General Principles - The company establishes an association transaction management system to regulate its association transaction behavior in accordance with relevant laws and regulations [1][2] - The basic principles for association transactions include honesty, equality, voluntary nature, fairness, and protection of the legitimate interests of the company and non-associated shareholders [1] Definition of Associated Persons and Transactions - Associated persons include both legal entities and natural persons that have a special relationship with the company [3][4] - The company defines associated transactions as resource or obligation transfers between the company, its subsidiaries, and associated persons, including asset purchases, financial support, and management services [3][5] Approval Procedures and Disclosure - Transactions exceeding certain thresholds must be submitted to the board of directors for review and timely disclosure [3][4] - Specific thresholds include transactions over 300,000 yuan with associated natural persons and over 3 million yuan with associated legal entities, which also must exceed 0.5% of the company's latest audited net assets [3][4] Independent Director Involvement - Independent directors must review proposed associated transactions, and their approval is required before submission to the board [4][6] - Associated directors must abstain from voting on transactions to ensure impartiality [4][6] Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to associated persons, with exceptions for non-controlling associated companies under certain conditions [6][7] - Guarantees provided to associated persons must also undergo rigorous approval processes involving independent directors and shareholder meetings [7][8] Reporting and Maintenance of Associated Persons - The company must maintain an updated list of associated persons and ensure timely reporting of any changes in relationships [10][11] - Associated natural persons must disclose their identities and relationships with the company [10] Prevention of Fund Misappropriation - The company must implement measures to prevent associated persons from misappropriating company funds or assets [11][12] - Any violations of the association transaction management system may result in disciplinary actions against responsible individuals [12]
恒力石化: 恒力石化关联交易管理制度(2025年修订)