莱斯信息: 莱斯信息关联交易管理制度

Core Points - The document outlines the management system for related party transactions of Nanjing Lais Information Technology Co., Ltd, ensuring fairness and transparency in transactions to protect the interests of the company and its shareholders, especially minority investors [1][2][19] Summary by Sections General Principles - The related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [2] - Related parties must abstain from voting on transactions where they have a conflict of interest [2][6] Definition of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company [3] - Related transactions encompass various activities such as asset purchases, investments, and financial assistance [4][5] Pricing and Management of Related Transactions - Pricing for related transactions should follow national pricing, market prices, or negotiated prices, with a preference for cost-plus reasonable profit methods when other pricing is unavailable [6][7] - The finance department is responsible for tracking market price and cost changes related to these transactions [7] Review Procedures and Disclosure - Transactions exceeding certain thresholds must be disclosed, including those with related natural persons over 300,000 yuan and those with related legal entities that exceed 1% of total assets or market value [8][9] - Independent directors must approve related transactions before they are submitted to the board for review [13][15] Special Provisions - Certain transactions, such as cash subscriptions for public offerings or receiving dividends, may be exempt from the usual review and disclosure requirements [18] - The company must ensure that related transactions are legal, necessary, reasonable, and fair, maintaining independence and not manipulating financial indicators [19][20] Miscellaneous - The document specifies that related transactions by subsidiaries are treated as actions of the parent company and must comply with the same approval and disclosure obligations [12] - Records of related transaction decisions must be maintained for at least 10 years [24]