迅捷兴: 关联交易决策制度

Core Viewpoint - The company establishes a comprehensive system for managing related party transactions to protect the interests of shareholders, especially minority investors, ensuring fairness and transparency in transactions [1][2][3]. Group 1: Principles of Related Party Transactions - The company aims to minimize related party transactions and ensure that pricing is fair, just, and based on market standards [1][2]. - Related directors and shareholders must abstain from voting on related transactions [1][2]. - Independent financial advisors may be engaged to provide opinions on significant related transactions [1][2]. Group 2: Definition and Scope of Related Parties - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to such individuals [2][3]. - The company must be informed of any related party relationships by its directors and senior management [3]. Group 3: Pricing and Management of Related Transactions - Related transactions should follow a pricing hierarchy: state pricing, market pricing, cost-plus pricing, and negotiated pricing [4][5]. - The finance department is responsible for tracking market price changes and cost variations related to transactions [5]. Group 4: Decision-Making Authority and Procedures - Significant related transactions require approval from a majority of independent directors before being submitted to the board [6][7]. - Transactions exceeding certain thresholds must be audited or evaluated by qualified securities service institutions [6][7]. Group 5: Disclosure Requirements - Written agreements must be established for related transactions, and significant transactions must be disclosed promptly [12][14]. - The company must report any significant fluctuations in stock prices due to rumors or reports about related transactions [12]. Group 6: Prohibitions and Responsibilities - The company is prohibited from providing financial assistance to related parties, with specific exceptions [7][14]. - Directors and senior management must not exploit their relationships to harm the company's interests, and any losses incurred must be compensated [14][15].