海鸥住工: 关联交易管理办法（2025年06月）

General Principles - The purpose of the management measures for related party transactions is to ensure that contracts with related parties are fair, just, and open, in accordance with relevant laws and regulations [1][2] - Related parties include both legal entities and natural persons, with specific criteria outlined for identification [2][3] Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and transparency, with related directors and shareholders required to abstain from voting [3][4] - The company should assess whether related party transactions are beneficial based on objective standards and may hire professional evaluators if necessary [3][4] Pricing Principles - The pricing of related party transactions should follow market price principles, with alternative pricing methods specified if market prices are unavailable [4][5] - The company must obtain valid evidence to support the determined transaction prices [5][6] Decision-Making Authority - Transactions with related parties exceeding certain thresholds require approval from the general manager or independent directors, depending on the transaction amount [5][6] - Transactions exceeding 30,000 yuan with natural persons or 3 million yuan with legal entities must be disclosed and approved by the board [5][6] Disclosure Requirements - Transactions exceeding 30 million yuan and 5% of the company's audited net assets must be disclosed and submitted for shareholder approval [5][6] - The company must disclose related party transactions in annual and semi-annual reports, summarizing the actual performance of these transactions [9][10] Avoidance Measures - Related parties must take necessary avoidance measures during the approval process, including abstaining from voting on related transactions [10][11] - The board meeting for related party transactions requires a majority of non-related directors to be present for valid decision-making [11][12] Information Disclosure - The company must provide relevant supporting documents to the Shenzhen Stock Exchange when disclosing related party transactions [12][13] - Certain transactions may be exempt from disclosure requirements but must still comply with major transaction regulations [12][13]