General Provisions - The rules are established to protect the interests of minority shareholders and ensure the fairness of related party transactions, in accordance with relevant laws and regulations [1][2] - Related transactions conducted by the company's controlling subsidiaries are treated as the company's transactions and are subject to these rules [1] - The controlling shareholders and actual controllers of the company must not use their relationships to harm the company's interests [1] Related Parties and Relationships - Related parties include both legal entities and natural persons that have a special relationship with the company, which may lead to biased interests [7][9] - The company must disclose any relationships that may influence its interests, including those involving directors, senior management, and shareholders holding more than 5% of shares [10][11] Related Transactions - Related transactions are defined as those that may lead to the transfer of resources or obligations between the company and its related parties [12] - The company must ensure that related transactions are legal and compliant, and must not conceal related relationships [2][5] Decision-Making Authority and Procedures - The company must conduct thorough reviews of related transactions, ensuring clarity on the status of transaction targets and the legality of the counterparties involved [13][14] - Specific thresholds for transaction amounts require approval from independent directors and may necessitate shareholder meetings for further scrutiny [6][8] Disclosure Requirements - The company must disclose related transactions that exceed certain financial thresholds, including those involving guarantees or financial assistance to related parties [19][20] - If a transaction involves a significant premium over the book value, the company must provide detailed explanations and ensure protective measures for minority shareholders [14][27] Miscellaneous Provisions - The rules are subject to amendments based on changes in laws and regulations, and they take effect upon approval by the company's board and shareholders [15][34] - The board of directors is responsible for interpreting these rules [15][34]
春风动力: 浙江春风动力股份有限公司关联交易规则(2025年6月)