ANGEL YEAST(SH:600298) Zheng Quan Zhi Xing·2025-08-14 16:15General Principles - The management system aims to regulate related party transactions of the company and protect the rights of non-related shareholders [1] - Related party transactions must adhere to principles of honesty, openness, fairness, and justice [1][2] - The conditions of related party transactions should be fair and in the company's interest, without harming the interests of the company and non-related shareholders [1] Definition and Scope of Related Party Transactions - Related party transactions refer to matters that may lead to the transfer of resources or obligations between the company or its subsidiaries and related parties [1][2] - Related parties include both legal entities and natural persons that have a significant influence on the company [2][3] Reporting and Disclosure of Related Parties - Company directors, senior management, and shareholders holding more than 5% of shares must report their related party relationships to the company's securities department [4] - The board of directors' audit and risk committee must confirm the list of related parties and report it to the board [4] Decision-Making Procedures for Related Party Transactions - Related directors must abstain from voting on related party transactions, and if the board lacks a quorum, the matter must be submitted to the shareholders' meeting [5][6] - Related shareholders must also abstain from voting on related party transactions, and their voting rights will not be counted [6][7] Disclosure Requirements - Transactions between the company and related natural persons exceeding 300,000 RMB must be disclosed, while those with related legal entities exceeding 3 million RMB must also be disclosed and submitted for board approval [7][8] - Major related party transactions exceeding 3 million RMB and accounting for more than 5% of the company's net assets must be audited and submitted for shareholder approval [8] Pricing of Related Party Transactions - Related party transactions must be conducted at fair prices, with specific pricing methods outlined, including cost-plus, resale price, and comparable uncontrolled price methods [17][18] - If the transaction price exceeds 100% of the book value, the company must provide a profit forecast report and allow shareholders to participate in voting [19][20] Prevention of Fund Occupation by Related Parties - The company must strictly limit the occupation of funds by related parties and cannot provide funds for non-operational purposes [12][13] - The board of directors is responsible for monitoring and preventing the occupation of company funds by related parties [15][16] Final Provisions - The management system will take effect after approval by the company's board of directors and shareholders [21]