华鲁恒升: 华鲁恒升公司关联交易管理办法（全文）

Core Viewpoint - The document outlines the management measures for related party transactions of Shandong Hualu Hengsheng Chemical Co., Ltd, aiming to standardize related transactions, protect the rights of shareholders, especially minority shareholders, and ensure compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The company must ensure the legality, necessity, reasonableness, and fairness of related transactions, maintaining independence and compliance in decision-making and information disclosure [2][3]. - Related transactions are defined as matters involving the transfer of resources or obligations between the company and its related parties [1][4]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those controlling or significantly influencing the company [5][6]. - Specific criteria for identifying related legal entities and natural persons are provided, including ownership thresholds and positions held within the company [6][7]. Group 3: Decision-Making and Voting Procedures - Related parties must abstain from voting on matters concerning related transactions to protect the company's interests [5][6]. - The board of directors must consist of a majority of non-related directors for decisions on related transactions to be valid [5][6]. Group 4: Disclosure Requirements - Transactions exceeding certain monetary thresholds must be disclosed and submitted for board approval, with specific amounts set for transactions with natural persons and legal entities [13][14]. - Daily related transactions can be exempt from audit or assessment if they meet certain criteria and are disclosed in annual and semi-annual reports [7][8]. Group 5: Pricing of Related Transactions - Related transactions must be priced fairly, with guidelines provided for determining prices based on market standards or comparable transactions [28][29]. - If pricing cannot be determined by standard methods, the company must disclose the principles and methods used for pricing [31]. Group 6: Major Related Transactions - Major related transactions are defined as those meeting specific thresholds and require independent director approval and audit committee review before board consideration [11][12]. - The company must ensure that any major related transactions do not adversely affect the interests of minority shareholders [26][27].