欧科亿: 关联交易管理办法（修订）

General Principles - The company establishes a management approach for related party transactions to ensure fairness, justice, and transparency, protecting the rights of the company and non-related shareholders [1] - Related party transactions must comply with relevant laws, regulations, and the company's articles of association [1] Definition of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are company directors and senior management [2] - Close family members of the aforementioned individuals are also considered related parties [2] Related Transactions - Related transactions encompass various activities such as asset purchases or sales, external investments, project transfers, licensing agreements, guarantees, and asset leasing [3] - The company must ensure that related transactions adhere to principles of honesty, do not harm the interests of non-related shareholders, and are conducted at fair market prices [3] Approval Process for Related Transactions - Related transactions require necessary avoidance measures during contract signing, ensuring that related parties do not interfere with decision-making [4] - The board of directors must have a majority of non-related directors present to approve related transactions [5] Financial Thresholds for Approval - Transactions exceeding 300,000 yuan with related individuals or 0.1% of the company's total assets or market value with related entities require board approval [6] - Transactions over 3,000,000 yuan or 1% of total assets or market value must be accompanied by an evaluation report and submitted for shareholder approval [6] Disclosure Requirements - The company must disclose related transactions in annual and semi-annual reports, and any agreements exceeding three years must undergo re-evaluation every three years [7] - Daily related transactions can be estimated annually, and any excess must be disclosed and re-evaluated [7] Other Provisions - The company must maintain records of related transaction decisions for ten years [10] - The management approach will take effect upon approval by the company's shareholders [10]