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华恒生物: 关联交易管理制度(2025年9月修订)

Core Points - The document outlines the management system for related party transactions of Anhui Huaheng Biotechnology Co., Ltd, aiming to standardize transactions and protect the interests of the company and its shareholders [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1] - The company should take measures to regulate related party transactions to minimize and avoid them [1] Group 2: Definition of Related Parties - Individuals or entities that control the company directly or indirectly, hold more than 5% of shares, or are company directors or senior management are considered related parties [2][3] - Related transactions include asset purchases or sales, external investments, project transfers, and other transactions that may lead to resource or obligation transfers [3][4] Group 3: Decision-Making Procedures - Related directors must abstain from voting on related party transactions, and decisions require a majority of non-related directors [4][5] - Related shareholders must also abstain from voting, and their shares will not count towards the total valid votes [5][6] Group 4: Approval and Disclosure Requirements - Transactions exceeding certain thresholds must be approved by independent directors and disclosed [6][7] - Transactions with related individuals over 300,000 yuan or with related entities exceeding 0.1% of total assets or 3 million yuan require board approval [6][7] Group 5: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions [8][9] - Guarantees for related parties require approval from a majority of non-related directors and must be disclosed to shareholders [7][8] Group 6: Compliance and Accountability - The company must take protective measures against losses caused by related parties and hold responsible individuals accountable [11][12] - Financial management must adhere to strict regulations when dealing with related parties to prevent misuse of company resources [12][14] Group 7: Miscellaneous Provisions - The document specifies that the term "above" includes the stated number, while "below" and "exceed" do not [15] - The market value for related transaction disclosures is defined as the average closing market value over the 10 trading days prior to the disclosure [15]