General Principles - The purpose of the management measures for related party transactions is to standardize related party transactions of the company, protect the legitimate rights and interests of investors, especially minority shareholders, and ensure that contracts signed with related parties adhere to principles of fairness, justice, and openness [1][2] - Related transactions must comply with relevant laws, regulations, and the company's articles of association, and should not harm the rights of shareholders, particularly minority shareholders [2][3] Related Transactions - Related transactions refer to the transfer of resources or obligations between the company and its controlling companies with related parties, including but not limited to asset purchases or sales, external investments, financial assistance, guarantees, and management of assets and businesses [3][6] - Transactions must have commercial substance, fair pricing, and should not deviate from market prices or standards [3][6] Related Parties - Related parties include both legal entities and natural persons that have a special relationship with the company, such as those who control the company or hold more than 5% of its shares [7][8] - The company must maintain a list of related parties and their relationships, which should be reported to the board of directors [8] Procedures and Disclosure - Related party transactions require the avoidance of voting by related directors and shareholders during board and shareholder meetings [12][13] - The company must disclose related transactions in accordance with the regulations set forth, including obtaining independent financial advice when necessary [13][17] Approval and Limits - Transactions with amounts exceeding specified thresholds must be approved by independent directors and disclosed to shareholders [12][18] - The company can set limits for certain transactions, such as those below 300,000 RMB for legal entities or 30,000 RMB for natural persons, which can be approved by management [16][18] Daily Transactions - Daily related transactions must be disclosed and approved based on estimated annual amounts, with specific procedures for significant changes or renewals [14][15] - The company must report the actual execution of daily related transactions in its annual and semi-annual reports [14][15]

General Principles - The company establishes a management system for related party transactions to ensure fairness and reasonableness in transactions with related parties, in accordance with relevant laws and regulations [2][3] - The interests of all shareholders, especially minority shareholders, must not be harmed in related party transactions [2] - The controlling shareholders, actual controllers, directors, and senior management must not exploit their relationships to harm the company's interests [2] Principles of Related Party Transactions - Related party transactions should adhere to principles of honesty, equality, voluntary participation, and fair pricing [2] - Pricing for related party transactions should not deviate from market standards, and the company must disclose pricing bases adequately [2][7] - Directors and shareholders with conflicts of interest must abstain from voting on related matters [2] Identification of Related Parties - Related parties include both legal entities and natural persons that have significant control or influence over the company [3][4] - Specific criteria for identifying related legal entities and individuals are outlined, including ownership thresholds and control relationships [3][4] Types of Related Party Transactions - Related party transactions encompass a wide range of activities, including asset purchases, financial support, guarantees, and management contracts [6] - The company must take effective measures to prevent monopolistic practices by related parties that could harm the company and non-related shareholders [7] Decision-Making Procedures - Proposals for related party transactions must be detailed and submitted for approval based on the transaction amount and its impact on the company's net assets [8][9] - Transactions exceeding certain thresholds require shareholder approval, with specific documentation such as audit and evaluation reports [8][9] Disclosure Requirements - Written agreements must be established for related party transactions, detailing the terms and conditions [10] - Related directors and shareholders must abstain from voting on transactions where they have a conflict of interest, ensuring that decisions are made by independent parties [11][12] Daily Management of Related Party Transactions - The company can estimate annual amounts for daily related party transactions and must disclose any significant deviations from these estimates [13][14] - Agreements for daily transactions lasting over three years must undergo re-evaluation and disclosure every three years [14] Miscellaneous Provisions - The management system will adhere to national laws and regulations, and any conflicts with the company's articles of association will be resolved in favor of the law [15] - The board of directors is responsible for interpreting the management system, which becomes effective upon approval by the shareholders [15]

Core Points - The document outlines the regulations for related party transactions of Rihorongmei Co., Ltd, ensuring fairness, transparency, and protection of shareholder rights [1][2][3] - It defines related party transactions and the criteria for identifying related parties, including both legal entities and individuals [2][3] - The pricing principles and decision-making authority for related party transactions are established, emphasizing market price adherence and necessary approvals based on transaction amounts [3][4][5] Group 1 - Related party transactions include various activities such as asset purchases, financial assistance, and management contracts [1][2] - The criteria for determining related parties include control, shareholding, and significant influence over the company [2][3] - The document specifies the decision-making process for approving related party transactions, including thresholds for board and shareholder approval [3][4][5] Group 2 - The pricing of related party transactions should follow market principles, and if market prices are unavailable, costs and industry profit margins should be considered [3][4] - The company must disclose related party transactions exceeding specified monetary thresholds, ensuring independent board approval [3][4][5] - Procedures for avoiding conflicts of interest during board and shareholder meetings are outlined, requiring related parties to abstain from voting [6][7][8]

