of services to related parties | Zhengzhou Suda Industrial Machinery Service Co., Ltd. | 11,900.00 | 0.29 | 4,545.51 | 0.13 | Expected increase in business demand |
| Anyang Iron & Steel Group Co., Ltd. | 27,000.00 | 0.67 | 4,256.3 | 0.13 | Expected increase in business demand | |
| Taiyuan Hengda Intelligent Control Technology Co., Ltd. | 3,500.00 | 0.09 | 408.48 | 0.01 | ||
| Others | 2,000.00 | 0.05 | 1,457.50 | 0.04 | ||
| Sub-total | 44,400.00 | 1.10 | 10,667.79 | 0.31 | ||
| Other related party transactions (leasing) | Zhengzhou Suda Industrial Machinery Service Co., Ltd. | 205.00 | 0.010 | 289.49 | 0.009 | |
| Henan State-owned Capital Operation Group Co., Ltd | 175.00 | 0.004 | 173.22 | 0.005 | ||
| ZMJ Tezhong Duanya Manufacturing Co., Ltd. | 56.00 | 0.001 | 51.33 | 0.002 | ||
| Yizheng Nahuan Technology Co., Ltd. | 205.00 | 0.005 | 108.47 | 0.003 | ||
| Jiangsu Province Yizheng Piston Ring Co., Ltd. | 54.00 | 0.001 | 48.92 | 0.001 | ||
| Sub-total | 695.00 | 0.02 | 671.43 | 0.02 | ||
| Total | 335,360.00 | 4.71 | 239,738.17 | 4.04 |
ANNEX
REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
The expected daily related party transactions of commercial factoring business in 2025 is as follows:
Unit: RMB'0,000
| Type of related party transaction | Related parties | Estimated factoring amount for 2025 | Estimated interest income for 2025 | Actual factoring amount incurred in 2024 (January to November) | Actual interest income in 2024 (January to November) | Reasons for the large difference between the estimated amount and the actual amount |
|---|---|---|---|---|---|---|
| Commercial factoring business | Zhengzhou Suda Industrial Machinery Service Co., Ltd. | 10,000.00 | 300.00 | 2,319.89 | 37.76 | Expected increase in business demand |
| Other related parties | 12,000.00 | 360.00 | - | - | ||
| Total | 22,000.00 | 660.00 | 2,319.89 | 37.76 |
Name of the enterprise: Zhengzhou Suda Industrial Machinery Service Co., Ltd.
Unified social credit identifier: 91410100692197704R
Type: Joint stock limited company (listed, invested or controlled by natural person)
Legal representative: Li Xiyuan
Registered capital: RMB76,000,000
Date of establishment: 7 July 2009
Term of business: 7 July 2009 to indefinite
Domicile: West of the intersection of Huanghai Road and Planned Gongye No. 5 Street, Zhengzhou Airport Economic Comprehensive Experimental Zone, Henan Province
ANNEX
REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
Scope of business:
Sales of special machinery accessories for coal mine, engineering and tunnel construction; production, repair and maintenance of special machinery and equipment for coal mine, engineering and tunnel construction; leasing and sales of coal mining equipment; technical services for complete set of coal mining equipment; hydraulic hose assembly buckling installation; sales of hydraulic hoses, connectors and other hydraulic components; technology development and technical services for fluid connection safety protection products; sales of liquid connection safety protection products; recycling and reuse of waste materials; recycling and reuse of recycled materials; being engaged in import and export of goods and technology.
Related party relationship with the Company:
The Company holds 14.87% of shares in Suda, and Mr. Zhang Yichen, secretary to the Board of the Company, serves as a director of Suda, and Mr. Zhang Haibin, deputy general manager of the Company, served as a director of Suda within the last 12 months. Therefore, Suda is a related legal person of the Company.
Name of the enterprise: Nanjing Bestway Intelligent Control Technology Co., Ltd.
