和林微纳: 关联（连）交易管理制度（草案）

Core Viewpoint - The company is enhancing its corporate governance structure to ensure independent and scientific decision-making, thereby protecting the rights of all shareholders, especially minority shareholders [1][2]. Summary by Sections Corporate Governance - The company aims to improve its governance structure in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the listing rules of the Shanghai Stock Exchange and Hong Kong Stock Exchange [1][2]. Related Party Transactions - Related party transactions must adhere to principles of honesty, legality, necessity, reasonableness, and fairness [2]. - Written agreements are required for related party transactions, ensuring equality, voluntariness, equivalence, and compensation [2]. - Directors and shareholders with any interest in related party transactions must abstain from voting on related matters [3]. Approval and Disclosure Requirements - Transactions with related parties that exceed certain thresholds must be submitted for board approval and disclosed promptly [5][6]. - Transactions involving natural persons exceeding 300,000 yuan or transactions with legal persons that account for over 0.1% of the company's total assets or market value must be disclosed [5]. - For transactions exceeding 30 million yuan or 1% of total assets or market value, an evaluation or audit report is required [6][4]. Board and Shareholder Meeting Procedures - Related directors must abstain from voting on related party transactions, and a majority of non-related directors must be present for the board meeting [7]. - Related shareholders must also abstain from voting during shareholder meetings concerning related party transactions [7][9]. Financial Assistance and Pricing - The company is prohibited from providing financial assistance to related parties, except under specific conditions [12]. - Pricing for daily related party transactions should reference market fair prices and be mutually agreed upon [13]. Reporting and Compliance - The company must categorize and disclose daily related party transactions in annual and interim reports [8]. - Independent directors must approve related party transactions before board meetings, and their consent must be disclosed in announcements [14]. Miscellaneous Provisions - Related party transactions that are exempt from approval and disclosure include cash subscriptions for public offerings and certain other specified transactions [16]. - The company must comply with both the Shanghai Stock Exchange and Hong Kong Stock Exchange regulations regarding related party transactions [10][11].