爱婴室: 关于修订《关联交易决策制度》的公告

Core Viewpoint - The company has revised its related party transaction decision-making system, eliminating the supervisory board and transferring its powers to the audit committee of the board of directors, aiming to enhance corporate governance and operational standardization [1][5]. Summary by Sections Revision of Related Party Transaction Decision-Making System - The company will no longer establish a supervisory board, with its powers being assumed by the audit committee of the board of directors [1]. - The revisions include the removal of provisions related to supervisors and the supervisory board, and the term "shareholders' meeting" has been standardized to "shareholders' assembly" [5]. Definition of Related Parties - The definition of related natural persons has been updated, including shareholders holding more than 5% of shares, directors, and senior management [1][2]. - The criteria for identifying related legal entities or individuals have also been clarified, including those who have had a related party relationship within the past twelve months [2]. Board of Directors' Responsibilities - When reviewing related party transactions, related directors must abstain from voting, and decisions require a majority of non-related directors [3][4]. - If the number of non-related directors present is less than three, the transaction must be submitted to the shareholders' assembly for approval [3]. Approval Thresholds for Related Party Transactions - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan and 0.5% of the latest audited net assets require board approval [5]. - Transactions exceeding 30 million yuan and 5% of the latest audited net assets must be submitted to the shareholders' assembly for approval [5]. Independent Directors' Role - Independent directors and members of the supervisory board must pay special attention to related directors' abstention and express independent opinions on related transactions [5]. - The independent directors' meeting will assess whether certain related transactions harm the company's interests [5]. Other Provisions - The revisions do not include substantial changes to other provisions of the related party transaction decision-making system, and the proposal will be submitted for approval at the shareholders' assembly [5].