TSPGC(SH:601000) Zheng Quan Zhi Xing·2025-07-15 08:13Core Viewpoint - The document outlines the management system for related party transactions of Tangshan Port Group Co., Ltd, emphasizing the need for legality, necessity, and fairness in such transactions to protect the interests of shareholders and the company [2][4]. Group 1: General Principles - The company aims to strengthen the management of related party transactions, clarifying responsibilities and ensuring compliance with relevant laws and regulations [2]. - Related party transactions must maintain the company's independence and not be used to manipulate financial indicators or harm the company's interests [2][3]. - Transactions between the company's subsidiaries and related parties are treated as company actions and must adhere to the established decision-making and disclosure procedures [3] Group 2: Definition of Related Party Transactions - Related party transactions include resource or obligation transfers between the company and its related parties, covering various types such as asset purchases or sales [4][5]. - The company distinguishes between temporary and daily related party transactions, with the former requiring individual review and disclosure [5]. Group 3: Identification of Related Parties - Related parties include both legal entities and natural persons that have control or influence over the company [6][7]. - Specific criteria are established for identifying related legal entities and natural persons, including ownership stakes and management positions [6][8]. Group 4: Management Responsibilities - The chairman and general manager are the primary responsible persons for managing related party transactions, with the finance director and board secretary directly responsible [11]. - The board secretary's office coordinates related party transaction management, including compliance with regulatory requirements and maintaining a list of related parties [12][13]. Group 5: Pricing Principles and Methods - Related party transactions must be documented in written agreements that specify pricing policies and key terms [18]. - Pricing should be fair and based on government pricing, market prices, or reasonable cost-plus methods when independent market prices are unavailable [19][20]. Group 6: Decision-Making and Disclosure Procedures - Transactions exceeding specified thresholds require independent board approval and timely disclosure [21][22]. - The company must assess the necessity and reasonableness of transactions, ensuring transparency and compliance with regulatory standards [25][26]. Group 7: Information Disclosure - The board secretary's office is responsible for drafting and disclosing related party transaction announcements in accordance with regulatory requirements [34]. - Specific transactions must be disclosed based on their monetary value and impact on the company's audited net assets [35][36]. Group 8: Miscellaneous Provisions - The document specifies that the rules apply from the date of approval by the company's shareholders and outlines the responsibilities for interpretation [41][42].