天赐材料: 关联（连）交易管理制度（草案）

Core Viewpoint - The company establishes a system for managing related party transactions to ensure fairness, transparency, and protection of the interests of all shareholders, especially minority investors [1][2]. Group 1: Related Party Transactions - Related party transactions are defined as the transfer of resources or obligations between the company and its related parties [1][2]. - The company categorizes related party transactions and follows relevant laws and regulations for approval and disclosure [2][3]. - Basic principles for related party transactions include equality, voluntary participation, fairness, and the avoidance of conflicts of interest by related parties during voting [2][3][4]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons as defined by the China Securities Regulatory Commission and relevant stock exchange rules [4][5]. - The company identifies related legal entities and natural persons based on specific criteria, including significant shareholders and family members of key personnel [5][6]. Group 3: Transaction Types and Pricing - Related party transactions encompass various types, including asset purchases, financial assistance, and joint investments [9][10]. - Pricing for related party transactions should follow national pricing, market prices, or negotiated prices, ensuring fairness and transparency [12][13]. Group 4: Approval and Disclosure Procedures - Transactions exceeding certain thresholds require board approval and timely disclosure to shareholders [13][18]. - The company must disclose details of related party transactions, including counterparties, transaction amounts, and pricing methods [17][19]. Group 5: Voting and Conflict of Interest - Related directors and shareholders must abstain from voting on matters involving related party transactions to prevent conflicts of interest [20][21]. - The company has established procedures for identifying and managing conflicts of interest among directors and shareholders [20][21]. Group 6: Implementation and Compliance - The system for managing related party transactions is effective upon approval by the company's shareholders and is subject to ongoing compliance with relevant regulations [30][29].