ZHONGTIAN SERVICE(SZ:002188) Zheng Quan Zhi Xing·2025-07-14 12:13Core Viewpoint - The document outlines the management system for related party transactions of Zhongtian Service Co., Ltd, emphasizing the need for fair pricing, compliance with decision-making procedures, and protection of the interests of the company and its shareholders [1][2]. Group 1: General Principles - The company and its subsidiaries must ensure that related party transactions do not harm the interests of the company and its non-related shareholders [1][2]. - Related party transactions should be conducted based on written agreements that are clear and specific, adhering to principles of equality and voluntary participation [1][3]. - Company shareholders, directors, and senior management must not exploit their relationships to harm the company's interests, and violations may lead to compensation responsibilities [1][3] Group 2: Definition of Related Parties - Related parties include both related legal entities and individuals, with specific criteria outlined for identifying these parties [2]. - Directors, senior management, and shareholders holding more than 5% of shares must report related party lists and relationships to the board of directors [2][3]. Group 3: Related Party Transactions - Related party transactions encompass various activities such as asset purchases, sales, financial assistance, guarantees, and management of assets [7][8]. - Transactions must adhere to principles of honesty and credit, and efforts should be made to minimize and regulate such transactions [3][4]. Group 4: Decision-Making Procedures - Related party transactions require necessary avoidance measures during agreement signing, ensuring that related parties do not interfere with company decisions [13][14]. - The chairman has the authority to decide on transactions that do not require board or shareholder approval [5][6]. Group 5: Disclosure and Approval - Transactions exceeding certain thresholds must be disclosed and submitted for shareholder approval, with specific amounts set for different types of transactions [8][9]. - Related shareholders must abstain from voting on matters where they have a conflict of interest [9][10]. Group 6: Financial Assistance Restrictions - The company is prohibited from providing financial assistance to related parties, with exceptions for certain conditions involving minority shareholders [11][12]. - Guarantees provided to related parties must be approved by a majority of non-related directors and disclosed to shareholders [11][12]. Group 7: Reporting and Compliance - The company must disclose related party transactions in annual and semi-annual reports, categorizing and summarizing the actual performance of these transactions [15][16]. - The company is required to ensure that related party transactions do not lead to the occupation of company funds or resources [17][18].