金字火腿: 关联交易管理制度

General Principles - The company establishes a system to ensure that related party transactions are conducted fairly, justly, and transparently, protecting the interests of the company and all shareholders [1] - Related party transactions include the transfer of resources or obligations between the company and its controlling subsidiaries and related parties [1] Related Parties and Transactions - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those controlling 5% or more of the company's shares [1][3] - The types of related party transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and various other agreements that may transfer resources or obligations [2] Decision-Making Procedures - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [4][8] - Transactions over 30,000 RMB with natural persons or 3,000,000 RMB with legal entities that exceed 0.5% of the company's latest audited net assets must be approved by a majority of independent directors [4] Disclosure and Approval Requirements - Transactions exceeding 30,000,000 RMB and 5% of the company's latest audited net assets require independent evaluation and disclosure of the audit or assessment report [4] - Related directors must abstain from voting on transactions, and a majority of non-related directors must be present for the meeting to proceed [5][6] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions for affiliated companies under certain conditions [7] - Guarantees provided to related parties must be approved by a majority of non-related directors and submitted for shareholder approval [7] Daily Related Transactions - For frequent daily transactions, the company can estimate annual amounts and must disclose any amounts exceeding these estimates [10][23] - The company must disclose the nature of related transactions, including parties involved, transaction details, and pricing basis [25] Exemptions from Obligations - Certain transactions, such as cash subscriptions for public offerings or transactions under equal conditions with non-related parties, may be exempt from some obligations [11]