赛微微电: 关联交易管理制度

Core Viewpoint - The document outlines the regulations and principles governing related party transactions for Guangdong Saiwei Microelectronics Co., Ltd, ensuring fairness, transparency, and protection of shareholder rights, particularly for minority investors [1][2][3]. Group 1: Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty and credit, ensuring legality, necessity, reasonableness, and fairness, while maintaining the independence of the listed company [1][2]. - Written agreements must be signed for related party transactions, following principles of equality, voluntariness, equivalence, and compensation [1][2]. - Transactions should benefit the company's operations and development, with the board of directors assessing the advantages objectively, potentially hiring independent financial advisors for audits or evaluations [1][2][3]. Group 2: Definition and Reporting of Related Parties - Related party transactions include various activities such as asset purchases or sales, external investments, project transfers, and financial support [1][3]. - The company must report related party relationships, including those of directors, senior management, and shareholders holding more than 5% of shares, to the Shanghai Stock Exchange [3][4]. Group 3: Pricing and Approval of Related Party Transactions - The pricing of related party transactions must be fair and based on government pricing, market prices, or reasonable cost plus profit [6][10]. - Transactions exceeding certain thresholds require approval from independent directors and the board, with specific monetary limits set for different types of transactions [6][10][11]. Group 4: Decision-Making and Disclosure Procedures - The board of directors must ensure that independent directors participate in decision-making for related party transactions, and related directors must abstain from voting [14][37]. - The company is required to disclose related party transactions, including agreements, changes, and performance, to the relevant stock exchange [45][46]. Group 5: Responsibilities and Compliance - The company must ensure that related party transactions do not harm its interests, with provisions for compensation in case of violations [59][60]. - The document emphasizes the need for compliance with national laws and regulations, with the board responsible for interpreting and revising the related party transaction management system [60][62].