Qijing Machinery(SH:603677) Zheng Quan Zhi Xing·2025-09-05 13:13Core Viewpoint - The document outlines the management system for related party transactions of Qijing Machinery Co., Ltd, emphasizing the need for legality, necessity, reasonableness, and fairness in such transactions to protect the rights of the company and its shareholders [1][2]. Group 1: General Principles - The company aims to regulate related party transactions to ensure their legality and fairness, following relevant laws and regulations [1]. - Related party transactions should be priced fairly, with compliance in decision-making processes and information disclosure [2]. - Transactions with controlling shareholders or actual controllers must adhere to principles of equality, voluntariness, equivalence, and compensation [1][2]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [6][7]. - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares [6][7][8]. Group 3: Reporting and Disclosure - The board of directors' audit committee is responsible for overseeing related party transaction controls and management [2]. - Related party transactions must be disclosed in both temporary and periodic reports, adhering to the stock exchange's rules [2][5]. - The company must maintain a list of related parties and their relationships, updating it regularly [5][12]. Group 4: Decision-Making Procedures - Transactions exceeding certain monetary thresholds require board and shareholder approval, with specific amounts set for natural and legal persons [19][20]. - Independent directors must review related party transactions, ensuring that related directors abstain from voting [31][32]. Group 5: Pricing and Fairness - Related party transactions must be conducted under written agreements that specify pricing policies, ensuring that prices are fair and reflect market conditions [34][36]. - Various pricing methods are outlined, including cost-plus and comparable market prices, to ensure fairness in transactions [36][37]. Group 6: Special Provisions for Daily Transactions - Daily related party transactions must follow specific decision-making and disclosure obligations, with provisions for estimating total transaction amounts [52][54]. - Agreements for daily transactions exceeding three years must undergo re-evaluation and approval every three years [59]. Group 7: Exemptions from Disclosure - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from standard disclosure requirements [64][65]. - Transactions involving state secrets or commercial secrets may also be exempt from disclosure under specific conditions [66][67].