博通集成: 博通集成关联交易决策制度

General Principles - The purpose of the decision-making system for related transactions is to standardize the company's transaction and related transaction behaviors, enhance operational standards, and protect investors' rights [1] - The company must ensure the legality, necessity, reasonableness, and fairness of related transactions, maintaining independence and not using related transactions to manipulate financial indicators [2][3] - Related transactions must be documented in written contracts or agreements, adhering to principles of equality, voluntariness, and equivalence [4] Related Parties and Relationships - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [6][7] - A legal entity is considered a related party if it directly or indirectly controls the company or is controlled by a related natural person [6] - Natural persons are considered related if they hold more than 5% of the company's shares or are directors or senior management of the company [8] Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties [11] - The board of directors must ensure that related directors abstain from voting on related transaction matters, and decisions must be made by a majority of non-related directors [12][13] Decision-Making Procedures - The company is prohibited from providing financial assistance to related parties, except under specific conditions [14] - Related transactions must undergo a rigorous decision-making process, including board and shareholder approval, especially for significant transactions [15][16] Pricing of Related Transactions - Related transaction pricing must be fair and based on various principles, including government pricing, market prices, or reasonable cost plus profit [25][26] - If no comparable market prices exist, the company must disclose the pricing determination principles and justify the fairness of the pricing [27] Disclosure and Exemptions - Transactions exceeding certain thresholds must be disclosed and approved by independent directors and the board [28][29] - Certain transactions may be exempt from disclosure requirements, such as those that do not involve payment or obligations [31][32] Other Provisions - The decision-making records and resolutions related to transactions must be maintained for ten years [34] - The system becomes effective upon approval by the company's shareholders [39]