Wecome Intelligent Manufacturing (SH:603070) Zheng Quan Zhi Xing·2025-07-09 16:11Core Viewpoint - The document outlines the management system for related party transactions of Wan Control Intelligent Manufacturing Co., Ltd, emphasizing the need for fairness, legality, and transparency in transactions to protect the interests of the company, shareholders, and creditors, particularly minority investors [1][2]. Group 1: General Principles - The purpose of the related party transaction management system is to standardize decision-making processes and responsibilities, ensuring compliance with relevant laws and regulations [1]. - The company and its subsidiaries should minimize related party transactions and ensure their legality, necessity, reasonableness, and fairness [1][2]. Group 2: Responsibilities and Management - The Chairman of the Board is the primary responsible person for managing related party transactions, with other senior management also holding management responsibilities [2]. - The Audit Committee of the Board has the authority to inspect related party transactions independently or through the internal audit department [2]. Group 3: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant influence or control over the company [3][4]. - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares or serving as directors or senior management [3][4]. Group 4: Related Party Transactions - Related party transactions are defined as resource or obligation transfers between the company and its related parties, including various types of transactions such as asset purchases, financial assistance, and service provisions [10][11]. - The company must carefully assess whether a transaction constitutes a related party transaction and submit relevant information for approval before proceeding [5][11]. Group 5: Pricing Principles - Related party transactions should adhere to principles of honesty, equality, and fairness, with pricing based on national pricing, market prices, or negotiated agreements [12][13]. - The company must track market price and cost changes related to transactions and ensure that pricing does not deviate from independent third-party standards [12][13]. Group 6: Approval and Disclosure Procedures - Transactions exceeding specified monetary thresholds require Board approval and disclosure, with different thresholds for transactions with natural persons and legal entities [15][16]. - Related party transactions must be documented in written agreements that clearly outline terms, including pricing and payment methods [13][14]. Group 7: Responsibilities of the Board and Shareholders - Related directors must abstain from voting on related party transactions, ensuring that decisions are made by non-related directors [26][27]. - Shareholders with related interests must also disclose their relationships and abstain from voting on relevant matters [26][27]. Group 8: Monitoring and Compliance - The Audit Committee is responsible for overseeing the disclosure and compliance of related party transactions, ensuring that any irregularities are reported [30][31]. - The company must take protective measures if related parties are found to be misappropriating funds or assets [31]. Group 9: Information Disclosure - The company is required to disclose detailed information about related party transactions, including transaction parties, pricing policies, and the impact on the company's financial status [33][34]. - Disclosure must include the total amount of transactions with related parties during the year and any significant changes in agreements [34].