达威股份: 关联交易管理办法

General Principles - The company aims to enhance the management of related party transactions, ensuring fairness and protecting the rights of all shareholders [1] - Related party transactions must be documented in written agreements, adhering to principles of equality, voluntariness, equivalence, and compensation [1][2] - The company’s board of directors must assess whether related party transactions are beneficial, potentially hiring independent evaluators if necessary [1][2] Definition of Related Parties - Related legal entities include those that directly or indirectly control the company, entities controlled by such parties, and those holding more than 5% of the company's shares [2] - Related natural persons include individuals holding more than 5% of shares, company directors, and their close family members [2][3] Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, and financial assistance [3][4] Pricing Principles for Related Transactions - Related party transactions must be conducted at fair prices, referencing government pricing or market prices when available [5][6] - If no comparable market prices exist, reasonable costs plus profit margins should be used to determine pricing [5][6] Decision-Making and Approval Procedures - Transactions below RMB 300,000 or 0.5% of the latest audited net assets can be approved by the general manager [7] - Transactions above these thresholds require board approval, with independent directors reviewing them first [7][8] Disclosure Requirements - The company must disclose details of related party transactions, including transaction summaries, pricing policies, and the impact on financial conditions [11][12] - Transactions exceeding RMB 30 million or 5% of net assets require shareholder approval after board review [8][9] Exemptions from Approval - Certain transactions, such as cash subscriptions for publicly issued securities or transactions at government-set prices, may be exempt from the usual approval and disclosure requirements [12][13] Implementation and Amendments - The guidelines will be implemented after approval by the company's shareholders and can be amended similarly [14]