海正药业: 浙江海正药业股份有限公司关联交易制度(2025年8月修订)

General Principles - The purpose of the related party transaction system is to standardize transactions between Zhejiang Haizheng Pharmaceutical Co., Ltd. and its related parties, ensuring fairness, justice, and transparency while protecting the legal rights of the company and all shareholders [2][3] Definition of Related Parties - Related parties include both legal entities and natural persons that have a special relationship with the company, such as those who directly or indirectly control the company or hold more than 5% of its shares [2][3][4] Related Transactions - Related transactions refer to the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, and other agreements that may lead to resource transfer [5][6] Decision-Making Procedures for Related Transactions - Transactions involving guarantees for related parties require approval from a majority of non-related directors and must be submitted for shareholder meeting approval [9][10] - Transactions exceeding certain thresholds (e.g., 300,000 yuan for natural persons and 3 million yuan for legal entities) must be disclosed and approved by independent directors [10][11] Exemptions from Approval - Certain transactions, such as those where the company receives benefits without obligations or where the interest rates are at market levels, may be exempt from the approval process [12][13] Avoidance Measures - Related directors must abstain from voting on related transactions, and the board meeting can proceed with a majority of non-related directors present [18][19] Information Disclosure - The company is required to disclose details of related transactions, including the nature of the relationship, transaction terms, and pricing basis, in accordance with the regulations of the Shanghai Stock Exchange [20][21]