Core Viewpoint - The document outlines the management measures for related party transactions of Henan Yuguang Gold Lead Co., Ltd, aiming to standardize related party transaction behaviors, enhance operational compliance, and protect the legal rights of the company and its shareholders [2][3]. Group 1: General Principles - The purpose of the measures is to regulate related party transactions, improve the company's operational standards, and protect the rights of shareholders [2]. - Related party transactions must adhere to principles of fair pricing, compliance with decision-making procedures, and proper information disclosure [2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling relationship with the company [4][5]. - Legal entities that are considered related parties include those that directly or indirectly control the company or are controlled by the same entity as the company [4][5]. - Natural persons considered related parties include those holding more than 5% of the company's shares, company directors, and senior management [6][7]. Group 3: Reporting and Disclosure - Company directors, senior management, and shareholders holding more than 5% of shares must report related party lists and relationships to the board [4][10]. - Transactions with related natural persons exceeding 300,000 yuan and with related legal entities exceeding 3 million yuan must be approved by independent directors and disclosed [5][6]. Group 4: Decision-Making Procedures - Related party transactions must be reviewed and approved by the board and, in some cases, the shareholders' meeting, especially for significant transactions [6][12]. - Independent directors must approve related party transactions before submission to the board for review [12][13]. Group 5: Exemptions from Procedures - Certain transactions, such as those providing unilateral benefits without consideration, may be exempt from the usual review and disclosure requirements [14][15]. - Transactions that do not exceed specified thresholds may also be exempt from detailed procedures [14][15]. Group 6: Implementation and Amendments - The measures will take effect after approval by the company's shareholders' meeting and will replace previous related party transaction management measures [16].
豫光金铅: 河南豫光金铅股份有限公司关联交易管理办法