苏宁环球: 关联交易决策制度(2025年8月)

Core Points - The article outlines the related party transaction decision-making system of Suning Universal Co., Ltd, aimed at protecting the legal rights of the company and its shareholders while ensuring the legality, necessity, and fairness of related party transactions [2][3][21]. Chapter Summaries Chapter 1: General Principles - The system is established to ensure compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. Chapter 2: Related Transactions and Related Parties - Related transactions refer to resource or obligation transfers between the company or its subsidiaries and related parties, including asset purchases or sales [2][4]. - Related parties include both legal entities and natural persons that meet specific criteria, such as holding more than 5% of the company's shares or being a director or senior management [4][5]. Chapter 3: Decision-Making Procedures and Disclosure of Related Transactions - The basic principle for pricing related transactions is to follow national pricing if available; otherwise, industry pricing or local market prices should be used [7]. - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed, with specific monetary thresholds set for different types of transactions [7][8]. - The company must disclose related transactions in its annual and semi-annual reports, categorizing and summarizing the actual performance of these transactions [16]. Chapter 4: Supplementary Provisions - The system will be interpreted and revised by the board of directors and will take effect upon approval by the shareholders' meeting [28][30].