天合光能: 天合光能股份有限公司关联交易决策制度

Core Viewpoint - The document outlines the related party transaction decision-making system of Trina Solar Limited, emphasizing the need for legality, fairness, and protection of shareholder interests in related transactions [2][4]. Group 1: General Principles - The system aims to regulate related party transactions to ensure their legality, fairness, and reasonableness, thereby protecting the rights of shareholders and the company [2]. - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [2]. Group 2: Definition of Related Parties - Related parties include individuals and organizations with specific relationships to the company, such as family members of key personnel and entities controlled by them [3]. - The definition extends to entities controlled by related individuals, with exceptions for certain state-controlled organizations [3]. Group 3: Scope of Related Transactions - Related transactions encompass resource transfers or obligations between the company and its related parties [4]. Group 4: Decision-Making Procedures - Transactions exceeding RMB 3 million or 0.1% of the company's total audited assets require board approval, while those over RMB 30 million or 1% necessitate shareholder approval [4][5]. - Related party transactions must be disclosed and approved by the board, with related directors required to abstain from voting [6][7]. Group 5: Disclosure Requirements - Transactions over RMB 300,000 with related individuals or RMB 3 million with related entities must be disclosed promptly [9]. - Annual reports must summarize related transactions, and agreements exceeding three years require re-evaluation and disclosure every three years [12][14]. Group 6: Exemptions from Approval - Certain transactions, such as cash subscriptions for public offerings or receiving dividends, may be exempt from the usual approval processes [20]. Group 7: Implementation and Amendments - The system will be effective upon approval by the shareholders and may be revised in accordance with new regulations from the China Securities Regulatory Commission or the Shanghai Stock Exchange [10][10].