TMSP(SH:600671) Zheng Quan Zhi Xing·2025-08-27 10:06Core Points - The article outlines the management system for related party transactions of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd, aiming to regulate such transactions, protect investors' rights, and enhance corporate governance [1][2][3]. Group 1: General Principles - The company must ensure that related party transactions are legal, necessary, and fair, maintaining independence and not using these transactions to manipulate financial indicators [1][2]. - Basic principles for related party transactions include equality, voluntary participation, fairness, compliance with laws, and protection of minority shareholders' rights [1][2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those holding more than 5% of shares or serving as directors [2][3]. - The company must identify related parties based on control relationships and significant shareholdings [3][4]. Group 3: Decision-Making and Disclosure Procedures - The decision-making process for related party transactions involves the shareholders' meeting, board of directors, and general manager's office, which must review specific documents related to the transaction [4][5]. - Transactions exceeding certain thresholds require board approval and timely disclosure, with specific monetary limits set for transactions with natural and legal persons [5][6]. Group 4: Daily Related Party Transactions - The company must estimate daily related party transactions and disclose them according to established standards, ensuring compliance with the approval process [12][13]. - If the actual transaction amount exceeds the estimated amount, the company must re-evaluate and disclose accordingly [12][13]. Group 5: Special Provisions for Related Transactions - Special provisions apply to asset purchases from related parties, requiring shareholder approval if the transaction price exceeds 100% of the book value without guarantees [14][15]. - Joint investments with related parties must adhere to specific calculation standards for approval and disclosure [15][16]. Group 6: Management and Supervision - The board office is responsible for managing related parties and transactions, ensuring compliance with regulations and timely reporting of changes [18][19]. - Independent directors are tasked with supervising related transactions to prevent misuse of company resources by related parties [20][21].