Kingmed Diagnostics(SH:603882) Zheng Quan Zhi Xing·2025-08-22 16:36Core Points - The document outlines the management system for related party transactions of Guangzhou Kingmed Diagnostics Group Co., Ltd, aiming to standardize related transactions, enhance operational compliance, and protect the rights of investors, especially minority shareholders [1][2][3] Group 1: General Principles - The company must ensure that related transactions are legal, necessary, reasonable, and fair, maintaining independence and avoiding manipulation of financial indicators [2][3] - Related transactions must not conceal relationships or evade disclosure obligations [2][3] Group 2: Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons who have significant control or ownership over the company [5][6] - Related transactions are defined as those that may lead to the transfer of resources or obligations between the company and its related parties [10][11] Group 3: Reporting and Disclosure - The company is required to maintain and update a list of related parties, ensuring timely reporting of any changes [7][8] - Disclosure of related transactions must comply with relevant regulations, including the Shanghai Stock Exchange rules and accounting standards [10][11] Group 4: Decision-Making and Approval Procedures - Related transactions exceeding certain thresholds must be submitted for board approval and disclosed accordingly [17][18] - Independent directors must review significant related transactions before board approval [25][26] Group 5: Pricing of Related Transactions - Related transactions must be conducted at fair prices, with specific pricing methods outlined, such as cost-plus and comparable uncontrolled price methods [29][30] - If pricing cannot be determined by standard methods, the company must disclose the principles and methods used for pricing [32] Group 6: Special Provisions for Major Transactions - For significant related transactions, such as purchasing assets at a premium, the company must provide a profit forecast report and ensure shareholder participation in decision-making [47][48] - The company must disclose any discrepancies between actual profits and forecasts for three consecutive years following the transaction [49][50] Group 7: Exemptions from Disclosure - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual disclosure and approval processes [51][52] - The company can apply for exemptions for transactions that do not significantly impact its interests or violate confidentiality laws [55][56]