华光新材: 华光新材关联交易制度

Core Viewpoint - The article outlines the related party transaction system of Hangzhou Huaguang Welding New Materials Co., Ltd., aiming to regulate related party transactions to protect the rights and interests of the company and its non-related shareholders [2][3]. Group 1: General Principles - The related party transactions should adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality, ensuring no harm to the company and other shareholders' interests [2]. - Written agreements must be signed for related party transactions, with clear and specific terms [2]. - Shareholders, directors, and senior management must not exploit their relationships to harm the company's interests and are liable for any losses incurred [2]. Group 2: Related Parties and Transactions - Related parties include controlling shareholders, actual controllers, directors, senior management, and entities they control, as well as individuals holding more than 5% of shares [3][4]. - Related transactions involve the transfer of resources or obligations between the company and its related parties [4]. Group 3: Disclosure and Decision-Making Procedures - Related transactions must be disclosed in interim and annual reports according to relevant regulations [3]. - Directors with related relationships must abstain from voting on related transaction resolutions, which require a majority of non-related directors to pass [6][7]. - Related shareholders must also abstain from voting on related transactions at shareholder meetings [15][16]. Group 4: Transaction Standards and Exemptions - Transactions exceeding certain thresholds, such as 300,000 yuan for individuals or 1% of total assets for entities, require independent director approval and disclosure [18]. - Certain transactions, such as cash subscriptions for public offerings or receiving dividends, may be exempt from the related transaction procedures [33]. Group 5: Pricing of Related Transactions - Related party transaction pricing must be fair and can be based on government pricing, market prices from independent third parties, or reasonable costs plus profit [34][35]. - If no comparable market prices exist, reasonable pricing methods must be disclosed [36]. Group 6: Implementation and Effectiveness - The related party transaction system will take effect upon approval by the company's shareholders [39][50].