ZTT(SH:600522) Zheng Quan Zhi Xing·2025-07-10 16:22Core Viewpoint - The document outlines the management system for related party transactions of Jiangsu Zhongtian Technology Co., Ltd, emphasizing the need for legality, necessity, reasonableness, and fairness in such transactions to protect investors' interests [2][3][4]. Group 1: General Principles - The company aims to enhance its operational standards and protect investors' rights by establishing a related party transaction management system based on relevant laws and regulations [2]. - Related party transactions must not manipulate financial indicators or harm the company's interests, and all parties must disclose their relationships transparently [2][4]. Group 2: Definition of Related Transactions and Parties - Related party transactions include various activities such as asset purchases, financial assistance, and joint investments between the company and its related parties [3]. - Related parties encompass both legal entities and individuals who have significant control or ownership stakes in the company [3][4]. Group 3: Pricing Principles for Related Transactions - Transactions must be documented with written agreements that specify pricing policies, ensuring fairness based on market standards or reasonable costs [5][6]. - If no comparable market prices exist, the company can use methods like cost-plus pricing or comparable uncontrolled price methods to determine transaction prices [5][6]. Group 4: Decision-Making and Disclosure Procedures - Transactions exceeding specified monetary thresholds require approval from independent directors and must be disclosed to shareholders [7][10]. - The company must ensure that related directors abstain from voting on transactions to maintain objectivity in decision-making [8][12]. Group 5: Special Provisions for Daily Transactions - Daily related transactions must be estimated and disclosed, with specific procedures for significant changes or renewals of agreements [14][25]. - The company can simplify disclosures for numerous related parties while ensuring compliance with regulatory standards [13][25]. Group 6: Exemptions from Disclosure and Approval - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from standard approval and disclosure processes [31][32]. - The company can also avoid audits for cash contributions to jointly controlled entities under specific conditions [32]. Group 7: Final Provisions - The management system is subject to Chinese laws and regulations, and any conflicts will be resolved in favor of these legal frameworks [18][37]. - The board of directors is responsible for interpreting and revising the management system, which will be implemented after shareholder approval [18][37].