SNW(SH:600628) Zheng Quan Zhi Xing·2025-06-27 16:50General Principles - The company establishes a system to regulate related party transactions to ensure legality, fairness, and reasonableness, protecting the rights of shareholders, especially minority shareholders [2][3] - Related party transactions must comply with relevant laws, regulations, and the company's articles of association, ensuring the company's independence and preventing the manipulation of financial indicators [2][3] Related Parties and Relationships - Related parties include both legal entities and natural persons that have a controlling relationship with the company [6][9] - Legal entities that control the company directly or indirectly, or hold more than 5% of the company's shares, are considered related parties [7][9] - Natural persons who hold more than 5% of the company's shares or are directors or senior management are also classified as related parties [9][10] Reporting and Management of Related Parties - Company directors and senior management must report related party lists and relationships to the board of directors [12] - The audit committee is responsible for confirming the list of related parties and reporting to the board [13] Disclosure and Decision-Making Procedures - Transactions with related parties exceeding certain thresholds must be disclosed and submitted for board and shareholder approval [17][19] - The company must disclose related party transactions in temporary and periodic reports, including transaction amounts and pricing policies [34][35] Pricing of Related Party Transactions - Related party transactions must be conducted at fair prices, with specific pricing methods outlined, such as cost-plus and comparable uncontrolled price methods [30][31] - If pricing cannot be determined by the outlined methods, the company must disclose the principles and methods used for pricing [32] Special Provisions for Major Transactions - For significant related party transactions, such as purchasing assets at a premium, the company must provide a profit forecast report and ensure shareholder participation in decision-making [47][48] - The audit committee must provide opinions on the fairness of the transaction pricing and its alignment with the interests of the company and its shareholders [51] Exemptions from Disclosure and Decision-Making - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual disclosure and decision-making processes [52][54] - The company can apply for exemptions for transactions that do not significantly impact its interests or violate confidentiality laws [56][60]