新劲刚: 关联交易决策制度

Core Points - The company establishes a system to ensure the fairness and reasonableness of related party transactions, adhering to relevant laws and regulations [1][2] - The internal control of related party transactions must follow principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1][2] - The company must protect the legitimate rights and interests of all shareholders, especially minority shareholders, in related party transactions [1][2] Summary by Sections Chapter 1: General Principles - The company aims to ensure fair and reasonable related party transactions to facilitate business operations [1] - Related party transactions must not harm the interests of the company or non-related shareholders [1] Chapter 2: Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons with specific relationships to the company [2] - The company must maintain an updated list of related parties to ensure accuracy and completeness [2] Chapter 3: Decision-Making Authority for Related Transactions - Shareholder meetings must approve transactions exceeding 30 million RMB or 5% of the latest audited net assets [3][4] - The board of directors can decide on transactions below specified thresholds without shareholder approval [3] Chapter 4: Proposal and Preliminary Review of Related Transactions - Relevant departments must report potential related transactions to the general manager, including transaction details and pricing principles [4][5] Chapter 5: Board Review - The board must assess the necessity and reasonableness of related transactions, considering market alternatives [5][6] - Independent directors must approve related transactions before board review [7] Chapter 6: Shareholder Meeting Review - Shareholder meetings must review and vote on related transactions, with certain shareholders required to abstain from voting [8][9] Chapter 7: Execution of Related Transactions - After approval, the company must sign agreements that adhere to principles of equality and fairness [10][11] Chapter 8: Information Disclosure - The company must disclose related transactions exceeding specified monetary thresholds and ensure pricing aligns with market standards [12][13] Chapter 9: Supplementary Provisions - The system applies to subsidiaries controlled by the company and must be revised in accordance with national laws [14][15]