KETOP(SZ:003008) Zheng Quan Zhi Xing·2025-08-10 08:16General Principles - The purpose of the management measures for related party transactions is to standardize related party transactions of the company, protect the legitimate rights and interests of investors, especially minority shareholders, and ensure that contracts signed with related parties adhere to principles of fairness, justice, and openness [1][2] - Related transactions must comply with relevant laws, regulations, and the company's articles of association, and should not harm the rights of shareholders, particularly minority shareholders [2][3] Related Transactions - Related transactions refer to the transfer of resources or obligations between the company and its controlling companies with related parties, including but not limited to asset purchases or sales, external investments, financial assistance, guarantees, and management of assets and businesses [3][6] - Transactions must have commercial substance, fair pricing, and should not deviate from market prices or standards [3][6] Related Parties - Related parties include both legal entities and natural persons that have a special relationship with the company, such as those who control the company or hold more than 5% of its shares [7][8] - The company must maintain a list of related parties and their relationships, which should be reported to the board of directors [8] Procedures and Disclosure - Related party transactions require the avoidance of voting by related directors and shareholders during board and shareholder meetings [12][13] - The company must disclose related transactions in accordance with the regulations set forth, including obtaining independent financial advice when necessary [13][17] Approval and Limits - Transactions with amounts exceeding specified thresholds must be approved by independent directors and disclosed to shareholders [12][18] - The company can set limits for certain transactions, such as those below 300,000 RMB for legal entities or 30,000 RMB for natural persons, which can be approved by management [16][18] Daily Transactions - Daily related transactions must be disclosed and approved based on estimated annual amounts, with specific procedures for significant changes or renewals [14][15] - The company must report the actual execution of daily related transactions in its annual and semi-annual reports [14][15]