德龙汇能: 关联交易制度（2025年8月）

Core Points - The article outlines the regulations and principles governing related party transactions for Delong Composite Energy Group Co., Ltd, ensuring fairness and protection of the rights of non-related shareholders [1][2][3] Group 1: General Principles - The company must adhere to principles of honesty, openness, fairness, and justice in related party transactions [1] - Related shareholders and directors must abstain from voting on related party matters [1] - Transactions should not harm the legitimate rights and interests of the company and its shareholders [1] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons with specific relationships to the company [2] - The company must maintain a list of related parties and their relationships, which must be reported to the board [4] Group 3: Transaction Procedures - Related party transactions must be legally compliant, necessary, and fair, and should not be used to manipulate financial indicators [2][3] - Written contracts must be signed for related party transactions, specifying clear terms and pricing principles [8][9] Group 4: Pricing and Valuation - Pricing for related party transactions should follow national pricing policies or market prices; if neither is available, a cost-plus method may be used [9][10] - If no clear pricing method is applicable, parties can agree on a pricing method based on the specifics of the transaction [10] Group 5: Decision-Making and Disclosure - Transactions exceeding certain thresholds must be submitted for board approval and disclosed [12] - Related directors must abstain from voting on transactions, and a majority of non-related directors must approve the decisions [15][16] Group 6: Responsibilities and Penalties - The company must ensure that related transactions do not lead to unfair advantages or misuse of company resources [25][26] - The audit committee is responsible for overseeing related party transactions and ensuring compliance with regulations [27]