General Principles - The purpose of the system is to regulate related party transactions of Hangzhou Binjiang Real Estate Group Co., Ltd., ensuring fairness and compliance with laws and regulations [1][2] - Related party transactions are defined as the transfer of resources or obligations between the company or its subsidiaries and related parties [1] Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that meet specific criteria, such as holding more than 5% of shares or being directors and senior management [2][3] - Types of related party transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and more [3][4] Approval and Decision-Making Procedures - Transactions with related natural persons exceeding RMB 300,000 or with related legal entities exceeding RMB 3 million must be approved by independent directors and disclosed [3][4] - Transactions exceeding RMB 30 million or 5% of the latest audited net assets require shareholder approval and must include an audit or evaluation report [3][4] Exemptions and Special Cases - Certain transactions may be exempt from audit or evaluation, such as daily related transactions or those involving cash contributions [4][5] - The company must ensure that guarantees provided to related parties are approved by non-related directors and disclosed to shareholders [4][5] Daily Related Transactions - Daily related transactions must be disclosed and approved based on estimated annual amounts, with adjustments made for any significant changes [11][12] - Agreements for daily related transactions should include key terms such as pricing, total volume, and payment methods [11][12] Reporting and Management - Directors, senior management, and significant shareholders must report related party lists and relationships to the board for proper management [12] - The system will take effect upon approval by the company's shareholders and will be interpreted by the board [12]
滨江集团: 关联交易决策制度(2025年5月修订)