General Principles - The company establishes a management system for related party transactions to ensure fairness and reasonableness in transactions with related parties, in accordance with relevant laws and regulations [2][3] - The interests of all shareholders, especially minority shareholders, must not be harmed in related party transactions [2] - The controlling shareholders, actual controllers, directors, and senior management must not exploit their relationships to harm the company's interests [2] Principles of Related Party Transactions - Related party transactions should adhere to principles of honesty, equality, voluntary participation, and fair pricing [2] - Pricing for related party transactions should not deviate from market standards, and the company must disclose pricing bases adequately [2][7] - Directors and shareholders with conflicts of interest must abstain from voting on related matters [2] Identification of Related Parties - Related parties include both legal entities and natural persons that have significant control or influence over the company [3][4] - Specific criteria for identifying related legal entities and individuals are outlined, including ownership thresholds and control relationships [3][4] Types of Related Party Transactions - Related party transactions encompass a wide range of activities, including asset purchases, financial support, guarantees, and management contracts [6] - The company must take effective measures to prevent monopolistic practices by related parties that could harm the company and non-related shareholders [7] Decision-Making Procedures - Proposals for related party transactions must be detailed and submitted for approval based on the transaction amount and its impact on the company's net assets [8][9] - Transactions exceeding certain thresholds require shareholder approval, with specific documentation such as audit and evaluation reports [8][9] Disclosure Requirements - Written agreements must be established for related party transactions, detailing the terms and conditions [10] - Related directors and shareholders must abstain from voting on transactions where they have a conflict of interest, ensuring that decisions are made by independent parties [11][12] Daily Management of Related Party Transactions - The company can estimate annual amounts for daily related party transactions and must disclose any significant deviations from these estimates [13][14] - Agreements for daily transactions lasting over three years must undergo re-evaluation and disclosure every three years [14] Miscellaneous Provisions - The management system will adhere to national laws and regulations, and any conflicts with the company's articles of association will be resolved in favor of the law [15] - The board of directors is responsible for interpreting the management system, which becomes effective upon approval by the shareholders [15]
丰茂股份: 关联交易管理制度（2025年8月修订）