天普股份: 关联交易管理制度（2025年8月修订）

General Principles - The company establishes an association transaction management system to regulate related party transactions, enhance operational standards, and protect the rights of shareholders [2][3] - The company must ensure the legality, necessity, reasonableness, and fairness of related party transactions, maintaining independence and avoiding financial manipulation [2][3] Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company, such as those holding more than 5% of shares [3][4] - The company must maintain a list of related parties and their relationships, which should be reported to the board of directors [4][5] Decision-Making Procedures for Related Transactions - Transactions with related parties exceeding certain thresholds must be approved by independent directors and disclosed to shareholders [4][5] - Specific thresholds include transactions over RMB 300,000 with natural persons and RMB 3 million with legal entities, which also must exceed 0.5% of the company's latest audited net assets [4][5] Types of Related Transactions - Related transactions encompass a wide range of activities, including asset purchases, financial support, and joint investments [5][6] - The company is prohibited from providing financial assistance to related parties, with exceptions for non-controlling related companies under specific conditions [6][7] Pricing and Disclosure - Related transactions must be documented with written agreements that specify pricing policies, and any significant changes in terms must undergo re-evaluation and approval [14][15] - The company is required to conduct due diligence on the transaction's legitimacy and the counterparty's creditworthiness, potentially involving third-party audits [14][15] Governance and Voting Procedures - Related directors must abstain from voting on transactions involving their interests, ensuring that decisions are made by a majority of non-related directors [11][12] - Related shareholders must also abstain from voting on matters that could benefit them directly [12][13] Implementation and Amendments - The association transaction management system becomes effective upon approval by the shareholders' meeting, with the board authorized to amend it as necessary [15]