COOEC(SH:600583) Zheng Quan Zhi Xing·2025-09-04 11:14Core Viewpoint - The article outlines the management measures for related party transactions of CNOOC Engineering Co., Ltd., emphasizing the need for fairness, transparency, and protection of shareholders' rights in such transactions [1][2]. Group 1: General Principles - The purpose of the management measures is to standardize related party transactions, ensuring they are fair and in compliance with relevant laws and regulations [1]. - Related party transactions include various forms of resource or obligation transfers between the company and its related parties [2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those holding more than 5% of shares [3][4]. - Specific criteria are established to identify related legal entities and natural persons, including control relationships and familial ties [4][5]. Group 3: Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and the protection of non-related shareholders' rights [5][6]. - The company must evaluate the necessity and reasonableness of transactions, ensuring that pricing is based on adequate benchmarks [9][10]. Group 4: Decision-Making and Disclosure Procedures - Major related party transactions require approval from independent directors and must be reviewed by the audit committee [12][13]. - Related directors must abstain from voting on transactions to avoid conflicts of interest [6][7]. Group 5: Specific Transaction Requirements - Transactions exceeding 3 million yuan and accounting for more than 0.5% of the company's net assets must be disclosed [15][16]. - Transactions involving related parties that exceed 30 million yuan and account for over 5% of net assets require shareholder meeting approval [17][18]. Group 6: Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions outlined [19][20]. - Guarantees provided to related parties must also undergo rigorous approval processes to ensure compliance with regulations [22][23]. Group 7: Daily Operations and Reporting - Daily related party transactions must be disclosed in annual and semi-annual reports, with significant changes requiring re-evaluation and approval [28][29]. - The company can estimate annual transaction amounts for daily operations, but must disclose any significant deviations from these estimates [30][31].