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双林股份: 关联交易决策制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
General Principles - The company establishes a decision-making system for related party transactions to ensure compliance with regulations from the China Securities Regulatory Commission and to protect the interests of the company and all shareholders [2][3][4] Related Parties and Relationships - Related parties include both legal entities and natural persons that have significant control or ownership over the company, such as those holding more than 5% of shares or serving as directors and senior management [3][4][5] Related Transactions - Related transactions encompass various activities such as asset purchases or sales, external investments, financial assistance, guarantees, leasing, management contracts, and other agreements that may result in resource or obligation transfers [7][8] Decision-Making Procedures - Proposals for related transactions must be detailed and submitted by the company's functional departments, outlining the specifics, pricing basis, and impact on the company and shareholders [9][10] Approval Authority - The approval authority for related transactions is tiered based on transaction amounts, with the shareholders' meeting required for transactions over 30 million yuan that exceed 5% of the latest audited net assets [6][7] Voting and Conflict of Interest - Related directors and shareholders must abstain from voting on related transactions to ensure impartiality, with decisions requiring a majority from unrelated directors [7][8] Information Disclosure - The company must disclose related transactions in accordance with regulations, including transaction summaries, independent director approvals, pricing policies, and the impact on the company's financial status [9][10]
德明利: 关联交易决策制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Viewpoint - The article outlines the decision-making system for related party transactions of Shenzhen Demingli Technology Co., Ltd, emphasizing the need for transparency, fairness, and protection of the rights of non-related shareholders [2][3]. Group 1: General Principles - The company aims to regulate related party transactions to ensure they do not harm the interests of the company and non-related shareholders [2]. - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [2][3]. - Written agreements are required for related party transactions, specifying clear and concrete terms [2]. Group 2: Definition and Identification of Related Parties - Related parties include controlling shareholders, actual controllers, directors, senior management, and entities they control [3][4]. - The company must maintain a list of related parties and their relationships, which must be reported to the board of directors [4][5]. Group 3: Transaction Approval Procedures - Related party transactions must be approved by the board of directors or shareholders, with related parties abstaining from voting [6][7]. - The company must disclose related party transactions to shareholders, ensuring transparency [5][10]. Group 4: Specific Transaction Types and Thresholds - Transactions exceeding 30 million yuan or 5% of the latest audited net assets require shareholder approval [10]. - Daily operational transactions must follow specific approval processes based on their amounts [11][12]. Group 5: Financial Restrictions - The company is prohibited from providing funds to controlling shareholders or related parties without a legitimate business purpose [15][16]. - Any financial transactions must be conducted in a manner that does not compromise the company's interests [15].
海陆重工: 关联交易决策制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 16:31
Core Points - The company establishes a decision-making system for related party transactions to ensure fairness and legality in its dealings with related parties [2][3] - The internal control of related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [2][3] - The company must ensure that related party transactions do not harm the interests of the company and its shareholders, especially minority shareholders [3][4] Summary by Sections General Principles - The company formulates this system based on relevant laws and regulations, including the Company Law and the Listing Rules of the Shenzhen Stock Exchange [2] - Related party transactions must be priced fairly, with compliance in the review process and information disclosure [2][3] Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons with specific relationships to the company [3][4] - The company must maintain a list of related parties and their relationships, updated regularly [4][5] Decision-Making Authority for Related Transactions - Shareholder meetings must review transactions exceeding 5% of net assets, while the board of directors reviews transactions over 300,000 yuan with related entities [6][7] - The general manager can approve transactions below 30,000 yuan or those that do not exceed specified thresholds [7][8] Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties unless specific conditions are met [7][8] - Guarantees for related parties require approval from non-related directors and must be disclosed to shareholders [8][9] Review and Disclosure of Related Transactions - The board of directors must conduct a thorough review of related transactions, considering necessity, reasonableness, and pricing [20][21] - Detailed disclosure of related transactions is required, including transaction amounts and pricing policies [36][37] Daily Related Transactions - Daily transactions must be estimated and disclosed, with specific procedures for significant changes or renewals [30][31] - The company must report on the execution of daily related transactions in its annual and semi-annual reports [31][32] Financial Services Agreements - Financial services agreements with related financial companies must be reviewed and disclosed, ensuring compliance with regulatory standards [23][24] - The company must conduct risk assessments and disclose any potential risks associated with these agreements [24][25] Joint Investments and Asset Transactions - Joint investments with related parties must be calculated based on the investment amounts and disclosed accordingly [29][30] - Asset purchases from related parties require shareholder approval if the transaction price exceeds certain thresholds [54][55] Compliance and Enforcement - The decision-making system is binding on the company, its board, and management, ensuring adherence to laws and regulations [62][63] - The system takes effect upon approval by the shareholder meeting, with the board responsible for its interpretation [65][66]
双元科技: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-25 16:23
Core Viewpoint - The document outlines the decision-making system for related party transactions of Zhejiang Shuangyuan Technology Co., Ltd, ensuring fairness, transparency, and protection of the rights of non-related shareholders [1][2]. Group 1: Related Party Definition - Related parties include individuals or entities that can control or significantly influence the company, such as shareholders holding more than 5% of shares, directors, and senior management [2][3]. - The definition of related parties also extends to family members of the aforementioned individuals, including spouses and children [2][3]. Group 2: Related Transactions - Related transactions encompass various activities, including asset purchases or sales, investments, and agreements for the use of licenses [5][6]. - The company must ensure that related transactions adhere to principles of honesty, do not harm the interests of the company and non-related shareholders, and involve avoidance of voting by related parties [6][7]. Group 3: Decision-Making Procedures - The company must implement necessary avoidance measures when signing contracts with related parties, ensuring that related directors do not participate in voting [11][12]. - Related transactions exceeding certain thresholds require approval from independent directors and must be disclosed [11][12]. Group 4: Pricing of Related Transactions - Related transactions must be documented in written agreements that specify pricing policies, ensuring that prices are fair and based on market standards [14][15]. - If no comparable market prices exist, the company must provide a rationale for the pricing method used [15][16]. Group 5: Exemptions from Procedures - Certain transactions, such as cash subscriptions for public offerings or transactions with government-set prices, may be exempt from the usual approval and disclosure requirements [17][18]. - The company can also exempt transactions where related parties provide guarantees without the company offering counter-guarantees [18].
