精智达: 关联交易决策制度

Core Viewpoint - The document outlines the decision-making system for related party transactions of Shenzhen Jingzhida Technology Co., Ltd, ensuring compliance with relevant laws and protecting the rights of the company and its non-related shareholders [1][2]. Group 1: General Principles - The company aims to regulate related party transactions to prevent harm to the company and its shareholders, based on various legal frameworks [1]. - Related party transactions must be legal, transparent, and not conceal relationships or evade disclosure obligations [2][3]. - Basic principles for related party transactions include honesty, equality, voluntary participation, fairness, and public disclosure [2]. Group 2: Definition and Scope - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to key management [5]. - Transactions involving related parties must be reported and updated regularly through the exchange's management system [3][4]. Group 3: Approval and Disclosure Procedures - Certain related party transactions require board approval and must be disclosed to shareholders, especially those involving guarantees or significant financial support [4][5]. - The board must evaluate the necessity and fairness of transactions, potentially involving independent assessments [7][8]. Group 4: Decision-Making Authority - The document specifies different approval levels for transactions based on their size and nature, with certain transactions requiring board or chairman approval [10][11]. - Related directors must abstain from voting on transactions where they have a conflict of interest [9][10]. Group 5: Internal Control and Monitoring - The company must maintain accurate records of related parties and monitor for any potential misuse of company resources by related parties [14][16]. - In case of any financial harm due to related party actions, the board is responsible for taking protective measures [16].