盘江股份: 盘江股份关联交易公允决策制度

Core Viewpoint - The document outlines the fair decision-making system for related party transactions of Guizhou Panjiang Coal Co., Ltd, aiming to standardize operations, protect investors' rights, and ensure that transactions do not harm the interests of the company and its shareholders [1][2]. Group 1: General Principles - Related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1] - Transactions should be conducted fairly, justly, and transparently [1] - Directors with conflicts of interest must abstain from voting on related party transactions [1] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [2] - Legal entities that control the company or are controlled by the same entity are considered related parties [2] - Natural persons include shareholders with over 5% ownership and company directors or senior management [2] Group 3: Scope of Related Transactions - Related transactions encompass various activities such as asset purchases, financial assistance, and management services [5][6] - Pricing for related transactions should follow market price principles, cost-plus pricing, or agreed-upon pricing if no market price exists [4][5] Group 4: Approval Process - Transactions below 0.5% of the company's latest audited net assets can be approved by the general manager [5] - Transactions between 0.5% and 5% require board approval, while those exceeding 5% must be approved by the shareholders' meeting [6][7] Group 5: Information Disclosure - Transactions that fall under specific thresholds may not require public announcement [19] - Significant transactions must be disclosed within two working days after a decision is made [20] - Certain transactions, such as those providing unilateral benefits to the company, may be exempt from disclosure [21][22]