RoboTechnik(SZ:300757) Zheng Quan Zhi Xing·2025-08-27 16:40Core Viewpoint - The document outlines the management measures for related party transactions of Robotech Intelligent Technology Co., Ltd, ensuring fairness and compliance with relevant laws and regulations [2][3]. Group 1: General Principles - The purpose of the management measures is to standardize related party transactions and ensure their fairness based on various laws and regulations [2]. - Related party transactions include a wide range of activities such as asset purchases, financial support, and management contracts [2][3]. - Certain activities, such as purchasing daily operational materials, are excluded from the definition of related party transactions [3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a special relationship with the company [3][4]. - Legal entities that are considered related parties include those that directly or indirectly control the company or are controlled by the same entity [4]. - Natural persons who hold more than 5% of the company's shares or are company directors or senior management are also classified as related parties [4][5]. Group 3: Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and transparency, with prices generally aligning with market standards [5][6]. - Written agreements are required for related party transactions, ensuring clarity and mutual consent [5][6]. Group 4: Pricing and Management of Related Party Transactions - Pricing for related party transactions should primarily follow market prices; if unavailable, cost-plus pricing or negotiated prices may be used [5][6]. - The board of directors or independent directors can seek independent financial advice if there are doubts about the fairness of transaction prices [6][7]. Group 5: Approval and Disclosure Procedures - Transactions exceeding specified thresholds must be reviewed by the board of directors and disclosed in a timely manner [7][8]. - Related party transactions that exceed certain amounts must be submitted for shareholder approval, with specific disclosure requirements [8][9]. Group 6: Special Cases and Exemptions - Certain transactions, such as public tenders or those involving cash contributions, may be exempt from the usual approval processes [10][11]. - Daily related party transactions can be estimated and disclosed annually, with adjustments made for any significant deviations [10][11]. Group 7: Voting Procedures for Shareholders - Related shareholders must abstain from voting on matters that constitute related party transactions [12][13]. - The board must determine whether a matter constitutes a related party transaction and notify related shareholders accordingly [12][13]. Group 8: Execution of Related Party Transaction Contracts - Approved related party transactions must be implemented by the management according to the board's decisions [16][17]. - Any significant changes to approved contracts require consent from the original approving body [16][17].