锡南科技: 关联交易决策制度

Core Viewpoint - The document outlines the regulations and principles governing related party transactions for Wuxi Xinan Technology Co., Ltd, ensuring fairness, transparency, and protection of the rights of non-related shareholders [1]. Group 1: General Principles - The company establishes a system to regulate related party transactions in accordance with relevant laws and regulations, ensuring that such transactions do not harm the interests of the company and non-related shareholders [1]. - Related party transactions must be documented in written agreements that adhere to principles of equality, voluntariness, equivalence, and compensation [1]. - Transactions should follow the principles of fairness, justice, and openness, with prices generally aligning with those of independent third parties [1]. Group 2: Definition of Related Parties - Related parties include both related legal entities and individuals, defined by specific criteria such as control, shareholding, and significant relationships with the company [2]. - Individuals holding more than 5% of the company's shares, as well as directors and senior management, are classified as related natural persons [2][3]. Group 3: Related Transaction Matters - Related transactions encompass various activities, including asset purchases, investments, and financial support, and must be conducted under specific guidelines [4]. - Transactions exceeding certain monetary thresholds require timely disclosure and may necessitate shareholder approval [12][13]. Group 4: Decision-Making and Disclosure - Transactions exceeding 30,000 yuan with related individuals or 300,000 yuan with related entities, constituting more than 0.5% of the company's net assets, must be disclosed [12]. - Transactions over 30 million yuan and exceeding 5% of the company's net assets require shareholder meeting approval and disclosure of evaluation or audit reports [13]. Group 5: Internal Control and Responsibilities - Shareholders, directors, and senior management must report any related party relationships to the company promptly [3]. - The company must maintain accurate records of related party transactions and ensure compliance with disclosure requirements [28][29]. Group 6: Special Provisions - Certain transactions, such as public tenders or those providing unilateral benefits, may be exempt from the usual approval processes [14][15]. - Changes in the scope of consolidated financial statements that introduce new related parties must be disclosed adequately [16].