天地源: 天地源股份有限公司关联交易管理制度

Core Viewpoint - The article outlines the management system for related party transactions of Tiandi Source Co., Ltd, emphasizing the principles of fairness, justice, and openness to protect the interests of the company and all shareholders [2][3]. Group 1: Definition and Identification of Related Parties - Related party transactions are defined as transactions involving the transfer of resources or obligations between the company, its subsidiaries, and related parties, including various forms of control and ownership [4][5]. - Related parties include both legal entities and natural persons who have significant control or ownership stakes in the company, specifically those holding more than 5% of shares [6]. Group 2: Reporting and Disclosure Requirements - Company directors, senior management, and significant shareholders must report related party lists and relationships to the board for proper management [8]. - Transactions exceeding certain thresholds, such as 300,000 yuan for natural persons and 30 million yuan for legal entities, require approval from independent directors and must be disclosed to the board [9][10]. Group 3: Decision-Making Procedures - Related directors must abstain from voting on transactions where they have a conflict of interest, ensuring that decisions are made by non-related directors [10][12]. - The company cannot provide financial assistance to related parties unless specific conditions are met, including approval from non-related directors and the shareholders' meeting [13][12]. Group 4: Exemptions and Special Cases - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual approval and disclosure requirements [15]. - If a transaction involves purchasing assets at a price exceeding 100% of the book value without guarantees, the company must provide specific justifications [16][17]. Group 5: Disclosure of Related Transactions - The company must submit various documents to the Shanghai Stock Exchange when disclosing related transactions, including board resolutions and relevant contracts [20]. - Annual and semi-annual reports must include significant related transactions that occurred during the reporting period, categorized appropriately [27].