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三人行: 三人行:关联交易管理办法(2025年9月)

Core Viewpoint - The document outlines the management measures for related party transactions of Sanrenxing Media Group Co., Ltd, emphasizing fairness, transparency, and the protection of shareholders' interests, particularly those of minority investors [1][2]. Summary by Sections General Principles - The related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1]. - Related parties with voting rights at shareholder meetings should abstain from voting on related transactions, except in special circumstances [1]. - The board of directors must assess whether related transactions are beneficial to the company, potentially seeking independent evaluations [1]. Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company [2]. - Related transactions encompass various activities such as asset purchases, investments, and financial assistance [3][6]. Pricing and Management of Related Transactions - Written agreements must be established for related transactions, specifying pricing policies [4]. - Pricing should be fair and based on government pricing, market prices, or reasonable costs plus profit [5]. - Various pricing methods are outlined, including cost-plus, resale price, and comparable uncontrolled price methods [5]. Procedures and Disclosure - Transactions exceeding certain thresholds require board approval and timely disclosure [8]. - For significant transactions, independent evaluations or audits must be conducted [8]. - The company must disclose detailed information about related transactions, including pricing policies and the rationale behind them [12][21]. Special Regulations for Premium Purchases - If the purchase price of related party assets exceeds 100% of the book value, the company must provide a profit forecast report and facilitate shareholder participation in decision-making [19][20]. Miscellaneous Provisions - Related transactions involving the company's subsidiaries are treated as the company's transactions and must comply with the same approval and disclosure requirements [23]. - The document specifies that all records related to decision-making on related transactions must be maintained for at least 10 years [23].