JIAODA ONLLY(SH:600530) Zheng Quan Zhi Xing·2025-08-13 16:11Core Viewpoint - The document outlines the decision-making system for related party transactions of Shanghai Jiao Tong University Anli Co., Ltd, emphasizing the importance of fairness, transparency, and protection of minority shareholders' interests in such transactions [2][3][4]. Group 1: General Principles - The company aims to strengthen the management of related party transactions, ensuring that contracts are fair, just, and transparent [2]. - Related party transactions must adhere to principles of honesty, equality, voluntariness, and fairness, without harming the interests of the company and its shareholders [2][3]. - Written agreements are required for related party transactions, following the principles of equality, voluntariness, equivalence, and compensation [2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [3][4]. - Legal entities that control the company directly or indirectly, or hold more than 5% of the company's shares, are classified as related parties [3][4]. - Natural persons who hold more than 5% of the company's shares or are directors and senior management are also considered related parties [3][4]. Group 3: Related Transactions - Related transactions are defined as those that may lead to the transfer of resources or obligations between the company and its related parties [6]. - The pricing of related transactions should primarily follow market prices; if unavailable, a cost-plus reasonable profit method should be used [9][10]. - Transactions exceeding certain monetary thresholds require board approval and timely disclosure [13][14]. Group 4: Disclosure and Decision-Making Procedures - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan must be disclosed and approved by the board [13][14]. - The company must ensure that independent directors are involved in the review of related transactions to maintain objectivity [12][13]. - Related parties must abstain from voting on matters concerning their transactions to avoid conflicts of interest [11][12]. Group 5: Daily Management of Related Transactions - The company can estimate annual daily related transaction amounts and must disclose any amounts exceeding these estimates [27][28]. - For ongoing daily related transactions, the company must report on their execution in annual and semi-annual reports [28][29]. - If the terms of a daily related transaction change significantly, the revised agreement must be submitted for board or shareholder approval [28][29].