北汽蓝谷: 关联交易管理办法

Core Points - The article outlines the management of related party transactions for Beijing Automotive Blue Valley New Energy Technology Co., Ltd, emphasizing the need for fairness, transparency, and compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The company aims to standardize the management of related party transactions to protect the interests of all shareholders and ensure compliance with laws such as the Company Law and Securities Law of the People's Republic of China [1][2] - Related party transactions must adhere to principles of honesty, benefit to company development, fairness, voluntary nature, and avoidance of conflicts of interest in voting [4][5] Group 2: Definition and Types of Related Party Transactions - Related party transactions are defined as the transfer of resources or obligations between the company, its subsidiaries, and related parties, including both daily and non-daily transactions [3][5] - Daily related party transactions include purchasing raw materials, selling products, providing or receiving services, and other transactions related to daily operations [5] - Non-daily related party transactions encompass asset purchases or sales, external investments, financial assistance, guarantees, and other significant transactions outside of daily operations [5][8] Group 3: Reporting and Approval Procedures - Company directors, senior management, and shareholders holding more than 5% of shares must report related party relationships and transactions to the board of directors [6][13] - Daily related party transactions exceeding certain thresholds must be submitted for board or shareholder approval and disclosed accordingly [9][10] - Non-daily related party transactions that meet specified financial thresholds require approval from independent directors and must be disclosed to shareholders [13][14] Group 4: Management Responsibilities - The financial management department is responsible for managing daily related party transactions, while the capital operation department oversees non-daily transactions [20][21] - The legal compliance department reviews related party contracts to mitigate legal risks [21] - The board of directors must ensure that related directors abstain from voting on transactions to maintain objectivity [30][31] Group 5: Pricing and Fairness - Related party transactions must be conducted at fair market prices, and any significant changes in transaction terms require re-approval [26][27] - Independent directors can seek external financial advice to assess the fairness of transaction pricing [28]