国晟科技: 关联交易管理制度（2025年修订）

Core Points - The article outlines the management system for related party transactions of Guosheng Shian Technology Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2][3] Group 1: Related Party Transactions Definition - Related party transactions are defined as resource or obligation transfers between the company, its subsidiaries, and related parties, including various types of transactions such as asset purchases, investments, and financial assistance [3][4][5] - Related parties include both legal entities and natural persons who have significant control or ownership over the company [2][3] Group 2: Approval and Disclosure Requirements - Transactions exceeding 3 million yuan or 0.5% of the company's latest audited net assets must be reviewed by independent directors and disclosed to the board [4][5] - For transactions with related natural persons exceeding 300,000 yuan, similar approval and disclosure processes apply [4][5] Group 3: Voting and Decision-Making Procedures - Related directors must abstain from voting on transactions, and decisions must be made by a majority of non-related directors [4][5][6] - Shareholders with related interests must also abstain from voting on related party transactions during shareholder meetings [7][8] Group 4: Major Related Transactions - Major related transactions, defined as those exceeding 30 million yuan and 5% of the latest audited net assets, require additional scrutiny, including independent director approval and asset evaluation [6][7][8] - The company must disclose financial reports and evaluations for major transactions involving equity [6][7] Group 5: Daily Related Transactions - Daily related transactions must follow specific approval and disclosure processes, including annual reporting of actual performance against agreements [10][11] - If the terms of ongoing daily transactions change significantly, they must be resubmitted for approval [10][11] Group 6: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, with exceptions for certain controlled subsidiaries under strict conditions [12][13] - Guarantees for related parties require independent director approval and must be disclosed to the board and shareholders [12][13] Group 7: General Provisions - The management system must comply with relevant laws and regulations, and any amendments must be made in accordance with changes in the law or company charter [14][15] - All related transactions must be documented in written agreements that adhere to principles of equality and fairness [14][15]