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圣湘生物: 圣湘生物科技股份有限公司关联交易管理制度

Core Viewpoint - The document outlines the management system for related party transactions of Shengxiang Biotechnology Co., Ltd, emphasizing the need for fairness, legality, and transparency in such transactions to protect the interests of the company, its creditors, and all shareholders, especially minority investors [1][2]. Group 1: General Principles - The company aims to ensure the fairness of related party transactions and establish a management system to facilitate necessary transactions while safeguarding the interests of the company and its stakeholders [1]. - Related party transactions must be legal, necessary, reasonable, and fair, maintaining the company's independence and avoiding any form of benefit transfer or financial manipulation [2]. Group 2: Definition of Related Parties - Related parties include individuals or entities that have control over the company, hold more than 5% of shares, or are closely related to key management personnel [3][4]. - The company must maintain an updated list of related parties to ensure accurate identification during transactions [4]. Group 3: Transaction Types and Restrictions - Related party transactions encompass various activities, including financial assistance, asset purchases, and management services [5][6]. - The company is prohibited from providing financial assistance to controlling shareholders or related parties without specific conditions being met [6][7]. Group 4: Pricing and Decision-Making Procedures - The pricing of related party transactions should follow market principles, and written agreements must be established detailing transaction specifics [13][14]. - Significant transactions require approval from independent directors and may necessitate evaluations or audits if they exceed certain thresholds [10][11]. Group 5: Disclosure Requirements - The company must disclose related party transactions that meet specific monetary thresholds, ensuring transparency in its dealings [29][30]. - Annual and semi-annual reports should summarize daily related party transactions, and any significant changes in transaction agreements must be disclosed [32][33]. Group 6: Implementation and Compliance - The management system for related party transactions is effective upon approval by the company's board of directors, ensuring adherence to relevant laws and regulations [38].