天新药业: 关联交易决策制度

General Principles - The purpose of the decision-making system for related party transactions is to standardize transactions between Jiangxi Tianxin Pharmaceutical Co., Ltd. and related parties, ensuring fairness, openness, and justice, while protecting the legitimate rights and interests of all shareholders [1][2][3] Definition of Related Transactions - Related transactions include various actions such as asset purchases or sales, external investments, financial assistance, guarantees, leasing, management of assets, and more [1][3] - Related parties are defined as individuals or entities that have control or influence over the company, including natural persons and legal entities [1][3] Pricing Principles and Methods - The pricing of related transactions should follow specific principles, including government pricing, market prices from independent third parties, and reasonable cost plus profit methods [4][5] - Various pricing methods are outlined, such as cost-plus method, resale price method, comparable uncontrolled price method, and profit split method [4][5] Decision-Making Authority - The General Manager has the authority to approve related transactions below certain thresholds, while transactions exceeding these thresholds require board approval and must be disclosed [7][11] - Transactions involving guarantees for related parties require approval from a majority of non-related directors and must be submitted to the shareholders' meeting [5][11] Review Procedures - Related transactions must be reported in writing to the General Manager, who will organize a review and approval process [17][18] - Independent directors must participate in the review of related transactions, and legal or financial advisors may be consulted for professional opinions [19][20] Disclosure Requirements - Transactions that meet specific thresholds must be disclosed in detail, including the nature of the transaction, related parties, and financial impacts [21][22] - For transactions involving equity, an audit report must be provided, while other asset transactions require an evaluation report [20][21] Voting and Conflict of Interest - Related directors and shareholders must abstain from voting on related transactions to avoid conflicts of interest [26][29] - The board's decisions on related transactions require approval from a majority of non-related directors [15][26] Implementation and Amendments - The decision-making system will take effect upon approval by the shareholders' meeting and will be subject to amendments as necessary [40][41]