General Principles - The company establishes a system to regulate related party transactions, ensuring fairness in decision-making and protecting the rights of shareholders and creditors [1] - Related party transactions are defined as matters involving the transfer of resources or obligations between the company and its related parties [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant stake in the company, such as those holding more than 5% of shares or serving as directors and senior management [2][3] - Specific criteria are outlined for identifying related legal entities and natural persons, including control relationships and familial ties [2][3] Types of Related Party Transactions - The system specifies various types of related party transactions, including asset purchases, external investments, financial assistance, guarantees, leasing, management contracts, and more [3][4] - Transactions that may involve resource or obligation transfers are also included, ensuring comprehensive coverage of potential related party dealings [4] Approval Authority for Related Transactions - Transactions exceeding 30 million yuan or 5% of the company's latest audited net assets require board approval and subsequent shareholder meeting review [9] - The board can approve transactions below specified thresholds without shareholder meeting review, while the general manager has authority for even lower amounts [10][11] Decision-Making Procedures - Related transactions must be reported to the board by any director or senior management with a conflict of interest, regardless of the need for board approval [15] - Independent directors must review related transactions, and the board must ensure that decisions are made based on objective standards [15][16] Pricing of Related Transactions - The pricing of related transactions should adhere to market principles, with prices ideally aligning with those of independent third parties [22][23] - Various pricing methods are outlined, including state pricing, industry pricing, and cost-plus pricing, ensuring transparency and fairness in transaction pricing [23][24] Restrictions on Fund Usage - The company prohibits related parties from occupying its funds or resources and from requiring the company to cover their expenses [25][26] - Measures are in place to prevent the misuse of company resources by shareholders and related parties [26][27] Miscellaneous Provisions - The system will take effect upon approval by the company's shareholder meeting and will be subject to relevant laws and regulations [30][31] - The board is responsible for interpreting and modifying the system as necessary [31]
华宝新能: 关联交易管理制度