剑桥科技: 关联交易决策制度

Core Viewpoint - The document outlines the decision-making system for related party transactions of Shanghai Cambridge Technology Co., Ltd, emphasizing fairness, transparency, and protection of the company's and shareholders' interests [1][2]. Group 1: General Principles - The related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1][2]. - Related parties with voting rights at shareholder meetings should abstain from voting on related transactions, except in special circumstances [1][2]. - The board of directors must assess whether related transactions are beneficial to the company, potentially seeking independent evaluations [1][2]. Group 2: Definition and Scope of Related Parties - Related parties include related legal entities, natural persons, and potential related parties [2]. - Legal entities are considered related if they are controlled by the same parent company or if they hold significant shares (over 10%) in the company [2]. - Natural persons are defined as family members of key management and those holding significant shares [2]. Group 3: Types of Related Transactions - Related transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, management contracts, donations, debt restructuring, and R&D project transfers [3][4]. Group 4: Pricing and Management of Related Transactions - Written agreements must be established for related transactions, specifying pricing policies [6]. - Pricing principles include government pricing, market prices from independent third parties, and reasonable cost-plus pricing [6][5]. - If no comparable market prices exist, reasonable costs plus profits can be used as a basis for pricing [5]. Group 5: Procedures and Disclosure Requirements - Transactions exceeding 300,000 yuan with related natural persons must be disclosed to shareholders [6]. - Transactions over 3 million yuan with related legal entities, constituting more than 0.5% of the latest audited net assets, require board approval and disclosure [7]. - Transactions over 30 million yuan, constituting more than 5% of the latest audited net assets, necessitate independent evaluation and shareholder meeting approval [7]. Group 6: Approval and Voting Procedures - Related directors must abstain from voting on related transactions, and decisions require a majority of non-related directors [12][19]. - Related shareholders must also abstain from voting on matters where their interests may conflict [12][19]. Group 7: Exemptions from Obligations - Certain transactions, such as cash subscriptions for publicly issued stocks or bonds, are exempt from the obligations outlined in the document [13]. Group 8: Record Keeping and Amendments - Records of related transaction decisions must be maintained for at least ten years [14]. - The board of directors is responsible for amending the decision-making system in accordance with relevant laws and regulations [14].