Unified social credit identifier: 91320115663777275W
Type: Joint stock limited company (listed)
Legal representative: Yu Shengli
Registered capital: RMB131,521,740
Date of establishment: 13 August 2007
Term of business: 13 August 2007 to indefinite
ANNEX
REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
| Domicile: | No. 50 Baoxiang Road, Jiangning Binjiang Economic Development Zone, Nanjing |
|---|---|
| Scope of business: | Development, production, sales and technical services of network equipment, communication equipment, mining communication equipment and electronic products; design, construction and system integration of communication engineering, computer network, mechanical and electrical engineering, coal mine automation engineering; software development; security engineering design and construction; general instrument manufacturing. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant authorities.) General project: Intelligent control system integration (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). |
| Related party relationship with the Company: | The Company holds approximately 5.98% of the shares of Bestway Intelligent Control, and Wang Yongqiang, deputy general manager of the Company, serves as a director of Bestway Intelligent Control. Therefore, Bestway Intelligent Control is a related legal person of the Company. |
Name of the enterprise: Anyang Iron & Steel Group Co., Ltd.
Unified social credit identifier: 91410000706780942L
Type: Limited liability company (sole proprietorship invested or controlled by non-natural person)
Legal representative: Bo Xuebin
Registered capital: RMB3,771,936,400
Date of establishment: 27 December 1995
Term of business: 27 December 1995 to indefinite
ANNEX
REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
Domicile:
Meiyuanzhuang, Yindu District, Anyang Municipality
Scope of business:
Export of self-produced products and related technologies of the Company; import of raw and auxiliary materials, machinery and equipment, instruments and meters, spare parts and related technologies required for production and scientific research of the Company itself; processing of imported materials and “Three Import and One Compensation Trading” business of the Company itself. Production and sales of beverage, purified water, frozen beverage and house leasing (operation of the above shall be limited to branches with a valid license). Operation of state-owned assets authorized by the government, production and operation of metallurgical products and by-products, steel extension products, chemical products (excluding flammable, explosive and dangerous goods), metallurgical auxiliary materials, machining products, agricultural and sideline products (excluding cotton, tobacco, cocoon and grain); design, manufacture and operation of metallurgical electromechanical equipment, technical services, collaboration and consulting services; leveraging its own television stations, publication of domestic television advertisements and undertaking classified television advertising business. Sales of home appliances and accessories, cultural and sports goods, broadcasting and television equipment; accommodation, catering, tourism management, software and information technology services; bidding agent.
Related party relationship with the Company:
Anyang Iron & Steel Group is a subsidiary actually controlled by Henan State-owned Capital Operation Group Co., Ltd. (河南國有資本運營集團有限公司), a shareholder holding more than 5% of the Company’s shares, through Henan Iron and Steel Group Co., Ltd. (河南鋼鐵集團有限公司), and is a related legal person of the Company.
ANNEX
REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
Name of the enterprise: NPR ASIMCO Powdered Metals Manufacturing (Yizheng) Co., Ltd.
Unified social credit identifier: 91321081058652714C
Type: Limited liability company (foreign investment, non-sole proprietorship)
Legal representative: Liu Qianxi
Registered capital: US$8,800,000
Date of establishment: 13 December 2012
Term of business: 13 December 2012 to 12 December 2062
Domicile: 18 Kangmin Road, Automobile Industrial Park, Yizheng City, Jiangsu Province
Scope of business: Manufacture of powder metallurgy valve seat rings and their parts for automobiles, motorcycles and general-purpose engines; wholesale of valve guides and tooling jigs for the production of valve seat rings, grinding wheels (for commodities not subject to state trading management, those subject to quota and license management shall be applied in accordance with relevant regulations of the State), and provision of relevant technical services and after-sales services. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant authorities.) General project: Sales of novel metal-based functional materials (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Related party relationship with the Company: The Company's indirect holding subsidiary, ASIMCO Shuanghuan Piston Ring (Yizheng) Co., Ltd. ("ASIMCO Shuanghuan"), holds 50% equity interest in Yizheng NPR. Yizheng NPR is a joint venture of the Company and is therefore a related legal person of the Company under the provisions of Accounting Standards for Enterprises No.36 - Disclosure of Related Parties.
ANNEX
REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
Name of the enterprise: Yizheng Nahuan Technology Co., Ltd.
