禾盛新材: 关联交易制度(2025年5月)

Core Points - The article outlines the related party transaction system of Suzhou Hesheng New Materials Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] - The document specifies the definitions of related parties and the types of transactions that fall under this system [3][4] Group 1: Related Party Definition - Related parties include both legal entities and natural persons that have a significant stake or control over the company [2][3] - Legal entities that are considered related parties include those that directly or indirectly control the company or hold more than 5% of its shares [2][3] - Natural persons classified as related parties include shareholders with over 5% ownership, directors, and senior management [2][3] Group 2: Related Transactions - Related transactions encompass various activities such as asset purchases, financial assistance, and management services [3][4] - The company must adhere to principles ensuring that transactions do not harm the interests of the company and non-related shareholders [4][5] - Written contracts must be established for all related transactions, ensuring clarity and mutual agreement [4][5] Group 3: Decision-Making Procedures - The decision-making process for related transactions requires avoidance measures to prevent conflicts of interest [5][6] - Related directors must abstain from voting on transactions where they have a conflict of interest [5][6] - Transactions exceeding certain monetary thresholds require board approval and may necessitate independent evaluations [6][7] Group 4: Disclosure and Reporting - The company is obligated to disclose related transactions in its annual and semi-annual reports, detailing the nature and impact of these transactions [8][9] - Transactions that occur frequently or involve significant amounts must be reported and approved according to established procedures [8][9] - The company must maintain records of related transaction decisions for a period of twenty years [11]