General Principles - The purpose of the management measures for related party transactions is to strengthen the management of related party transactions, clarify management responsibilities, and protect the legitimate rights and interests of shareholders and creditors, especially minority investors [1][2] - Related party transactions must comply with relevant laws, regulations, and the company's articles of association [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling or significant influence over the company [3][4] - Specific criteria for identifying related legal entities and natural persons are outlined, including ownership thresholds and management positions [2][3] Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, financial assistance, and management contracts [4][5] - The company must adhere to principles of honesty, fairness, and transparency in related transactions [5][6] Management of Related Transactions - The board of directors and senior management are responsible for reporting related party lists and relationships to ensure proper management [5][6] - A dedicated database for related party information will be maintained and updated regularly [5][6] Pricing of Related Transactions - Pricing principles for related transactions include adherence to national pricing, local market prices, or negotiated prices if no other pricing is available [6][7] - Major related transactions require approval from the board of directors or shareholders, depending on the transaction amount [8][9] Approval Procedures - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan require board approval and timely disclosure [8][9] - Certain transactions may be exempt from approval if they meet specific criteria, such as public bidding or government pricing [10][11] Information Disclosure - The company must disclose related transactions that exceed specified thresholds, including transaction amounts and the nature of the relationships involved [14][15] - Disclosure must include details on pricing policies, transaction agreements, and the impact on the company's financial status [14][15] Miscellaneous Provisions - Related transactions conducted by subsidiaries controlled by the company are considered company actions [16] - Records of related transaction decisions must be maintained for ten years [16]
雅创电子: 关联交易管理办法2025.8