ST智云: 关联交易管理制度

Core Points - The document outlines the regulations and principles governing related party transactions for Dalian Zhiyun Automation Equipment Co., Ltd, ensuring fairness and protection of shareholders' rights, especially for minority shareholders [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of honesty and credit, avoidance of conflicts of interest, fair pricing, transparency, and respect for independent directors' opinions [1][2] - The company may hire professional evaluators or independent financial advisors when necessary for related party transactions [1] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company, such as those holding more than 5% of shares [2][3] - The document specifies criteria for identifying related parties, including family relationships and positions within the company or its controlling entities [2][3] Group 3: Approval Authority and Procedures - The General Manager can approve related party transactions below specified thresholds, while the Board of Directors and Shareholders' Meeting have higher thresholds for approval [4][5][6] - Related party transactions must be reviewed and approved by independent directors, and related directors must abstain from voting [5][6] Group 4: Disclosure Requirements - The company is required to disclose related party transactions in accordance with regulatory requirements, including details about the nature of the transaction, pricing policies, and the impact on the company [12][13] - Specific disclosures include the total amount of transactions with related parties and the rationale for the transactions [12][13] Group 5: Responsibilities and Liabilities - Directors and senior management have a duty to monitor related party transactions to prevent misuse of company resources [22][23] - Any violations of the regulations regarding related party transactions can lead to liability for the responsible parties [30][31] Group 6: Miscellaneous Provisions - The document states that the regulations will take effect upon approval by the shareholders' meeting and outlines the responsibilities of the Board of Directors for interpretation and amendments [41][42]