安通控股: 关联交易管理制度

General Principles - The purpose of the regulations is to standardize the related party transactions of Antong Holdings Co., Ltd., enhance the company's operational standards, and protect the legal rights of the company and all shareholders [1] - The regulations are based on relevant laws and guidelines including the Company Law of the People's Republic of China and the Shanghai Stock Exchange Listing Rules [1] Related Parties and Relationships - Related parties include both legal entities and natural persons that have a significant influence or control over the company [2] - Specific criteria for identifying related legal entities include direct or indirect control, significant shareholding, and other special relationships that may lead to biased interests [2][3] - Related natural persons include shareholders holding more than 5% of shares, directors, and senior management [2] Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, external investments, financial assistance, and guarantees [3][4] - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [4][5] Disclosure and Approval Procedures - Transactions with related parties that meet specified monetary thresholds must be disclosed and submitted for shareholder approval [5][6] - Independent directors must approve related transactions before they are presented to the board for review [21] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions outlined [8] - Guarantees provided to related parties must also follow strict approval processes involving independent directors and shareholder meetings [8] Investment and Rights Waivers - The company must adhere to specific procedures when waiving rights related to subsidiaries or controlling entities, especially if it affects the consolidated financial statements [9][10] - Joint investments with related parties must comply with the relevant regulations regarding disclosure and approval [17] Daily Transactions - Daily related transactions must be disclosed in annual and semi-annual reports, and any significant changes to agreements must be submitted for approval [24] Pricing of Related Transactions - The pricing of related transactions should adhere to market principles, ensuring that prices do not deviate from those available to independent third parties [28][29] - Various pricing methods are outlined, including market price, cost-plus pricing, and negotiated prices [29] Final Provisions - The regulations will be implemented following approval by the company's shareholders and will be subject to interpretation and revision by the board of directors [14]