Core Viewpoint - The document outlines the revised decision-making system for related party transactions of Zhongyuan Home Co., Ltd, emphasizing fair pricing, compliance with decision-making procedures, and proper information disclosure to protect the interests of the company and its shareholders, especially minority shareholders [1][2]. Group 1: General Principles - The system aims to regulate related party transactions to ensure they do not harm the interests of the company and its shareholders [1]. - Related party transactions must be priced fairly, follow compliant decision-making procedures, and adhere to information disclosure norms [1][2]. Group 2: Definition of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a significant control or ownership stake in the company [2][3]. - Related transactions refer to the transfer of resources or obligations between the company and its related parties [3]. Group 3: Management and Reporting of Related Transactions - The Board Office and Finance Department are responsible for managing related transactions, ensuring compliance, and updating related party lists [4]. - Each department must verify whether a transaction counterparty is a related party before proceeding with business [4][5]. Group 4: Approval Procedures - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [7][8]. - Specific transactions, such as those involving significant amounts or guarantees, must be approved by the shareholders' meeting [8][9]. Group 5: Disclosure Requirements - The company must disclose the relationships and transaction details between related parties in its reports [5][6]. - Transactions that meet specific criteria must be disclosed in detail, including financial metrics and any changes in agreements [16][17]. Group 6: Pricing of Related Transactions - Related transactions must be conducted at fair prices, referencing government pricing or market standards where applicable [18][19]. - Written agreements must be established for related transactions, and any significant changes in terms must undergo the necessary approval processes [18][19]. Group 7: Miscellaneous Provisions - The document stipulates that any unresolved issues will be governed by relevant laws and regulations [33]. - The system will take effect upon approval by the shareholders' meeting [36].
中源家居: 中源家居股份有限公司关联交易决策制度(2025年8月修订)