振华风光: 贵州振华风光半导体股份有限公司关联交易管理制度

Core Viewpoint - The document outlines the management system for related party transactions of Guizhou Zhenhua Wind Power Semiconductor Co., Ltd, emphasizing fairness, transparency, and compliance with legal regulations to protect the interests of the company and its shareholders [1]. Group 1: Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty and credit, equality, voluntary participation, and fair pricing based on market standards [1][2]. - The company must ensure that the pricing of related party transactions does not deviate from independent third-party market standards and must disclose pricing criteria adequately [1][2]. - Directors and shareholders with conflicts of interest must abstain from voting on related party transactions [1][2]. Group 2: Responsibilities and Management - The finance department is responsible for budgeting and managing related party transactions, while the board office oversees the governance and approval processes [2]. - The audit committee is tasked with supervising the fairness and compliance of related party transactions [2][3]. - All business departments must strictly adhere to the related party transaction management system [2]. Group 3: Definition and Reporting of Related Parties - Related parties include individuals or entities that control or hold significant shares in the company, as well as family members of key stakeholders [3][4]. - The company must maintain an updated list of related parties and report any changes to the board [4]. Group 4: Disclosure and Approval Procedures - Transactions exceeding 300,000 yuan with related individuals or 3 million yuan with related entities must be submitted for board approval and disclosed [5][6]. - Major related party transactions exceeding 30 million yuan or 1% of total assets must be approved by the shareholders' meeting and require an audit or evaluation report [5][6]. - Related shareholders must abstain from voting on transactions where they have a conflict of interest [6][7]. Group 5: Special Provisions for Daily Transactions - Daily related party transactions can be estimated annually, and any excess must undergo re-evaluation and disclosure [11][12]. - Agreements for daily transactions must include pricing principles and payment arrangements [12]. Group 6: Exemptions from Disclosure - Certain transactions, such as cash subscriptions for publicly issued securities or transactions at government-set prices, may be exempt from the usual disclosure and approval processes [13][14]. Group 7: Implementation and Interpretation - The management system will be effective upon approval by the shareholders' meeting and will be interpreted by the board [15].