General Principles - The management system for related party transactions aims to ensure fairness, justice, and transparency in transactions between the company and related parties, protecting the interests of the company and its shareholders, especially minority investors [2] - Related party transactions are defined as matters involving the transfer of resources or obligations between the company or its subsidiaries and related parties [2] Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company, which may lead to biased interests [3] - The types of related party transactions include but are not limited to asset purchases or sales, external investments, financial assistance, guarantees, leasing, management contracts, donations, debt restructuring, R&D project transfers, licensing agreements, and purchasing raw materials [5][6] Pricing and Management of Related Transactions - Related party transactions should follow pricing principles such as national pricing, market pricing, and negotiated pricing, with a fallback to cost plus reasonable profit if no other pricing is available [4] - The financial department is responsible for tracking market price and cost changes related to these transactions and reporting to the board [7] Procedures and Disclosure of Related Transactions - Transactions exceeding 3 million RMB with related legal entities or 300,000 RMB with related natural persons must be submitted to the board for approval and disclosed promptly [5] - The company must hire qualified intermediaries to evaluate or audit transactions that require disclosure, ensuring transparency and compliance with regulations [6] Board and Shareholder Meeting Procedures - Related directors must abstain from voting on related party transactions, and the board meeting must be attended by a majority of non-related directors to make decisions [11][12] - Related shareholders must also abstain from voting, ensuring that decisions are made in the best interest of the company and its shareholders [12] Record Keeping and Amendments - Records of related party transaction decisions and resolutions must be maintained for at least 10 years [14] - The management system can be amended by the board and must be approved by the shareholders' meeting [14]
艾迪精密: 烟台艾迪精密机械股份有限公司 关联交易管理制度(2025年8月)