Sunner(SZ:002299) Zheng Quan Zhi Xing·2025-08-17 08:15Core Viewpoint - The document outlines the management system for related party transactions of Fujian Shengnong Development Co., Ltd, emphasizing the need for legality, necessity, and fairness in such transactions to protect the interests of the company and its shareholders, particularly those without related party relationships [1][2]. Group 1: General Principles - Related party transactions must ensure legality, necessity, and fairness while maintaining the company's independence and avoiding profit manipulation or financial indicator adjustments [2]. - The principles governing related party transactions include equality, voluntariness, good faith, openness, fairness, objectivity, and substance over form [2]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling relationship with the company [4]. - Specific criteria for identifying related legal entities include direct or indirect control over the company, ownership of more than 5% of shares, and other relationships that may lead to preferential treatment [5]. - Related natural persons include shareholders holding more than 5% of shares, company directors, and their close family members [3][4]. Group 3: Related Party Transactions and Pricing - Related party transactions encompass various activities such as asset purchases, sales of products, provision of services, and financial assistance [6]. - Pricing for related party transactions should be fair and based on market conditions, with specific guidelines for determining prices based on government pricing, market prices, or reasonable costs plus profit [7][8]. Group 4: Decision-Making Authority - Transactions with amounts not exceeding RMB 300,000 with related natural persons or RMB 3 million with related legal entities can be approved by the general manager [9]. - Transactions exceeding these thresholds require board approval and timely disclosure, with specific thresholds for further scrutiny and shareholder approval [10][11]. Group 5: Disclosure Requirements - The company must disclose related party transactions in accordance with relevant laws and regulations, including details about the transaction, pricing policies, and the impact on the company [34][35]. - Specific disclosures are required for transactions involving significant price premiums or potential non-operating fund occupation by related parties [28][29].