华友钴业: 关联交易决策制度

Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Zhejiang Huayou Cobalt Co., Ltd, ensuring fairness and transparency in dealings with related parties to protect the interests of the company and its non-related shareholders [1][2]. Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have significant control or influence over the company, such as those holding more than 5% of shares or serving as directors and senior management [2][3]. - The document specifies criteria for identifying related parties, including direct or indirect control and familial relationships with key stakeholders [2][3]. Group 2: Related Transactions - Related transactions are defined as activities that may lead to the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, and financial support [3][4]. - The company must adhere to principles of fairness, ensuring that transaction prices align with market standards and are disclosed adequately [4][5]. Group 3: Decision-Making Procedures - The company must implement measures to prevent related parties from interfering in business operations, and any related transactions must be documented through written contracts [4][6]. - Board meetings concerning related transactions require the presence of a majority of non-related directors, and related directors must abstain from voting [6][7]. Group 4: Disclosure and Approval Requirements - Transactions exceeding certain thresholds, such as 300,000 yuan for natural persons or 3 million yuan for legal entities, must be approved by the board and disclosed [7][8]. - Major transactions that exceed 30 million yuan and represent over 5% of the company's net assets require shareholder approval [8][9]. Group 5: Other Provisions - The document emphasizes that transactions not approved according to the outlined procedures cannot be executed, and the company retains the right to terminate such transactions [9][10]. - The company is prohibited from providing financial assistance to related parties unless specific conditions are met, including equal participation from other shareholders [10][11].