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麦澜德: 《关联交易管理制度》(2025年8月)

Core Points - The article outlines the related party transaction management system of Nanjing Mylande Medical Technology Co., Ltd, emphasizing fairness, justice, and transparency in transactions to protect the interests of the company and its shareholders, especially minority investors [2][3][4] - The company defines related party transactions and establishes principles to ensure their legality, necessity, reasonableness, and fairness, while maintaining the company's independence [2][3][4] - The document specifies the scope of related parties and transactions, including various types of transactions such as asset purchases, financial assistance, and guarantees [3][4][5][6] Summary by Sections General Principles - The management system aims to ensure that related party transactions do not harm the interests of the company and its shareholders, particularly minority investors [2] - Related party transactions must adhere to principles of equality, voluntariness, fairness, and transparency [2][3] Definition and Scope of Related Parties - Related parties include individuals or entities that control the company, hold more than 5% of shares, or have close relationships with key management [3][4] - Transactions considered related party transactions include asset sales, investments, and financial guarantees [4][5] Pricing and Management of Related Transactions - Related party transactions should follow pricing principles based on national pricing, market prices, or negotiated prices, with a focus on fairness [6][7] - The financial department is responsible for tracking market price changes and reporting to the board [6] Procedures and Disclosure - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [8][9] - Related party transactions must be reviewed and disclosed according to specific criteria, including transaction amounts and types [9][10] Special Provisions - The document outlines exceptions for certain transactions that do not require the same level of scrutiny or disclosure [11][12] - Related transactions involving subsidiaries are treated as transactions of the company and must comply with the same management system [12]