STEP(SZ:002527) Zheng Quan Zhi Xing·2025-06-25 18:07General Principles - The purpose of the system is to strengthen the management of related party transactions, clarify management responsibilities, and protect the legitimate interests of shareholders and creditors, especially minority investors [1] - The system is based on relevant laws and regulations, including the Company Law, Securities Law, and Shenzhen Stock Exchange Listing Rules [1] Related Parties and Transactions - Related party transactions refer to the transfer of resources or obligations between the company or its subsidiaries and related parties [2] - Related parties include both legal entities and natural persons, with specific criteria for identification [2][4] - The company must report related party information to the Shenzhen Stock Exchange in a timely manner [2] Types of Related Party Transactions - The types of transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and various other agreements that may lead to resource or obligation transfers [3] Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, openness, and equity [6] - Pricing for related party transactions should be disclosed adequately and should not deviate from market prices [6] - Independent directors must assess whether the transactions harm the company's interests and may hire professional evaluators if necessary [6] Approval Process - The general manager can approve transactions below 300,000 RMB with related natural persons and below 3 million RMB with related legal entities, provided they do not exceed 0.5% of the latest audited net assets [6][12] - Transactions exceeding these thresholds require board approval and, in some cases, shareholder approval [7][12] Disclosure Requirements - The company must disclose related party transactions according to the rules set by the Shenzhen Stock Exchange, including details about the transaction agreements and pricing [15][16] - Annual reports must summarize the actual performance of related party transactions [10] Exemptions from Approval and Disclosure - Certain transactions, such as those related to daily operations or those involving cash contributions, may be exempt from the usual approval and disclosure requirements [18] Implementation and Interpretation - The board and management are responsible for implementing approved related party transactions, and any changes to the agreements must be approved by the original approving body [14] - The system will take effect upon approval by the shareholders' meeting, replacing the previous management measures [19]