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华之杰: 关联交易管理办法

Core Points - The document outlines the management measures for related party transactions of Suzhou Huazhi Jie Telecommunications Co., Ltd, aiming to protect shareholders' rights and ensure fairness in transactions [1] - The company must adhere to principles of honesty, equality, voluntary participation, fairness, and transparency in related party transactions [1][2] - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3] Group 1: Related Party Definition - Related parties include legal entities that directly or indirectly control the company or are controlled by the company's major shareholders [2][3] - Natural persons who hold more than 5% of the company's shares or are directors and senior management are also considered related parties [2][3] Group 2: Transaction Management - The company must maintain an updated list of related parties and ensure that transactions are conducted with due diligence [3][4] - Related party transactions must be documented in written agreements that specify the rights and obligations of both parties [8][9] Group 3: Approval and Disclosure - Related party transactions exceeding certain thresholds must be disclosed and approved by the board and shareholders [9][10] - Transactions with related parties must be reviewed by non-related directors, and related directors must abstain from voting [15][16] Group 4: Financial Assistance Restrictions - The company is prohibited from providing financial assistance to related parties, except under specific conditions where other shareholders provide proportional support [10][11] - Any financial support to related parties must be approved by a majority of non-related directors and disclosed to shareholders [10][11] Group 5: Legal Responsibilities - The board is responsible for taking corrective actions if related party transactions are found to harm the company or its shareholders [31][32] - Directors and senior management may face penalties or removal from their positions if they violate the related party transaction management measures [32][33]