金陵体育: 关联交易制度（2025年8月）

Core Viewpoint - The document outlines the regulations and principles governing related party transactions for Jiangsu Jinling Sports Equipment Co., Ltd, aiming to protect the rights of shareholders and creditors while ensuring compliance with relevant laws and regulations [2][12]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions refer to the transfer of resources or obligations between the company or its subsidiaries and related parties, including asset purchases or sales, external investments, financial assistance, guarantees, leasing, and more [2][3]. - Related parties include both legal entities and natural persons that have a special relationship with the company, potentially leading to biased interests [4]. Group 2: Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, transparency, and should not harm the interests of the company or other shareholders [3][6]. - The pricing of related party transactions should generally align with market standards, and any transactions involving guarantees must be approved by the shareholders' meeting [3][6]. Group 3: Decision-Making Procedures for Related Party Transactions - Proposals for related party transactions must be detailed, including specifics on pricing and impacts on the company and shareholders [5][6]. - Certain transactions can be exempt from shareholder approval, such as those involving public bidding or transactions where the company gains unilateral benefits [6][7]. Group 4: Documentation and Approval Requirements - Written agreements must be established for related party transactions, clearly defining the rights and obligations of both parties [6][9]. - Transactions exceeding 30 million yuan or 5% of the latest audited net assets require independent evaluation and shareholder approval [9][10]. Group 5: Responsibilities and Oversight - The board of directors must ensure that related party transactions are not executed without proper approval and must take protective measures against potential losses from related party actions [9][10]. - Independent directors must provide opinions on related transactions before they are submitted for board review [7][9].