Core Points - The article outlines the management system for related party transactions of Shenzhen Longke Technology Co., Ltd, emphasizing the need to protect the legal interests of shareholders and creditors, particularly minority investors [2][3] - The company aims to ensure that related party transactions are conducted fairly, openly, and justly, adhering to principles of voluntary, equal, and good faith agreements [2][6] Group 1: General Principles - The company should minimize related party transactions and ensure that transaction prices are determined based on fair market value or cost plus reasonable profit [2][6] - Related directors and shareholders must abstain from voting on matters involving related party transactions [2][10] - Independent financial advisors may be engaged to provide opinions on necessary transactions [2][6] Group 2: Definition and Scope of Related Party Transactions - Related party transactions include various activities such as asset purchases, external investments, financial assistance, guarantees, leasing, and management contracts [2][3] - Related parties encompass both legal entities and natural persons that have significant influence or control over the company [3][4] Group 3: Decision-Making Procedures - Transactions exceeding RMB 300,000 with related natural persons or RMB 3 million with related legal entities require board approval, and those exceeding 5% of the company's net assets must be submitted to the shareholders' meeting [8][9] - Related directors must abstain from voting on related party transactions, ensuring decisions are made by non-related directors [9][10] Group 4: Pricing and Management of Related Party Transactions - Pricing for related party transactions should primarily follow market prices, with alternative methods including cost plus reasonable profit or negotiated agreements [6][7] - The financial department is responsible for tracking market price changes and reporting to the board [7][11] Group 5: Disclosure Requirements - The company must disclose related party transactions in accordance with stock exchange requirements, ensuring transparency [11][12] - Daily related party transactions should be estimated annually, and any significant deviations must be disclosed [12][13] Group 6: Exemptions from Approval - Certain transactions, such as public tenders or those with government-set prices, may be exempt from the usual approval and disclosure processes [14][15] - Transactions that do not involve significant financial implications for the company may also be exempt from formal procedures [14][15]

Core Points - The article outlines the independent director system of Shenzhen Longke Technology Co., Ltd, aiming to ensure the company's standardized operation and protect the rights of all shareholders, especially minority shareholders [1][2][3] Group 1: Independent Director Definition and Responsibilities - An independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors have a duty of integrity and diligence towards the company and all shareholders, focusing on protecting the legal rights of minority shareholders [2][3] - The company must ensure that independent directors occupy at least one-third of the board seats, including at least one accounting professional [2][3][4] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including legal eligibility, independence, and relevant experience in law, accounting, or economics [3][4][5] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [4][5] Group 3: Independence and Evaluation - Independent directors are required to conduct annual self-assessments of their independence and submit the results to the board for evaluation [5][6] - The board must evaluate the independence of incumbent independent directors annually and disclose the findings alongside the annual report [5][6] Group 4: Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations and propose the convening of temporary shareholder meetings [9][10] - They are responsible for participating in board decisions and providing independent opinions on potential conflicts of interest [9][10] Group 5: Reporting and Communication - Independent directors must report any significant issues to the Shenzhen Stock Exchange and can request the company to disclose relevant information [15][16] - They are required to submit annual reports detailing their activities and interactions with minority shareholders [16][17] Group 6: Company Support and Conditions - The company must provide necessary conditions for independent directors to perform their duties effectively, including access to information and resources [33][34] - Independent directors should receive equal rights to information as other board members and be supported in their investigations and inquiries [34][35] Group 7: Compensation and Insurance - The company is responsible for compensating independent directors appropriately and may establish a liability insurance system to mitigate risks associated with their duties [40][41]