SZHL(SZ:002255) Zheng Quan Zhi Xing·2025-08-25 16:31Core Points - The company establishes a decision-making system for related party transactions to ensure fairness and legality in its dealings with related parties [2][3] - The internal control of related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [2][3] - The company must ensure that related party transactions do not harm the interests of the company and its shareholders, especially minority shareholders [3][4] Summary by Sections General Principles - The company formulates this system based on relevant laws and regulations, including the Company Law and the Listing Rules of the Shenzhen Stock Exchange [2] - Related party transactions must be priced fairly, with compliance in the review process and information disclosure [2][3] Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons with specific relationships to the company [3][4] - The company must maintain a list of related parties and their relationships, updated regularly [4][5] Decision-Making Authority for Related Transactions - Shareholder meetings must review transactions exceeding 5% of net assets, while the board of directors reviews transactions over 300,000 yuan with related entities [6][7] - The general manager can approve transactions below 30,000 yuan or those that do not exceed specified thresholds [7][8] Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties unless specific conditions are met [7][8] - Guarantees for related parties require approval from non-related directors and must be disclosed to shareholders [8][9] Review and Disclosure of Related Transactions - The board of directors must conduct a thorough review of related transactions, considering necessity, reasonableness, and pricing [20][21] - Detailed disclosure of related transactions is required, including transaction amounts and pricing policies [36][37] Daily Related Transactions - Daily transactions must be estimated and disclosed, with specific procedures for significant changes or renewals [30][31] - The company must report on the execution of daily related transactions in its annual and semi-annual reports [31][32] Financial Services Agreements - Financial services agreements with related financial companies must be reviewed and disclosed, ensuring compliance with regulatory standards [23][24] - The company must conduct risk assessments and disclose any potential risks associated with these agreements [24][25] Joint Investments and Asset Transactions - Joint investments with related parties must be calculated based on the investment amounts and disclosed accordingly [29][30] - Asset purchases from related parties require shareholder approval if the transaction price exceeds certain thresholds [54][55] Compliance and Enforcement - The decision-making system is binding on the company, its board, and management, ensuring adherence to laws and regulations [62][63] - The system takes effect upon approval by the shareholder meeting, with the board responsible for its interpretation [65][66]