阳光照明: 阳光照明关联交易管理制度

Core Points - The article outlines the decision-making system for related party transactions of Zhejiang Sunshine Lighting Electric Group Co., Ltd, aiming to standardize transactions and protect investors' rights [2][3] - The system emphasizes the legality, necessity, reasonableness, and fairness of related party transactions, ensuring that they do not harm the interests of the company and its stakeholders [2][3] - The document specifies the definitions of related parties and related relationships, including both legal entities and natural persons [3][4] Summary by Sections General Principles - The company must ensure that related party transactions are conducted fairly and transparently, adhering to relevant regulations and the company's articles of association [2] - Related party transactions should not be used to manipulate financial indicators or harm the company's interests [2] Related Parties and Relationships - Related parties include legal entities and natural persons that have significant control or ownership over the company [3][4] - The document outlines specific criteria for identifying related parties, including ownership thresholds and control relationships [3][4] Basic Principles of Related Transactions - Related party transactions must be priced fairly, follow compliant decision-making procedures, and ensure proper information disclosure [5] - The principles include equality, voluntariness, and fairness, with a focus on protecting the rights of minority shareholders [5][6] Pricing and Management of Related Transactions - The pricing of related party transactions should follow established methods, including cost-plus, resale price, and comparable uncontrolled price methods [6][7] - If pricing cannot be determined by these methods, the company must disclose the pricing principles and justify their fairness [7] Disclosure and Decision-Making - Certain related party transactions require board approval and must be disclosed, particularly those exceeding specified monetary thresholds [8][9] - The document specifies that related directors must abstain from voting on transactions where they have a conflict of interest [9][10] Exemptions from Review and Disclosure - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual review and disclosure requirements [14][15] - The company must disclose relevant details about related transactions, including parties involved, transaction nature, and pricing basis [15] Final Provisions - The document states that related transactions conducted by subsidiaries controlled by the company are treated as company transactions [25] - The decision-making system will be revised as necessary by the company's board of directors and will take effect upon shareholder approval [27][28]