Core Viewpoint - The company has established a management approach to ensure that transactions with related parties are conducted fairly and transparently, protecting the rights of non-related shareholders [2][9]. Group 1: Related Party Transactions - Related party transactions include various activities such as asset purchases or sales, product sales, raw material purchases, and financial assistance [3][9]. - The company must adhere to principles of honesty and fairness in related party transactions, ensuring that these transactions do not harm the interests of the company and non-related shareholders [10][11]. - Related party transactions must be documented in written contracts, and the content should be clear and specific [11]. Group 2: Decision-Making Procedures - The board of directors must ensure that related directors abstain from voting on related party transactions [4][5]. - The approval process for related party transactions varies based on the transaction amount, with specific thresholds for board and shareholder approval [6][7]. - Related party transactions must be disclosed in accordance with regulatory requirements, including details about the transaction, pricing policies, and the impact on the company [10][12]. Group 3: Information Disclosure - Transactions exceeding certain monetary thresholds must be submitted for shareholder approval, particularly if they exceed 30 million RMB or 5% of the company's audited net assets [9][10]. - The company is required to disclose the nature of related party relationships, transaction pricing, and the rationale behind the transactions in its announcements [10][12]. - Documentation related to decision-making and resolutions regarding related party transactions must be maintained for a period of ten years [12].

南京药石科技股份有限公司 关联交易管理制度 （2025 年 8 月修订） 第一章 总则 第一条 为保证南京药石科技股份有限公司（以下简称"公司"）与关联方之 间的关联交易符合公平、公正、公开的原则，确保公司的关联交易行为不损害公 司和非关联股东的合法权益，根据《中华人民共和国公司法》《中华人民共和国 证券法》《深圳证券交易所创业板股票上市规则》（以下简称《上市规则》）及 《南京药石科技股份有限公司章程》（以下简称"《公司章程》"）的有关规定， 结合公司实际情况，制订本制度。 第二条 公司与关联人之间的关联交易除遵守有关法律、法规、规范性文件及 《公司章程》规定外，还需遵守本制度的有关规定。 第三条 公司与关联人之间的关联交易应签订书面协议。协议的签订应当遵 循平等、自愿、等价、有偿的原则，协议内容应明确、具体。 第四条 关联交易活动应遵循公平、公正、公开的原则,关联交易的价格原则 上不能偏离市场独立第三方的价格或收费的标准。 第五条 公司股东、董事、高级管理人员不得利用其关联关系损害公司利益。 违反规定，给公司造成损失的，应当承担赔偿责任。 第二章 关联交易及关联人 第六条 关联关系，是指公司控股股东、实际控 ...

新经典文化股份有限公司 关联交易管理办法 （2025年8月修订） 第一章 总则 第一条 为规范新经典文化股份有限公司（以下简称"公司"）关联交易行为， 提高公司规范运作水平，保护公司和全体股东的合法权益，根据《上海证券交易 所股票上市规则》（以下简称"《股票上市规则》"）《上海证券交易所上市公司自 律监管指引第 1 号——规范运作》《上海证券交易所上市公司自律监管指南第 5 号——交易与关联交易》《新经典文化股份有限公司章程》（以下简称"《公司章 程》"）等规章制度，制定本管理办法。 第二条 公司关联交易应当遵循定价公允、决策程序合规、信息披露规范的 基本原则。 第二章 关联人及关联交易认定 第三条 公司的关联人包括关联法人（或者其他组织）和关联自然人。 第四条 具有以下情形之一的法人，为公司的关联法人： （一）直接或者间接控制公司的法人或其他组织； （二）由上述第（一）项所列主体直接或者间接控制的除公司、控股子公司 及控制的其他主体以外的法人或其他组织； （三）由本办法第五条所列公司的关联自然人直接或者间接控制的，或者由 关联自然人担任董事（不含同为双方的独立董事）、高级管理人员的，除公司、 控股子公司及控 ...

第二章 关联人及关联交易 四川国光农化股份有限公司 内部控制制度 四川国光农化股份有限公司 第一章 总则 第一条 为规范四川国光农化股份有限公司（以下简称"公司"）的关联交易行 为，保证公司与各关联人所发生的关联交易的合法性、公允性、合理性，充分保障 股东、特别是中小股东和公司的合法权益，根据《中华人民共和国公司法》、 《中华 人民共和国证券法》（以下简称《证券法》）、《深圳证券交易所股票上市规则》（以 下简称《上市规则》）、《深圳证券交易所上市公司自律监管指引第 7 号——交易与 关联交易》等法律、法规、部门规章、规范性文件、自律规则及《公司章程》）的 相关规定，结合公司的实际情况，制定本制度。 第二条 本制度适用于公司、公司控股的公司。 第三条 公司的关联人包括关联法人（或者其他组织）和关联自然人。 （一）具有下列情形之一的法人或其他组织，为公司的关联法人（或者其他组 织）： 以外的法人（或者其他组织）； 同为双方的独立董事）、高级管理人员的，除公司及其控股子公司以外的法人（或 者其他组织）； （二）具有下列情形之一的自然人，为公司的关联自然人： 四川国光农化股份有限公司 内部控制制度 母及配偶的父母、兄 ...

