众辰科技: 关联交易管理制度

Core Viewpoint - The document outlines the management system for related party transactions of Shanghai Zhongchen Electronics Technology Co., Ltd, emphasizing the need for fairness, transparency, and protection of the interests of all shareholders, especially minority investors [1][2][3]. Group 1: General Principles - The management system aims to regulate related party transactions, ensuring compliance with relevant laws and regulations, including the Company Law and Securities Law [1]. - The audit committee of the board of directors is responsible for overseeing and managing related party transactions [1]. - Internal controls for related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1][2]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant influence or control over the company [2][3]. - Specific criteria for identifying related legal entities include direct or indirect control over the company or ownership of more than 5% of shares [2][3]. - Related natural persons include shareholders with more than 5% ownership, directors, and senior management [3]. Group 3: Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, including loans, investments, and asset sales [4][5]. - Pricing for related party transactions should follow national pricing, market prices, or negotiated prices, with a preference for fair market value [5][6]. Group 4: Approval and Disclosure Procedures - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed to shareholders [7][8]. - Specific thresholds include transactions over 300,000 yuan with related natural persons and over 3 million yuan with related legal entities [7][8]. - Continuous related party transactions within a 12-month period are subject to cumulative calculation for disclosure requirements [8][9]. Group 5: Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions outlined [9][10]. - Guarantees provided to related parties must also undergo rigorous approval processes involving independent directors and shareholder meetings [10][11]. Group 6: Information Disclosure - The company must disclose related party transactions in accordance with legal requirements, including transaction amounts and the nature of the relationships involved [34][35]. - Disclosure must include details such as transaction agreements, board resolutions, and independent director opinions [38][39].