唯捷创芯: 关联交易决策制度

General Principles - The company aims to strengthen the management of related party transactions, ensuring fairness and protecting the interests of shareholders, especially minority investors [1][2] - Related party transactions must adhere to principles of honesty, legality, necessity, reasonableness, and fairness [1][2] Definition of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are family members of key stakeholders [2][3] - Transactions with related parties are defined as those involving the company or its subsidiaries [3][4] Approval Authority and Procedures - Transactions exceeding 300,000 yuan with related individuals or 1% of total assets or market value with related entities require approval from a majority of independent directors and subsequent board review [4][5] - Transactions involving guarantees must be approved by a two-thirds majority of non-related directors and submitted to the shareholders' meeting [5][6] Disclosure Requirements - The company must disclose related party transactions in annual and semi-annual reports, and any significant changes in transaction terms must be re-evaluated [7][8] - Related party transactions that meet disclosure standards must be approved by independent directors and disclosed promptly [7][8] Pricing of Related Party Transactions - Related party transactions must be conducted at fair prices, referencing government pricing, market prices, or cost-plus pricing methods [13][14] - If no comparable market prices exist, the company must disclose the pricing principles and methods used [15][16] Execution of Related Party Transactions - After approval, the company must sign written agreements for related party transactions, ensuring clarity and specificity in the contract terms [16][17] - Measures must be taken to prevent related parties from interfering with the company's operations or misappropriating resources [16][17] Audit and Oversight - Independent directors have the right to review financial transactions with related parties and report any irregularities to the board [17] - The board must hire an accounting firm to conduct annual audits of related party transactions [17]