Actions(SH:688049) Zheng Quan Zhi Xing·2025-08-24 16:16Core Viewpoint - The article outlines the decision-making system for related party transactions at Juchip Technology Co., Ltd, aiming to enhance internal control, protect shareholder rights, and ensure fair practices in transactions with related parties [2][3]. Group 1: General Principles - The decision-making system is established based on relevant laws, including the Company Law and Securities Law, to regulate related party transactions and protect shareholder interests [2]. - Related party transactions must adhere to principles of honesty, credit, openness, fairness, and justice, with related parties abstaining from voting on such matters [2][3]. Group 2: Definition and Confirmation of Related Parties - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to key personnel [4][5]. - The determination of related parties considers not only legal relationships but also the actual control or influence exerted over the company [4][5]. Group 3: Pricing and Management of Related Transactions - The pricing of related party transactions should follow market prices or, in the absence of such, a cost-plus reasonable profit model [5][6]. - Written agreements are required for related transactions, ensuring they are conducted on equal, voluntary, and fair terms [5][6]. Group 4: Review Procedures - The management must report related transactions to the general manager, who will assess their necessity, reasonableness, and pricing fairness [7][8]. - The board of directors must review and approve transactions above specified monetary thresholds, ensuring independent directors participate in the decision-making process [8][11]. Group 5: Decision-Making Authority - Transactions below RMB 300,000 with related individuals or RMB 3,000,000 with related entities can be approved by the general manager, while larger transactions require board and shareholder approval [8][9]. - Related party guarantees must be justified by reasonable business logic and also require board and shareholder approval [9][10]. Group 6: Disclosure Requirements - Transactions exceeding RMB 30,000 with related individuals or RMB 300,000 with related entities must be disclosed promptly [14][15]. - The board is responsible for ensuring compliance with disclosure regulations as per the China Securities Regulatory Commission and the Shanghai Stock Exchange [14][15].