Kanion Pharmaceutical(SH:600557) Zheng Quan Zhi Xing·2025-04-02 13:20Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Jiangsu Kangyuan Pharmaceutical Co., Ltd, emphasizing fairness, legality, and the protection of shareholders' interests, particularly those of minority shareholders [1][2][3]. Group 1: General Principles - The company must ensure that related party transactions are fair, transparent, and do not harm the interests of the company or its shareholders, especially minority shareholders [1]. - Related party transactions should maintain the company's independence and must not be used to manipulate financial indicators [1][2]. - The regulations are binding on shareholders, directors, and management, who must comply with these rules [1]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3]. - Legal entities that control the company or are controlled by significant shareholders (holding over 5% of shares) are considered related parties [2]. - Natural persons who hold over 5% of shares or are directors, supervisors, or senior management of the company are also classified as related parties [2][3]. Group 3: Recognition of Related Transactions - Related transactions include resource transfers or obligations between the company and its related parties, such as asset purchases, investments, and financial assistance [5]. - Transactions with amounts exceeding 300,000 yuan for natural persons or 3 million yuan for legal entities require board approval and disclosure [5][6]. - Independent directors must review and approve significant related transactions before they are submitted to the board for approval [6][7]. Group 4: Decision-Making Procedures - Related transactions must be reviewed by non-related directors, and related directors must abstain from voting [23][25]. - The company must disclose details of related transactions, including the nature of the relationship and transaction terms [27][28]. - Certain transactions may be exempt from the usual review and disclosure requirements if they do not involve payment or obligations [29][30]. Group 5: Amendments and Effectiveness - The regulations are subject to revision by the company's board and will take effect upon approval by the shareholders' meeting [33][34]. - The previous related transaction decision-making system established in July 2007 is hereby abolished [34].