ZNHI(SZ:002445) Zheng Quan Zhi Xing·2025-08-19 09:14Core Points - The article outlines the management system for related party transactions of Zhongnan Hong Culture Group Co., Ltd, ensuring fairness and transparency in transactions to protect the interests of the company and its shareholders, especially minority investors [1][2] - The related party transactions must comply with legal regulations and should not manipulate financial indicators or harm the company's interests [1][2] - The document specifies the principles and procedures for conducting related party transactions, including the need for independent judgment and potential engagement of professional advisors [1][2][5] Summary by Sections General Principles - The related party transactions should be based on equality, voluntariness, equivalence, and compensation [1] - Transactions must be fair, just, and open, with related parties abstaining from voting on matters where they have a conflict of interest [1][2] Definition of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a significant relationship with the company [2][4] - The types of related party transactions include financial assistance, guarantees, asset purchases or sales, and other resource or obligation transfers [4][6] Pricing and Management of Related Transactions - Pricing for related party transactions should follow national pricing, market prices, or negotiated prices, with a preference for cost-plus reasonable profit methods when other pricing is unavailable [5][6] - The financial and internal audit departments are responsible for tracking market price and cost changes related to these transactions [6][7] Procedures and Disclosure - Transactions exceeding 300,000 yuan with related natural persons or 3 million yuan with related legal entities must be disclosed and approved by the board of directors [7][8] - The company must disclose transactions involving equity and provide audited financial reports or asset evaluation reports as required [8][9] Special Considerations - Guarantees provided to related parties require board approval and must be disclosed to shareholders [8][9] - Daily related party transactions can be estimated and disclosed collectively to simplify the approval process [12][13] Final Provisions - The management system for related party transactions is effective upon approval by the shareholders' meeting and is subject to interpretation by the board of directors [30][31]