金开新能: 金开新能源股份有限公司关联交易管理制度

Core Points - The article outlines the management system for related party transactions of Jinkai New Energy Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] Group 1: Principles of Related Party Transactions - Related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1][2] - Transactions should be fair, just, and open, with related parties abstaining from voting on matters where they have a conflict of interest [1][2][3] - The board of directors must assess whether the transaction is beneficial to the company, potentially seeking independent evaluations [1][2] Group 2: Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that have control or influence over the company [2][3] - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares or serving as directors [2][3] Group 3: Types of Related Party Transactions - Related party transactions encompass various activities such as asset purchases, financial assistance, guarantees, and management services [4][5] - The system specifies that transactions must be legally justified, necessary, and reasonably priced [2][4] Group 4: Pricing and Management of Related Party Transactions - Pricing for related party transactions should follow national pricing, market pricing, or negotiated pricing principles [6][11] - The financial department is responsible for tracking market prices and cost changes related to these transactions [6][11] Group 5: Approval and Disclosure Procedures - Transactions below certain thresholds can be approved by the general manager, while larger transactions require board approval and may need to be submitted to the shareholders' meeting [7][9] - Disclosure requirements are established based on transaction amounts, with specific thresholds for reporting to regulatory bodies [11][12] Group 6: Special Provisions for Daily Transactions - Daily related party transactions must follow specific procedures for approval and disclosure, including annual reporting on their execution [31][32] - The company can estimate annual transaction amounts and must disclose any significant changes during execution [31][32] Group 7: Exemptions from Approval and Disclosure - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual approval and disclosure requirements [38][39] - The system outlines specific conditions under which transactions can be exempted from standard procedures [38][39] Group 8: Financial Transactions and Fund Management - The company is prohibited from providing financial assistance to related parties, with exceptions for certain conditions [40][41] - The system emphasizes the need for transparency and accountability in financial dealings with related parties [40][41]