美埃科技: 关联交易管理制度

Core Viewpoint - The document outlines the management system for related party transactions of Meiyah (China) Environmental Technology Co., Ltd., aiming to regulate decision-making processes and protect the interests of the company and minority shareholders [1]. Group 1: General Principles - The internal control of related party transactions should adhere to principles of honesty, equality, fairness, openness, and written agreements, ensuring no harm to the company or other shareholders [1][2]. - Related party transactions must not conceal relationships or misrepresent transactions as non-related [1]. Group 2: Definition of Related Parties - Related parties include natural persons, legal entities, and organizations that are deemed related, such as family members of key stakeholders and entities holding more than 5% of shares [3][4]. - Specific criteria for identifying related parties include direct or indirect control over the company, significant shareholding, and close familial relationships with key management [5][6]. Group 3: Types of Related Party Transactions - Related party transactions encompass various activities, including asset purchases or sales, investments, project transfers, licensing agreements, guarantees, and financial assistance [4][7]. - Transactions that are part of daily operations, such as purchasing raw materials or selling products, are excluded from this definition [2]. Group 4: Pricing and Management of Related Party Transactions - The pricing of related party transactions must be fair and based on market standards, with written agreements detailing pricing policies [7][9]. - If significant changes occur in transaction terms, the company must follow the approval process again based on the revised amounts [7]. Group 5: Approval Procedures - Transactions exceeding RMB 300,000 or 0.1% of the company's total assets require board approval and must be disclosed promptly [11][12]. - Transactions above RMB 30 million or 1% of total assets must be submitted for shareholder approval, including necessary evaluations and reports [12][14]. Group 6: Disclosure and Execution - The company must disclose related party transactions accurately according to relevant laws and regulations [24]. - Approved transactions must be implemented by the management team, and any changes to the main content of the contracts require prior consent from the approving body [26][28]. Group 7: Special Provisions 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 voting [29][30]. - The company must disclose any discrepancies between actual profits and forecasted profits for three consecutive years following the transaction [20][23].