Unified social credit identifier: 91321081MA1XD0L46P
Type: Limited liability company
Legal representative: SHI XU
Registered capital: RMB60,000,000
Date of establishment: 29 October 2018
Term of business: 29 October 2018 to 28 October 2038
Domicile: No. 8 Lianzhong Road, Yizheng Automobile Industrial Park
Scope of business: Surface treatment of piston rings, surface treatment of auto parts, surface treatment of relevant parts of other mechanical products, sales of piston rings and other auto parts and components, after-sales service, self-operated and agency import and export business of various commodities and technologies (except for commodities and technologies that are restricted by the State or prohibited from import and export). (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant authorities)
Related party relationship with the Company: The Company's indirect holding subsidiary, ASIMCO Shuanghuan, holds 49% equity interest in Yizheng Nahuan. Yizheng Nahuan is an associate of the Company and is therefore a related legal person of the Company under the provisions of Accounting Standards for Enterprises No.36 – Disclosure of Related Parties.
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REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
Name of the enterprise: Jiangsu Province Yizheng Piston Ring Co., Ltd.
Unified social credit identifier: 91321081141950886N
Type: Limited liability company (sole proprietorship invested or controlled by non-natural person)
Legal representative: Li Gongwei
Registered capital: RMB72,270,000
Date of establishment: 28 March 1990
Term of business: 28 March 1990 to indefinite
Domicile: No. 1, Keyan 2nd Road, Yizheng Economic Development Zone
Scope of business: Manufacturing, processing and sales of piston rings, pistons, piston pins, cylinder liners, camshafts and valve seats; leasing of houses and their supporting facilities, equipment leasing, and enterprise management services; general road cargo transportation. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant authorities.) General project: Manufacture of metal cutting machine tools; processing of mechanical parts and components (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Related party relationship with the Company: Yizheng Piston Ring is a shareholder with significant influence over the Company's subsidiaries. Yizheng Piston Ring holds 36.46% and 37% of the equity interests in ASIMCO Shuanghuan and ASIMCO Camshaft (Yizheng) Co., Ltd., respectively, which are indirect subsidiaries of the Company. According to Accounting Standards for Enterprises No.36 – Disclosure of Related Parties, Yizheng Piston Ring is a related person of the Company based on the principle of substance over form.
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REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
Name of the enterprise: ZMJ Tezhong Duanya Manufacturing Co., Ltd.
Unified social credit identifier: 914101000533659002
Type: Other limited liability company
Legal representative: Gan Wei
Registered capital: RMB12,938,000
Date of establishment: 17 August 2012
Term of business: 17 August 2012 to 16 August 2062
Domicile: No. 167, 9th Street, Zhengzhou Economic and Technological Development Zone
Scope of business: Processing and sales of mining machinery parts, processing and sales of auto parts and petroleum drilling tools, processing and sales of railway machinery parts. (In the above scope, projects that are prohibited by national laws and regulations and that require approval before operation but have not been approved shall not be operated)
Related party relationship with the Company: The Company holds 49% equity interest in Tezhong Duanya. Tezhong Duanya is an associate of the Company and is therefore a related legal person of the Company under the provisions of Accounting Standards for Enterprises No.36 – Disclosure of Related Parties.
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REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
Name of the enterprise: Taiyuan Hengda Intelligent Control Technology Co., Ltd.
