湖南天雁: 湖南天雁机械股份有限公司关联交易管理制度（2025年8月修订）

Core Viewpoint - The document outlines the management system for related party transactions of Hunan Tianyan Machinery Co., Ltd, ensuring that such transactions are conducted fairly and transparently, protecting the rights of the company and non-related shareholders [1]. Section 1: General Principles - The related party transactions must adhere to principles of honesty, equality, and voluntary participation [3]. - Transactions should be conducted openly, fairly, and justly, with proper approval procedures and timely information disclosure [3]. - The legality, necessity, reasonableness, and fairness of related party transactions must be ensured, maintaining the company's independence and preventing the manipulation of financial indicators [1][3]. Section 2: Content of Related Party Transactions - Related party transactions include various activities such as asset purchases or sales, external investments, financial assistance, guarantees, leasing, and management of assets and businesses [2][3]. Section 3: Determination of Transaction Prices - The pricing of related party transactions should primarily follow market prices; if unavailable, cost-plus pricing or valuation by assessment agencies may be used [5]. - Independent directors and financial advisors must provide opinions on the fairness of pricing for significant related party transactions [5]. Section 4: Decision-Making and Disclosure - Related party transactions exceeding certain thresholds must be submitted for board approval and disclosed promptly [6][7]. - Transactions with related natural persons over 300,000 yuan and with related legal entities over 3 million yuan must be disclosed if they exceed 0.5% of the company's latest audited net assets [6][7]. - The company must avoid providing financial assistance to related parties unless specific conditions are met [8]. Section 5: Management and Supervision of Related Party Transactions - The board of directors is responsible for the management and supervision of related party transactions, with the chairman being the primary responsible person [33]. - The financial department is tasked with verifying and reporting financial information related to these transactions [34]. - Independent directors have the right to review the financial interactions with related parties to prevent any potential misuse of company resources [14]. Section 6: Other Matters - Any matters not covered by this system will be executed according to relevant national laws, regulations, and the company's articles of association [15]. - The board of directors is responsible for interpreting this system, which will take effect upon approval by the shareholders' meeting [15].