赛伦生物: 赛伦生物：关联交易管理制度（2025年7月）

Core Viewpoint - The company establishes a system to ensure that related party transactions are conducted fairly, justly, and transparently, protecting the rights of the company and non-related shareholders [1][2][3] Group 1: Related Party Transactions - Related party transactions must comply with relevant laws, regulations, and the company's articles of association, and must be documented in written agreements that are clear and specific [1][2] - Transactions should adhere to principles of fairness, justice, and honesty, and pricing should not deviate from market standards [1][4] - Related party transactions include various activities such as asset purchases, investments, and provision of guarantees [1][5] Group 2: Definition of Related Parties - Related parties include individuals or entities that have significant control or ownership (more than 5%) in the company, as well as family members of key individuals [2][3][4] - The definition extends to those who can exert significant influence over the company through financial or operational decisions [4][5] Group 3: Approval and Voting Procedures - Related directors must abstain from voting on related party transactions, and decisions must be made by a majority of non-related directors [5][6] - Related shareholders must also abstain from voting, and any failure to disclose related relationships can lead to legal actions [6][7] Group 4: Transaction Standards and Reporting - Transactions exceeding certain thresholds (e.g., 30 million yuan or 1% of total assets) require independent evaluation and must be submitted for shareholder approval [7][8] - The company must disclose related party transactions in annual and semi-annual reports, and agreements lasting over three years must be reviewed every three years [10][11] Group 5: Pricing Principles - Related party transaction pricing should be fair and based on government pricing, market prices, or reasonable cost-plus methods [12][13] - If no comparable market prices exist, the company must disclose the pricing determination principles and justify their fairness [13][14] Group 6: Audit and Oversight - The audit committee must review related party transactions and provide opinions on their fairness and alignment with shareholder interests [15][16] - The company must ensure that transactions do not lead to the misappropriation of funds or assets by related parties, with independent directors reviewing transactions quarterly [16][17]