Zheng Quan Zhi Xing·2025-07-18 16:24Core Viewpoint - The article outlines the decision-making system for related party transactions at Great Wall Motor Co., Ltd, emphasizing the importance of internal control, shareholder protection, and compliance with relevant laws and regulations [1][12]. Summary by Sections General Principles - The company establishes this system to strengthen internal control over related party transactions, protect shareholders' legitimate interests, and improve corporate governance [1]. - Related party transactions are defined as transactions between the company or its subsidiaries and related parties, including various types of transactions such as asset purchases, financial assistance, and service provision [1][3]. Decision-Making Principles and Avoidance System - Related party transactions must adhere to principles such as avoiding conflicts of interest for board members and ensuring objective assessments of the transactions' benefits to the company [2]. - Board members with any interest in the transaction must abstain from voting [2][4]. Transaction Types and Pricing - The types of related party transactions include asset sales, external investments, financial assistance, guarantees, and various service agreements [3]. - Pricing for related party transactions should be fair and based on government pricing, market prices from independent third parties, or reasonable cost-plus pricing when no comparable prices exist [1][3]. Approval and Disclosure Requirements - Transactions exceeding certain thresholds (e.g., 300,000 yuan for individuals and 3 million yuan for entities) require approval from independent directors and must be disclosed [5][6]. - Transactions that exceed 30 million yuan and represent more than 5% of the company's latest audited net assets must be submitted for shareholder approval [6]. Avoidance of Conflicts - Related party transactions must be reviewed by non-related directors, and related directors must abstain from voting [7][10]. - The company cannot provide financial assistance to related parties, with specific exceptions for non-controlling related companies under certain conditions [8][12]. Cumulative Calculation of Transactions - Related transactions occurring within a 12-month period are subject to cumulative calculation for disclosure and approval requirements [14]. Compliance with Regulations - The company must comply with the Hong Kong Stock Exchange Listing Rules regarding related parties and transactions, applying stricter standards when conflicts arise [11][12].