General Principles - The purpose of the management measures for related party transactions is to standardize the related party transaction behavior of China Communications Design Consulting Group Co., Ltd., protect the legitimate rights and interests of the company and its shareholders, especially minority shareholders and creditors, and ensure the fairness of related party transaction decision-making [1][2] - The company and its subsidiaries must ensure the legality, necessity, reasonableness, and fairness of related party transactions, maintaining the company's independence and not using related party transactions to adjust financial indicators to the detriment of the company's interests [1][2] Definition and Confirmation of Related Party Transactions - Related party transactions refer to matters involving the transfer of resources or obligations between the company and its related parties, including but not limited to asset purchases or sales, external investments, financial assistance, guarantees, and other specified transactions [2][3] - The company must regularly compile and publish a list of related parties and update it in a timely manner to accurately identify and confirm related party transactions [3][4] Basic Principles of Related Party Transactions - To ensure the independence of the listed company and avoid competition, the company should minimize related party transactions [4][5] - Related party transactions must adhere to the principles of honesty, legality, necessity, reasonableness, and fairness [5][6] Review Procedures for Related Party Transactions - Transactions with related natural persons below RMB 300,000 and with related legal persons below RMB 3 million must be approved by the general manager after being managed by the relevant department [6][7] - Transactions exceeding RMB 30,000 with related natural persons or RMB 300,000 with related legal persons that account for more than 0.5% of the company's latest audited net assets must be submitted to the board of directors for review and disclosure [7][8] Disclosure Requirements - The company must disclose related party transaction information in accordance with the principles of truthfulness, accuracy, completeness, and timely disclosure, following the standards set by the Shanghai Stock Exchange [13][14] - Related party transactions involving the company's equity must disclose the latest audited financial reports, while transactions involving other assets must disclose evaluation reports [14][15] Responsibilities and Management - The board of directors is responsible for controlling and managing related party transactions, with specific departments assigned to handle various aspects of related party transactions [15][16] - The company must establish a mechanism for identifying related party transactions and ensure compliance with the decision-making and disclosure processes [16][17] Special Provisions for Financial Company Related Party Transactions - Transactions involving deposits, loans, and other financial services with related financial companies must adhere to the relevant regulations of the Shanghai Stock Exchange [17][18] - The company must disclose the determination methods for interest rates and ensure that transaction pricing is fair and protects the interests of the company and minority shareholders [18][19]
中交设计: 中交设计咨询集团股份有限公司关联交易管理办法