Unified social credit identifier: 91149900MADPBBGH45
Type: Limited liability company
Legal representative: Dong Zhiwei
Registered capital: RMB10,000,000
Date of establishment: 10 July 2024
Term of business: 10 July 2024 to indefinite
Domicile: Workplace No. 3051, Xiaomanjia Science and Technology Makerspace, 3rd Floor and 16th Floor, No. 3, Zhichuang City, No. 1 Qimao Road, Xuefu Industrial Park, Shanxi Transformation Comprehensive Reform Demonstration Zone
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REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
Scope of business:
General project: Technical services, technical development, technical consulting, technical exchanges, technology transfer and technology promotion; sales of mechanical equipment; sales of mechanical parts and components; sales of mining machinery; sales of special equipment for oil refining and chemical production; sales of industrial automated control system devices; sales of industrial control computers and systems; intelligent control system integration; sales of liquid and gas-tight components and systems; sales of industrial robots; professional design services; sales of intelligent robots; installation and maintenance of industrial robots; retail of computer hardware and software and auxiliary equipment; computer system services; information technology consulting services; sales of metal materials; sales of steel bars for construction; rental services (excluding licensed rental services); import and export of goods; import and export of technology; research and development of emerging energy technologies; energy storage technology services; enterprise management consulting; rental and operation services of small and micro-sized passenger cars; marketing planning; brand management; sales of communication equipment; general mechanical equipment installation services; sales of refrigeration and air-conditioning equipment; sales of rubber products; sales of chemical products (excluding licensed chemical products); retail of clothing and costumes; retail of shoes and hats; sales of building materials; sales of hydraulic power machinery and components; sales of mechanical and electrical equipment; wire and cable business; sales of electronic products; sales of office supplies; sales of instrument and meters; retail of hardware products; sales of coal and its products; coking; repair of general equipment; repair of special equipment; repair of instrument and meters; repair of electrical equipment. (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license) Licensed project: Sales of special products for computer information system security; construction project construction; construction labor subcontracting; residential interior decoration and renovation; road transportation of dangerous goods. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant authorities, the specific business items shall be subject to the approval documents or permits issued by the relevant authorities)
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REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
Related party relationship with the Company:
Zhengzhou Hengda Intelligent Control Technology Co., Ltd., a subsidiary controlled by the Company, holds 20% of the equity of Taiyuan Intelligent Control. Taiyuan Intelligent Control is an associate of the Company and a related legal person of the Company according to the requirements of Accounting Standards for Enterprises No.36 – Disclosure of Related Parties.
Name of the enterprise: Henan State-owned Capital Operation Group Co., Ltd
Unified social credit identifier: 91410000MA9LD5242F
Type: Limited liability company (wholly state-owned)
Legal representative: Zhang Junqiang
Registered capital: RMB15,000,000,000
Date of establishment: 10 June 2022
Term of business: 10 June 2022 to indefinite
Domicile: 8th Floor, Block D, Kailin IFC Building, No. 88, Jinshui East Road, Zhengdong New District, Zhengzhou Municipality, Henan Province
Scope of business: General project: Asset management services for investment with own funds; investment activities with own funds; financing consulting services; social and economic consulting services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
Related party relationship with the Company: Henan Capital Group directly holds 9.98% of the Company’s shares and directly and through its wholly-owned subsidiaries holds a total of 13.66% of the Company’s shares, and is a related legal person of the Company.
ANNEX
REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
The above-mentioned related parties have stable operating conditions, there are no major contingencies that may affect their debt repayment ability, and they have the corresponding ability to perform their obligations.
The Company and its subsidiaries are principally engaged in the research and development, production and sales of coal mining machinery and auto parts. ZMJ Commercial Factoring Co., Ltd., a wholly-owned subsidiary of the Company, is principally engaged in the provision of trade financing by way of transfer of accounts receivable, settlement, management and collection of accounts receivable and management of sales ledger.
According to the business characteristics and business development needs of the Company and its relevant subsidiaries, the Company and the above-mentioned related parties will continue to conduct daily related party transactions in the ordinary course of business in the purchase of raw materials, auxiliary parts, sales of products, receipt of labor services, building leasing and commercial factoring business.
The pricing policies for the transactions between the Company and its controlling subsidiaries and the above related parties are: based on the principles of openness, fairness and justice, refer to the state-prescribed prices or implement the state requirements where available; Where there is no state-prescribed price or state requirement, the fair market price of the most comparable product and production collaboration shall apply; If no fair market price is available, the price will be negotiated and determined by both parties based on the principles of mutual benefit and fairness. If any third party's transaction terms are better than those offered by the above-mentioned related parties, the Company and its subsidiaries have the right to trade with third parties.
The Company will strictly abide by the relevant regulations such as the Articles of Association and the "Decision-making System for Related Party Transactions" to ensure the fairness of related party transactions.
