科捷智能: 关联交易决策制度

Core Points - The company establishes a system to regulate related party transactions to ensure legality, fairness, and reasonableness, protecting the rights of shareholders and the company [1][2] - Related party transactions must be priced fairly, follow compliant decision-making procedures, and adhere to information disclosure standards [1][2] - The company’s subsidiaries and affiliates are subject to the same regulations regarding related party transactions [1] Related Party Transaction Decision-Making Procedures - The company defines related parties as both legal entities and natural persons, with specific criteria outlined in the company’s articles of association [2] - Directors, senior management, and significant shareholders must report related party relationships to the board for proper management [2][3] - Transactions that meet disclosure standards require approval from a majority of independent directors before being submitted to the board for review [2][3] Pricing of Related Party Transactions - Related party transaction pricing must be fair and can be based on government pricing, market prices from independent third parties, or reasonable cost-plus pricing methods [4][5] - If no comparable market prices exist, the company must disclose the pricing determination principles and justify the fairness of the pricing [4][5] Premium Purchases of Related Party Assets - For significant related party transactions where the purchase price exceeds 100% of the book value, the company must provide a network voting option for shareholders and disclose the reasons for the premium [6] - A profit forecast report must be provided for major related party transactions, audited by a qualified accounting firm [6] Internal Execution Department Functions - The finance center is responsible for managing related party transaction records and updating related party information [7] - The audit committee and internal control audit center oversee related party transactions and report any violations to the shareholders [7] Miscellaneous Provisions - The company’s board of directors is responsible for interpreting the established system, which becomes effective upon approval by the shareholders [8]