新点软件: 新点软件关联交易管理办法（2025年7月修订）

Core Viewpoint - The document outlines the management measures for related party transactions of Guotai Xindian Software Co., Ltd, aiming to ensure the legality, fairness, and reasonableness of such transactions, while protecting the rights of the company and minority shareholders [1] Group 1: General Principles - The internal control of related party transactions should adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality, without harming the interests of the company and non-related shareholders [1] - The company must disclose related parties and transactions in accordance with relevant accounting standards and regulations [1] Group 2: Definition of Related Parties and Transactions - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to such individuals [2] - Related transactions encompass various activities such as asset purchases or sales, investments, project transfers, and financial assistance [3][4] Group 3: Approval Procedures for Related Transactions - Transactions exceeding certain thresholds must be approved by independent directors and the board, with specific monetary limits set for different types of transactions [7][8] - Related transactions that exceed 1% of the company's total assets or market value must be submitted for shareholder approval, accompanied by evaluation or audit reports [8] Group 4: Disclosure and Reporting - The company is required to disclose related transactions in annual and semi-annual reports, and any agreements lasting over three years must undergo re-evaluation every three years [12] - Independent directors must approve related transactions, and they may seek independent financial advice for their judgments [13] Group 5: Pricing of Related Transactions - Related transactions must be documented with written agreements that specify pricing policies, ensuring that prices are fair and based on market standards or reasonable costs [18][19] - Various pricing methods are outlined, including cost-plus, resale price, and comparable uncontrolled price methods [20][21]