燕麦科技: 关联交易管理制度

General Principles - The purpose of the management system for related party transactions is to strengthen the management of related transactions, clarify management responsibilities, and protect the legal interests of shareholders and creditors, especially minority investors [1][2] - Related party transactions include various types of transactions such as asset purchases or sales, external investments, project transfers, licensing agreements, guarantees, leasing, asset management, donations, debt restructuring, financial assistance, and daily operational transactions [1][2] Related Parties and Relationships - Related parties include individuals or organizations that directly or indirectly control the company, hold more than 5% of shares, or are company directors and senior management, as well as their close family members [2][3] - The definition of related parties extends to entities controlled by the aforementioned individuals and organizations, as well as those recognized by regulatory authorities as having a special relationship with the company [2][3] Approval Authority and Procedures for Related Transactions - Related transactions must ensure legality, necessity, reasonableness, and fairness, maintaining the company's independence and not manipulating financial indicators [2][4] - Transactions exceeding certain thresholds, such as amounts over 300,000 yuan with related individuals or transactions exceeding 1% of the company's total assets or market value, require board approval and disclosure [4][5] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with exceptions for certain conditions involving non-controlling related companies [7][8] - Guarantees provided to related parties must be approved by a majority of non-related directors and require additional scrutiny if involving controlling shareholders or their affiliates [6][7] Daily Related Transactions - Daily related transactions can be estimated annually, and if actual amounts exceed estimates, new approval procedures must be followed [8][9] - The company must disclose daily related transactions in annual and semi-annual reports, and agreements lasting over three years require re-evaluation every three years [8][9] Decision-Making and Voting Procedures - Related directors must abstain from voting on related transaction matters, and decisions must be made by a majority of non-related directors [10][11] - Related shareholders must also abstain from voting on matters concerning related transactions, ensuring that their voting rights do not influence the outcome [10][11] Miscellaneous Provisions - The management system for related transactions will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [12]