Core Viewpoint - The document outlines the management measures for related party transactions of Zhongwei Semiconductor (Shenzhen) Co., Ltd., ensuring fairness, transparency, and protection of the interests of the company and its shareholders, particularly minority investors [1]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions refer to the transfer of resources or obligations between the company or its subsidiaries and related parties as defined by the Hong Kong Listing Rules [1][2]. - The company identifies related parties as individuals or entities that have significant control or ownership over the company, including shareholders with more than 5% ownership, directors, and senior management [3][4]. Group 2: Approval and Disclosure Procedures - Related party transactions must be documented in written agreements that clearly outline the rights and obligations of both parties, adhering to principles of equality and fairness [7]. - Transactions exceeding certain thresholds, such as 0.1% of total assets or 3 million yuan, require approval from independent directors and must be disclosed to shareholders [12][13]. Group 3: Pricing and Fairness - The pricing of related party transactions should follow market principles, with adjustments made based on cost-plus pricing or valuation by independent evaluators if market prices are unavailable [15][16]. - Independent directors and financial advisors are tasked with ensuring that the pricing of significant related party transactions is fair and reasonable [15]. Group 4: Record Keeping and Compliance - The company is required to maintain accurate records of related party transactions, including decision-making processes and agreements, for a minimum of ten years [33]. - The board of directors is responsible for interpreting and ensuring compliance with these management measures, which take effect upon the company's H-share listing on the Hong Kong Stock Exchange [34].
中微半导: 关联(连)交易管理办法(H股发行上市后适用)