Xianhe(SH:603733) Zheng Quan Zhi Xing·2025-08-06 11:13General Principles - The purpose of the related party transaction management system is to ensure that transactions between the company and related parties are fair, just, and open, protecting the interests of the company and its shareholders, especially minority investors [1] - Related party transactions are defined as the transfer of resources or obligations between the company, its subsidiaries, and related parties [1] Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company, which may lead to a tilt in the company's interests [2] - The types of related party transactions include but are not limited to asset purchases or sales, external investments, financial assistance, guarantees, leasing, and management of assets and businesses [3][4] Pricing Principles and Management - Related party transactions should follow pricing principles such as national pricing, market pricing, cost-plus pricing, and negotiated pricing [6] - The financial department of the company is responsible for tracking market prices and cost changes related to these transactions [7] Review Procedures and Disclosure - Transactions exceeding certain thresholds must be approved by a majority of independent directors and disclosed promptly [8][9] - For transactions over 30,000 yuan with natural persons or over 3 million yuan with legal entities, specific review and disclosure procedures are required [8][9] Board and Shareholder Meeting Procedures - Related directors must abstain from voting on transactions in which they have a conflict of interest, and decisions must be made by a majority of non-related directors [10] - Related shareholders must also abstain from voting on relevant transactions, ensuring that the decision-making process remains unbiased [11][12] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions outlined for non-controlling related companies [12] - Guarantees provided to related parties require approval from a majority of non-related directors and must be disclosed to shareholders [13] Cumulative Calculations and Reporting - Related party transactions occurring within a 12-month period are to be cumulatively calculated for disclosure and approval purposes [14] - Daily related party transactions must be reported in annual and semi-annual reports, ensuring transparency in execution [16][17] Exemptions from Review and Disclosure - Certain transactions that provide unilateral benefits to the company without any obligations can be exempt from the review and disclosure process [20] - Transactions that meet specific criteria, such as receiving funds at market rates without guarantees, are also exempt [20] Record Keeping and Amendments - Records of related party transaction decisions must be maintained for a period of 10 years [26] - The management system can be amended by the board of directors and must be approved by the shareholders [28][29]