*ST凯鑫: 关联交易决策制度

Core Points - The document outlines the decision-making system for related party transactions of Shanghai Kaixin Separation Technology Co., Ltd, aiming to standardize operations and protect shareholder rights [1][19] - Related party transactions must be priced fairly, follow compliant decision-making procedures, and ensure proper information disclosure [1][4] - The board's audit committee is responsible for controlling and managing related party transactions [1][4] Group 1: Definition of Related Parties - Related parties include both legal entities and natural persons that have a direct or indirect control relationship with the company [5][6] - Legal entities that control the company or are controlled by the same entity are considered related parties, as well as individuals holding more than 5% of the company's shares [5][6] - The document emphasizes that the assessment of related party relationships should focus on the substance over form principle [3][4] Group 2: Recognition of Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, investments, and financial support [4][10] - The company must sign written agreements for related transactions, clearly stating pricing policies [11][12] - Fair pricing for related transactions should be based on government pricing, market prices, or reasonable cost plus profit methods [11][12] Group 3: Decision-Making Procedures - The board must ensure that related directors abstain from voting on related transactions, and a majority of non-related directors must approve the decisions [15][16] - Related shareholders must also abstain from voting during shareholder meetings regarding related transactions [16][17] - Specific thresholds for transaction amounts dictate the level of approval required, with higher amounts necessitating shareholder meeting approval [9][10] Group 4: Disclosure Requirements - The company is required to disclose related party transactions in accordance with relevant laws and regulations, including details about pricing policies and the nature of the transactions [33][34] - Disclosure must include the total amount of transactions with related parties and any significant deviations from market prices [35][36] - The company must provide documentation supporting the disclosures, including board resolutions and independent opinions when necessary [18][19]