The above-mentioned related party transactions are necessary for the normal business operations of the Company. The pricing policies of each daily related party transaction shall strictly follow the general commercial principles of openness, fairness, justice and compensation of equal value, which are conducive to the business development of the Company, and are expected to play a positive supporting role in the daily business operations of the Company, without prejudice to the overall interests and long-term interests of the Company, and without prejudice to the interests of all shareholders of the Company, especially minority shareholders. The above-mentioned related party transactions did not form a significant reliance on related parties.
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REPORT ON EXPECTED DAILY RELATED PARTY TRANSACTIONS IN 2025
In accordance with the requirements of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the Guideline No. 5 on Self-discipline Supervision of Listed Companies of the Shanghai Stock Exchange – Transactions and Related Party Transactions, the related party shareholders, i.e. Henan Capital Group and its subsidiaries, shall abstain from voting when considering the expected daily related party transactions in 2025 at the general meeting of the Company.
For details of this proposal, please refer to the "Announcement on the Expected Daily Related Party Transactions in 2025" published by the Company on the website of the Shanghai Stock Exchange and other designated information disclosure media on 9 January 2025 (announcement number: 2025-003).
This is hereby submitted for the consideration and approval by the Shareholders and shareholder representatives.
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 00564)
NOTICE IS HEREBY GIVEN THAT the first extraordinary general meeting of 2025 (the "EGM") of Zhengzhou Coal Mining Machinery Group Company Limited (the "Company") will be convened at the Convention Centre, Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Zhengzhou Section (Econ-Tech Development Zone) of China (He'nan) Pilot Free Trade Zone, the PRC at 2:00 p.m. on Thursday, 17 April 2025 for the following purposes:
In order to determine the list of Shareholders who are eligible to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 14 April 2025 to Thursday, 17 April 2025 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the register of members of the Company on Thursday, 17 April 2025 are entitled to attend and vote at the EGM. H Shareholders who intend to attend and vote at the EGM are required to deposit all share transfer documents together with relevant H Share certificates at the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. on Friday, 11 April 2025.
By Order of the Board
Zhengzhou Coal Mining Machinery Group Company Limited
Chairman
JIAO Chengyao
Zhengzhou, the PRC, 27 March 2025
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
As at the date of this announcement, the executive Directors of the Company are Mr. JIAO Chengyao, Mr. JIA Hao, Mr. MENG Hechao and Mr. LI Kaishun, the non-executive Director is Mr. CUI Kai and the independent non-executive Directors are Mr. CHENG Jinglei, Mr. JI Feng, Mr. FANG Yuan and Ms. YAO Yanqiu.
Notes:
(1) All votes of resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.zmj.com) in accordance with the Listing Rules.
(2) Any Shareholders entitled to attend and vote at the EGM can appoint one or more proxies to attend and vote at the meeting on his/her behalf. A proxy need not be a Shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each proxy is so appointed.
(3) Shareholders shall appoint their proxies in writing. The form of proxy shall be signed by the Shareholder or his/her/its attorney who has been duly authorised in writing. If the Shareholder is a corporation, the form of proxy shall be affixed with the corporation's seal or signed by its Director, or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the Shareholder, the power of attorney or other authorisation document shall be notarised. For H Shareholders, the aforementioned documents must be lodged with the H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof in order for such documents to be valid. Completion and delivery of the form of proxy shall not preclude a Shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument for appointing a proxy shall be deemed to be revoked.
(4) Shareholders shall produce their identification documents when attending the EGM.
(5) If a proxy attends the EGM on behalf of a Shareholder, he/she should produce his/her identification document as well as the power of attorney or other documents signed by the appointer or his/her attorney with a specific date of issuance. If a representative of a corporate Shareholder attends the EGM, such representative shall produce his/her identification document and the notarised copy of the resolution passed by the board of directors or other authority or other notarised copies of any authorisation documents issued by such corporate Shareholder.
(6) The EGM is expected to last for half a day. Shareholders who attend the EGM (in person or by proxy) shall bear their own travelling, accommodation and other expenses.
(7) Contact information of the Company:
Address: Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Zhengzhou Section (Econ-Tech Development Zone) of China (He'nan) Pilot Free Trade Zone, the PRC
Postal Code: 450016
Telephone: 86-371-67891199
Contact Person: Mr. XI Zhipeng
Facsimile: 86-371-67891000