CMES(SH:601872) Zheng Quan Zhi Xing·2025-08-27 16:40Core Points - The document outlines the decision-making system for related party transactions of China Merchants Energy Transportation Co., Ltd, aiming to ensure the legality, fairness, and reasonableness of such transactions while protecting the rights of shareholders, especially minority shareholders [2][3][5] Group 1: General Principles - The system is established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] - Related party transactions must comply with the company's articles of association and this system [2][3] - Transactions involving the company's controlling subsidiaries are treated as company transactions and are subject to this system [2] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a specific relationship with the company [3] - Legal entities are considered related if they control the company directly or indirectly, or if they are controlled by individuals who are related to the company [3][4] - Natural persons are considered related if they hold more than 5% of the company's shares or are directors or senior management of the company [4] Group 3: Scope and Principles of Related Transactions - Related transactions include resource or obligation transfers between the company and related parties, covering various types of transactions such as asset purchases, financial assistance, and service provision [5][6] - The company must ensure that related transactions are conducted in good faith and do not harm the interests of the company and non-related shareholders [6][7] Group 4: Decision-Making Procedures and Disclosure - The company must thoroughly understand the transaction's true nature and the counterparty's credibility before approving related transactions [6][7] - Transactions exceeding certain thresholds must be submitted to the board of directors for approval and disclosed accordingly [6][7] - Related directors must abstain from voting on transactions in which they have a conflict of interest [8][9] Group 5: Special Provisions for Daily Related Transactions - Daily related transactions must be disclosed and approved according to specific procedures, especially if they exceed previously estimated amounts [12][13] - The company must re-evaluate and disclose any significant changes to ongoing daily related transaction agreements [12][13] Group 6: Miscellaneous Provisions - The document specifies that related directors and shareholders are defined based on their relationships with the transaction parties [14][15] - The system will be effective upon approval by the company's shareholders and will be interpreted by the board of directors [15]