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ST华通: 关联交易管理制度(2025年8月)

Core Points - The article outlines the management system for related party transactions of Zhejiang Century Huatong Group Co., Ltd, aiming to regulate such transactions and protect shareholders' rights [1][2] - The system emphasizes the legality, necessity, and fairness of related party transactions, ensuring the company's independence and preventing the manipulation of financial indicators [1][2] - It defines related party transactions and identifies related parties, including both legal entities and natural persons [4][5] Summary by Sections General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shenzhen Stock Exchange Listing Rules [1] - Related party transactions must be conducted legally and fairly, without concealing relationships or evading review procedures [1][2] Related Transactions and Related Parties - Related transactions include various activities such as asset purchases, financial support, and management contracts [4] - Related parties are defined as entities or individuals with significant control or ownership in the company, including those holding more than 5% of shares [6][7] Avoidance System - Directors and shareholders with related interests must abstain from voting on related transactions to ensure impartiality [2][3] - The board meeting can proceed with a majority of non-related directors present, and decisions require a majority vote from them [2][3] Decision-Making Procedures for Related Transactions - Transactions exceeding specified monetary thresholds require approval from independent directors and must be disclosed [13][14] - Transactions over 30,000 yuan with related natural persons or over 3 million yuan with related legal entities must follow these procedures [13][14] Disclosure Requirements - The company must disclose details of related transactions, including parties involved, transaction amounts, and pricing basis [23] - Annual reports must summarize the execution of daily related transactions [19][20] Miscellaneous Provisions - The system will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [25][27]