国投智能: 《关联交易管理办法（2025年7月）》

Core Viewpoint - The document outlines the revised management measures for related party transactions of Guotou Intelligent (Xiamen) Information Co., Ltd, emphasizing the principles of authenticity, necessity, and fairness in such transactions to protect the interests of the company and all shareholders [1]. Group 1: General Principles - The management measures apply to the company and its subsidiaries, including those directly or indirectly controlled by over 50% [1]. - Related party transactions are defined as matters involving the transfer of resources or obligations between the company or its subsidiaries and related parties [2]. - The company must adhere to principles of honesty, equality, and voluntary agreement in related party transactions [6]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons as defined by the listing rules [2]. - Specific criteria for identifying related legal entities include control relationships and significant shareholding [2][3]. - Natural persons are identified as related parties if they hold over 5% of shares or are directors or senior management of the company [3][4]. Group 3: Transaction Types - The document lists various types of related party transactions, including asset purchases or sales, external investments, financial assistance, guarantees, and management contracts [11]. - Transactions involving the purchase of raw materials, sales of products, and provision of services are also included [11]. Group 4: Pricing Principles - The pricing of related party transactions should follow national pricing, market prices, or negotiated prices, with a preference for cost-plus reasonable profit methods when no other pricing is available [5]. - The company must take effective measures to prevent related parties from occupying or transferring the company's funds and assets [5]. Group 5: Approval and Disclosure Procedures - Certain transactions must be submitted to the board of directors for approval and disclosure, especially those exceeding specified thresholds [14][15]. - Related party transactions below certain thresholds can be approved by the general manager, but if the general manager is a related party, board approval is required [16]. Group 6: Responsibilities and Compliance - The company must ensure that related party transactions do not harm the interests of non-related shareholders and must disclose necessary information [10][12]. - Violations of these measures can lead to accountability under the company's management regulations [34]. Group 7: Implementation and Amendments - The revised measures will take effect upon approval by the board of directors, replacing the previous version established in August 2024 [17].