利欧股份: 关联交易管理办法

Core Points - The document outlines the management measures for related party transactions of Leo Group Co., Ltd, aiming to standardize decision-making procedures and protect the interests of shareholders, especially minority investors [1][2][3] Group 1: General Principles - The management of related party transactions should adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality, ensuring no harm to the interests of the company and non-related shareholders [1][2] - The internal control construction for related party transactions must not infringe upon the legitimate rights and interests of all shareholders, particularly minority shareholders [1][3] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant influence or control over the company [2][3] - Legal entities that control the company directly or indirectly, hold more than 5% of shares, or are recognized by regulatory authorities as having a special relationship with the company are considered related parties [2][3] - Natural persons who hold more than 5% of shares, are directors or senior management, or have close family ties with such individuals are also classified as related parties [3][4] Group 3: Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, financial assistance, and management services [5][6] - The pricing of related party transactions should follow national pricing, market prices, or negotiated prices, ensuring fairness and transparency [5][6] Group 4: Decision-Making Procedures - Transactions exceeding certain thresholds must be approved by independent directors and may require shareholder meetings for further approval [7][8] - The company must disclose transactions that exceed specified amounts, ensuring compliance with regulatory requirements [7][8] Group 5: Disclosure Requirements - The company is required to disclose related party transactions in accordance with the regulations set by the China Securities Regulatory Commission and the Shenzhen Stock Exchange [13][14] - Disclosure must include transaction details, pricing discrepancies, and the nature of the related party's interests [13][14] Group 6: Supervision and Compliance - The audit committee has the authority to supervise the disclosure, review, and voting processes related to related party transactions [38][39] - Any changes or terminations of related party transactions must follow the established procedures outlined in the management measures [40]