精研科技: 关联交易管理制度

Core Points - The document outlines the regulations and procedures for related party transactions of Jiangsu Jingyan Technology Co., Ltd, ensuring fairness and transparency in such transactions [1][2][3] Group 1: General Principles - The company must ensure that related party transactions do not harm the interests of the company and non-related shareholders [1] - The board of directors, through the audit committee, is responsible for the control and daily management of related party transactions [1] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [4][5] - A legal entity is considered related if it directly or indirectly controls the company or holds more than 5% of its shares [4] - Natural persons are considered related if they hold more than 5% of shares, are directors or senior management, or are closely related family members of such individuals [6] Group 3: Reporting and Disclosure - Company directors and significant shareholders must promptly inform the company of any related relationships [9] - The company is required to maintain and update a list of related parties, ensuring its accuracy and completeness [10] - Related party transactions exceeding certain thresholds must be disclosed and approved by the board of directors [14][15] Group 4: Decision-Making Procedures - Transactions with related natural persons over 300,000 yuan and with related legal entities over 3 million yuan require board approval [14][15] - Major related transactions exceeding 30 million yuan and 5% of the latest audited net assets must be submitted for shareholder approval [16] Group 5: Pricing and Fairness - Related party transactions must be conducted at fair market prices, with specific pricing methods outlined [27][29] - If no comparable market prices exist, reasonable costs plus profit margins can be used as a basis for pricing [29][30] Group 6: Special Provisions - Certain transactions may be exempt from the usual approval and disclosure requirements, such as public tenders or transactions with government-set prices [46][47] - The company must re-evaluate and disclose any significant changes to existing related party agreements [43][44]