Shanghai Yashi(SH:603329) Zheng Quan Zhi Xing·2025-08-27 16:12Core Viewpoint - The document outlines the decision-making system for related party transactions of Shanghai Yashi Investment Development Co., Ltd, ensuring fairness, legality, and transparency in transactions with related parties to protect the interests of the company and non-related shareholders [1][2]. Group 1: General Principles - The company must ensure that related party transactions are legal, necessary, reasonable, and fair, maintaining independence and not using these transactions to manipulate financial indicators [1][2]. - Related party transactions must comply with relevant laws, regulations, and the company's articles of association [2]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling or significant influence over the company [2][3]. - Specific criteria for identifying related legal entities include control relationships and ownership of more than 5% of shares [2][3]. Group 3: Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including various types of agreements and contracts [4][5]. - The company must take effective measures to prevent related parties from interfering with its operations through monopolistic practices [5]. Group 4: Decision-Making Procedures - Contracts or agreements involving related transactions must be in writing and adhere to principles of equality and mutual benefit [5][6]. - The board of directors must avoid conflicts of interest during the approval of related transactions, with related directors required to abstain from voting [6][8]. Group 5: Approval and Disclosure Standards - Transactions exceeding certain thresholds, such as 300,000 yuan for natural persons or 30 million yuan for legal entities, require board approval and must be disclosed [10][14]. - The company must hire independent financial advisors for significant related transactions to ensure fairness and reasonableness [11][14]. Group 6: Information Disclosure - The company must disclose related transactions that meet specific criteria, including transaction amounts and the nature of the relationships involved [32][34]. - Disclosure must include details such as transaction parties, pricing, and any relevant approvals from regulatory bodies [36][37]. Group 7: Other Provisions - The company must maintain records of related transaction decisions for a period of 10 years [47]. - The decision-making system will take effect upon approval by the company's shareholders and will supersede any previous related transaction decision-making systems [51].