天山股份: 关联交易决策制度（2025年7月）

Core Viewpoint - The document outlines the decision-making system for related party transactions of Tianshan Materials Co., Ltd, emphasizing the need for compliance with legal regulations and the protection of the company's and shareholders' interests. Group 1: General Principles - The company aims to standardize related party transactions to ensure they do not harm the company's or shareholders' legal rights and interests [1] - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [2] - Transactions should not be used to manipulate financial indicators or harm the company's interests [2] Group 2: Related Party Definition - Related parties include entities controlled by the company's major shareholders, actual controllers, directors, and senior management [6] - The definition of related parties extends to individuals holding more than 5% of the company's shares and their close family members [10] Group 3: Transaction Procedures - Related party transactions must be documented in written contracts that clearly define the rights and obligations of both parties [4] - Transactions exceeding certain thresholds require board approval, with specific amounts set for transactions with individuals (over 300,000 yuan) and organizations (over 3 million yuan) [22][23] Group 4: Decision-Making Process - The board must ensure that related directors abstain from voting on transactions where they have a conflict of interest [17] - Independent directors must discuss and approve related party transactions before they are submitted to the board for review [25] Group 5: Disclosure Requirements - The company is required to disclose related party transactions that exceed specified monetary thresholds, ensuring transparency in dealings [31][32] - Disclosure must include detailed documentation such as board resolutions and independent director opinions [33] Group 6: Special Provisions - The company may engage independent financial advisors to assess the fairness of significant related party transactions [27] - Transactions involving guarantees for related parties must receive heightened scrutiny and approval from non-related directors [28]