汇通能源: 关联交易制度

Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Shanghai Huitong Energy Co., Ltd, ensuring legality, fairness, and protection of shareholders' interests [1][2]. Group 1: Related Parties - Related parties include both legal entities and natural persons that have a significant control or ownership stake in the company, specifically those holding more than 5% of shares [2][3]. - The definition of related parties extends to individuals closely related to significant shareholders and those in management positions [2][3]. Group 2: Related Transactions - Related transactions encompass various activities such as asset purchases or sales, financial assistance, guarantees, and management services between the company and its related parties [3][6]. - Specific thresholds for transaction amounts are established, requiring different levels of approval based on the nature and size of the transaction [12][13]. Group 3: Approval Procedures - The board of directors must ensure that related directors abstain from voting on transactions, and a majority of non-related directors must approve the decisions [4][5]. - Transactions exceeding certain monetary thresholds require additional scrutiny and must be presented to the shareholders' meeting for approval [8][9]. Group 4: Pricing and Fairness - Related party transactions must be priced fairly, adhering to principles that prevent exploitation of market power [24][25]. - Various pricing methods are outlined, including cost-plus and comparable market prices, to ensure fair valuation of transactions [15][24]. Group 5: Disclosure and Reporting - The company is required to disclose related party transactions in annual and interim reports, ensuring transparency in dealings with related parties [22][23]. - Specific reporting requirements are established for transactions that exceed defined thresholds, including the need for independent audits or evaluations [8][12].