华建集团: 《华东建筑集团股份有限公司关联交易管理办法（草案）》（2025年8月修订）

General Principles - The purpose of the draft management measures for related party transactions is to standardize the related party transaction behavior of the company, improve operational standards, and protect the legal rights of the company and all shareholders [1] - Related party transactions must be fairly priced, comply with review procedures, and ensure proper information disclosure [1] Definition of Related Parties and Transactions - Related parties include both related legal entities and natural persons [2] - Legal entities are considered related if they are directly or indirectly controlled by the company or hold more than 5% of the company's shares [2][3] - Natural persons are considered related if they hold more than 5% of the company's shares, are directors or senior management, or are closely related family members of such individuals [2] Reporting and Disclosure Procedures - Directors, senior management, and shareholders holding more than 5% of shares must report related party lists and relationships to the board [10] - Transactions with related natural persons exceeding 300,000 yuan and with related legal entities exceeding 3 million yuan must be submitted for board review and disclosed [12] - Transactions exceeding 30 million yuan and 5% of the latest audited net assets require an audit report and must be submitted for shareholder meeting approval [13] Types of Related Transactions - Related transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and other resource or obligation transfers [6] Special Provisions for Premium Purchases - If the company purchases assets from related parties at a price exceeding 100% of the book value, specific explanations and protective measures must be provided [13] Exemptions from Review and Disclosure - Certain transactions, such as receiving cash gifts or debt relief without obligations, may be exempt from review and disclosure requirements [28] Responsibilities and Governance - Related directors must abstain from voting on related transactions, and the board meeting can proceed with a majority of non-related directors [22] - Related shareholders must also abstain from voting at shareholder meetings [23] Implementation and Effectiveness - The management measures will take effect after being approved by the company's shareholders' meeting [36] - The board of directors is responsible for interpreting these measures [37]