General Principles - The purpose of the related party transaction management system is to ensure that transactions between the company and related parties are fair, just, and open, protecting the interests of the company and its shareholders, especially minority investors [1] - Related party transactions are defined as the transfer of resources or obligations between the company, its subsidiaries, and related parties [1] Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company, which may lead to a tilt in the company's interests [2] - The types of related party transactions include but are not limited to asset purchases or sales, external investments, financial assistance, guarantees, leasing, and management of assets and businesses [3][4] Pricing Principles and Management - Related party transactions should follow pricing principles such as national pricing, market pricing, cost-plus pricing, and negotiated pricing [6] - The financial department of the company is responsible for tracking market prices and cost changes related to these transactions [7] Review Procedures and Disclosure - Transactions exceeding certain thresholds must be approved by a majority of independent directors and disclosed promptly [8][9] - For transactions over 30,000 yuan with natural persons or over 3 million yuan with legal entities, specific review and disclosure procedures are required [8][9] Board and Shareholder Meeting Procedures - Related directors must abstain from voting on transactions in which they have a conflict of interest, and decisions must be made by a majority of non-related directors [10] - Related shareholders must also abstain from voting on relevant transactions, ensuring that the decision-making process remains unbiased [11][12] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions outlined for non-controlling related companies [12] - Guarantees provided to related parties require approval from a majority of non-related directors and must be disclosed to shareholders [13] Cumulative Calculations and Reporting - Related party transactions occurring within a 12-month period are to be cumulatively calculated for disclosure and approval purposes [14] - Daily related party transactions must be reported in annual and semi-annual reports, ensuring transparency in execution [16][17] Exemptions from Review and Disclosure - Certain transactions that provide unilateral benefits to the company without any obligations can be exempt from the review and disclosure process [20] - Transactions that meet specific criteria, such as receiving funds at market rates without guarantees, are also exempt [20] Record Keeping and Amendments - Records of related party transaction decisions must be maintained for a period of 10 years [26] - The management system can be amended by the board of directors and must be approved by the shareholders [28][29]

Core Viewpoint - The article outlines the management system for related party transactions of Tiandi Source Co., Ltd, emphasizing the principles of fairness, justice, and openness to protect the interests of the company and all shareholders [2][3]. Group 1: Definition and Identification of Related Parties - Related party transactions are defined as transactions involving the transfer of resources or obligations between the company, its subsidiaries, and related parties, including various forms of control and ownership [4][5]. - Related parties include both legal entities and natural persons who have significant control or ownership stakes in the company, specifically those holding more than 5% of shares [6]. Group 2: Reporting and Disclosure Requirements - Company directors, senior management, and significant shareholders must report related party lists and relationships to the board for proper management [8]. - Transactions exceeding certain thresholds, such as 300,000 yuan for natural persons and 30 million yuan for legal entities, require approval from independent directors and must be disclosed to the board [9][10]. Group 3: Decision-Making Procedures - Related directors must abstain from voting on transactions where they have a conflict of interest, ensuring that decisions are made by non-related directors [10][12]. - The company cannot provide financial assistance to related parties unless specific conditions are met, including approval from non-related directors and the shareholders' meeting [13][12]. Group 4: Exemptions and Special Cases - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual approval and disclosure requirements [15]. - If a transaction involves purchasing assets at a price exceeding 100% of the book value without guarantees, the company must provide specific justifications [16][17]. Group 5: Disclosure of Related Transactions - The company must submit various documents to the Shanghai Stock Exchange when disclosing related transactions, including board resolutions and relevant contracts [20]. - Annual and semi-annual reports must include significant related transactions that occurred during the reporting period, categorized appropriately [27].

General Principles - The company establishes an association transaction management system to regulate its association transaction behavior in accordance with relevant laws and regulations [1][2] - The basic principles for association transactions include honesty, equality, voluntary nature, fairness, and protection of the legitimate interests of the company and non-associated shareholders [1] Definition of Associated Persons and Transactions - Associated persons include both legal entities and natural persons that have a special relationship with the company [3][4] - The company defines associated transactions as resource or obligation transfers between the company, its subsidiaries, and associated persons, including asset purchases, financial support, and management services [3][5] Approval Procedures and Disclosure - Transactions exceeding certain thresholds must be submitted to the board of directors for review and timely disclosure [3][4] - Specific thresholds include transactions over 300,000 yuan with associated natural persons and over 3 million yuan with associated legal entities, which also must exceed 0.5% of the company's latest audited net assets [3][4] Independent Director Involvement - Independent directors must review proposed associated transactions, and their approval is required before submission to the board [4][6] - Associated directors must abstain from voting on transactions to ensure impartiality [4][6] Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to associated persons, with exceptions for non-controlling associated companies under certain conditions [6][7] - Guarantees provided to associated persons must also undergo rigorous approval processes involving independent directors and shareholder meetings [7][8] Reporting and Maintenance of Associated Persons - The company must maintain an updated list of associated persons and ensure timely reporting of any changes in relationships [10][11] - Associated natural persons must disclose their identities and relationships with the company [10] Prevention of Fund Misappropriation - The company must implement measures to prevent associated persons from misappropriating company funds or assets [11][12] - Any violations of the association transaction management system may result in disciplinary actions against responsible individuals [12]