扬农化工: 关联交易规则

Core Points - The document outlines the rules for related party transactions of Jiangsu Yangnong Chemical Co., Ltd, aiming to standardize such transactions, enhance corporate governance, and protect the rights of shareholders [2][3]. Group 1: General Principles - The company must ensure the legality, necessity, reasonableness, and fairness of related party transactions, maintaining independence and avoiding financial manipulation [2][3]. - The board's audit committee is responsible for the daily supervision of related party transactions, conducting checks at least biannually [2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that meet specific criteria, such as controlling or holding more than 5% of the company's shares [2][3]. - Transactions with related parties are defined as resource or obligation transfers, including asset purchases, financial support, and guarantees [6][7]. Group 3: Reporting and Decision-Making Procedures - Directors and major shareholders must report related party relationships to the board, which will maintain a registry [5][6]. - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed, with specific monetary limits set for different types of transactions [9][10]. Group 4: Pricing and Fairness - Related party transactions must be documented with written agreements, ensuring fair pricing based on market standards or reasonable costs [14][15]. - If fair pricing cannot be established, the company must disclose the pricing determination principles and justify their fairness [25]. Group 5: Financial Services and Risk Management - Transactions involving financial companies must adhere to specific regulations, including risk assessments and ongoing monitoring of financial conditions [28][29]. - The company must disclose the terms of financial agreements and ensure that they protect the interests of shareholders [31][32]. Group 6: Daily Transactions and Exemptions - Daily related party transactions can be estimated and reported, with specific procedures for significant changes or renewals [21][22]. - Certain transactions may be exempt from the usual approval and disclosure requirements, such as those that do not involve payment or obligations [12][13]. Group 7: Implementation and Amendments - The rules will take effect upon approval by the shareholders' meeting, with the board authorized to interpret them [44][45].