电科院: 关联交易决策制度

General Principles - The company establishes a decision-making system for related transactions to ensure fairness in transactions with related parties, based on relevant laws and regulations [1][2] - Related transactions must be documented in written agreements, adhering to principles of equality, voluntariness, equivalence, and compensation [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those controlling or holding more than 5% of shares [3][4] - The company must disclose any related relationships promptly to ensure transparency [2][3] Types of Related Transactions - Related transactions encompass various activities, including asset purchases, financial assistance, guarantees, leasing, and joint investments [3][4][5] - Transactions must comply with national laws and be conducted on a fair and honest basis [3][4] Decision-Making Procedures - Proposals for related transactions must be submitted by the company's functional departments, detailing the specifics and impact on the company and shareholders [4][5] - Transactions exceeding certain thresholds require approval from independent directors and may need to be submitted to the board or shareholders for further review [4][5][6] Approval and Disclosure Requirements - Transactions with related natural persons over 300,000 yuan and with related legal entities over 3 million yuan must be approved by independent directors and disclosed [5][6] - The company must ensure that related directors abstain from voting on transactions to avoid conflicts of interest [5][6] Daily Related Transactions - For daily related transactions, the company must establish written agreements and submit them for approval based on total transaction amounts [8][9] - If significant changes occur in ongoing agreements, new terms must be submitted for approval [9][10] Exemptions from Approval - Certain transactions, such as public tenders or those with predetermined pricing, may be exempt from the usual approval processes [10][11] - Transactions involving cash subscriptions for publicly issued securities are also exempt from related transaction requirements [11][12] Implementation and Management - The decision-making system will be effective upon approval by the shareholders' meeting and will be managed by the board of directors [11][12]