维力医疗: 《维力医疗关联交易决策制度》(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-15 16:35
General Principles - The purpose of the decision-making system for related transactions is to standardize related transactions of Guangzhou Weili Medical Equipment Co., Ltd., protect the legitimate rights and interests of the company, shareholders, and creditors, and ensure fairness in decision-making [1][2] - Related transactions refer to the transfer of resources or obligations between the company, its controlling subsidiaries, and related parties [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant influence or control over the company [1][2] - Legal entities that are considered related parties include those directly or indirectly controlling the company, those controlled by such entities, and those with significant shareholding [1][2] - Natural persons considered related parties include shareholders holding more than 5% of shares, directors, and senior management [2][3] Reporting and Approval Procedures - Directors and senior management must report related party lists and relationships to the board of directors in a timely manner [3][6] - Related transactions must be disclosed and approved by a majority of independent directors before being submitted to the board for review [7][10] - The board must ensure that related directors abstain from voting on related transactions [9][10] Decision-Making Authority - The company is prohibited from providing financial assistance to related parties, except under specific conditions [12][15] - Transactions involving amounts exceeding 30 million yuan or 0.5% of the company's net assets must be reviewed by the board [15][20] - The company must disclose audit or evaluation reports for transactions exceeding 30 million yuan [20][14] Exemptions from Approval - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the approval process [28][18] - Transactions with related parties that do not exceed specified thresholds may also be exempt from detailed scrutiny [28][18] Implementation and Amendments - The decision-making system will be implemented after approval by the shareholders' meeting, and previous related transaction decision-making systems will be automatically invalidated [31][18]
博通集成: 博通集成关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-08 16:23
General Principles - The purpose of the decision-making system for related transactions is to standardize the company's transaction and related transaction behaviors, enhance operational standards, and protect investors' rights [1] - The company must ensure the legality, necessity, reasonableness, and fairness of related transactions, maintaining independence and not using related transactions to manipulate financial indicators [2][3] - Related transactions must be documented in written contracts or agreements, adhering to principles of equality, voluntariness, and equivalence [4] Related Parties and Relationships - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [6][7] - A legal entity is considered a related party if it directly or indirectly controls the company or is controlled by a related natural person [6] - Natural persons are considered related if they hold more than 5% of the company's shares or are directors or senior management of the company [8] Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties [11] - The board of directors must ensure that related directors abstain from voting on related transaction matters, and decisions must be made by a majority of non-related directors [12][13] Decision-Making Procedures - The company is prohibited from providing financial assistance to related parties, except under specific conditions [14] - Related transactions must undergo a rigorous decision-making process, including board and shareholder approval, especially for significant transactions [15][16] Pricing of Related Transactions - Related transaction pricing must be fair and based on various principles, including government pricing, market prices, or reasonable cost plus profit [25][26] - If no comparable market prices exist, the company must disclose the pricing determination principles and justify the fairness of the pricing [27] Disclosure and Exemptions - Transactions exceeding certain thresholds must be disclosed and approved by independent directors and the board [28][29] - Certain transactions may be exempt from disclosure requirements, such as those that do not involve payment or obligations [31][32] Other Provisions - The decision-making records and resolutions related to transactions must be maintained for ten years [34] - The system becomes effective upon approval by the company's shareholders [39]
唯捷创芯: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-08 12:13
General Principles - The company aims to strengthen the management of related party transactions, ensuring fairness and protecting the interests of shareholders, especially minority investors [1][2] - Related party transactions must adhere to principles of honesty, legality, necessity, reasonableness, and fairness [1][2] Definition of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are family members of key stakeholders [2][3] - Transactions with related parties are defined as those involving the company or its subsidiaries [3][4] Approval Authority and Procedures - Transactions exceeding 300,000 yuan with related individuals or 1% of total assets or market value with related entities require approval from a majority of independent directors and subsequent board review [4][5] - Transactions involving guarantees must be approved by a two-thirds majority of non-related directors and submitted to the shareholders' meeting [5][6] Disclosure Requirements - The company must disclose related party transactions in annual and semi-annual reports, and any significant changes in transaction terms must be re-evaluated [7][8] - Related party transactions that meet disclosure standards must be approved by independent directors and disclosed promptly [7][8] Pricing of Related Party Transactions - Related party transactions must be conducted at fair prices, referencing government pricing, market prices, or cost-plus pricing methods [13][14] - If no comparable market prices exist, the company must disclose the pricing principles and methods used [15][16] Execution of Related Party Transactions - After approval, the company must sign written agreements for related party transactions, ensuring clarity and specificity in the contract terms [16][17] - Measures must be taken to prevent related parties from interfering with the company's operations or misappropriating resources [16][17] Audit and Oversight - Independent directors have the right to review financial transactions with related parties and report any irregularities to the board [17] - The board must hire an accounting firm to conduct annual audits of related party transactions [17]
中颖电子: 关联交易决策制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-05 16:32
中颖电子股份有限公司 关联交易决策制度 中颖电子股份有限公司 关联交易决策制度 第一章 总则 第一条 为保证中颖电子股份有限公司(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》《上市公司独 立董事管理办法》 《深圳证券交易所创业板股票上市规则》 (以下简称"《上市规则》")、 《企业会计准则第 36 号--关联方披露》等有关法律、法规、规范性文件及《中颖电子股 份有限公司章程》(以下简称"《公司章程》")的有关规定,制订本制度。 第二条 公司与关联方之间的关联交易行为除遵守有关法律、法规、规范性文件和 《公司章程》的规定外,还需遵守本制度的相关规定。 第二章 关联方和关联关系 第三条 公司关联方包括关联法人和关联自然人。 第四条 具有以下情形之一的法人,为公司的关联法人: (一)直接或间接地控制公司的法人或其他组织; (二)由前项所述主体直接或间接控制的除公司及其控股子公司以外的法人或其他组 织; (三)由本制度第五条所列公司的关联自然人直接或间接控制的,或担任董事(不含 同为 ...
科捷智能: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-15 14:12
Core Points - The company establishes a system to regulate related party transactions to ensure legality, fairness, and reasonableness, protecting the rights of shareholders and the company [1][2] - Related party transactions must be priced fairly, follow compliant decision-making procedures, and adhere to information disclosure standards [1][2] - The company’s subsidiaries and affiliates are subject to the same regulations regarding related party transactions [1] Related Party Transaction Decision-Making Procedures - The company defines related parties as both legal entities and natural persons, with specific criteria outlined in the company’s articles of association [2] - Directors, senior management, and significant shareholders must report related party relationships to the board for proper management [2][3] - Transactions that meet disclosure standards require approval from a majority of independent directors before being submitted to the board for review [2][3] Pricing of Related Party Transactions - Related party transaction pricing must be fair and can be based on government pricing, market prices from independent third parties, or reasonable cost-plus pricing methods [4][5] - If no comparable market prices exist, the company must disclose the pricing determination principles and justify the fairness of the pricing [4][5] Premium Purchases of Related Party Assets - For significant related party transactions where the purchase price exceeds 100% of the book value, the company must provide a network voting option for shareholders and disclose the reasons for the premium [6] - A profit forecast report must be provided for major related party transactions, audited by a qualified accounting firm [6] Internal Execution Department Functions - The finance center is responsible for managing related party transaction records and updating related party information [7] - The audit committee and internal control audit center oversee related party transactions and report any violations to the shareholders [7] Miscellaneous Provisions - The company’s board of directors is responsible for interpreting the established system, which becomes effective upon approval by the shareholders [8]
优优绿能: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-09 11:13
Core Viewpoint - The document outlines the decision-making system for related party transactions of Shenzhen Youyou Green Energy Co., Ltd, emphasizing the need for transparency, fairness, and compliance with legal regulations to protect shareholders' rights [1][2]. Group 1: General Principles - The company must not use related party transactions to transfer benefits or manipulate profits, and any violations leading to losses must be compensated [1]. - Related party transactions must be documented in written agreements that adhere to principles of equality, voluntariness, and fairness [1]. - Effective measures should be taken to prevent related parties from interfering with the company's operations through monopolistic practices [1]. Group 2: Definition of Related Party Transactions - Related party transactions include various activities such as asset purchases or sales, external investments, financial assistance, guarantees, and management of assets [2]. - Related parties can be both legal entities and natural persons, including those who control or have significant stakes in the company [3]. Group 3: Decision-Making Procedures - Transactions exceeding 300,000 yuan with related legal entities or 30,000 yuan with related natural persons require board approval [7]. - Transactions involving guarantees must be submitted to the board and then to the shareholders' meeting for approval, regardless of the amount [8]. - For transactions over 30 million yuan that exceed 5% of the company's latest audited net assets, an independent assessment is required [8]. Group 4: Disclosure and Reporting - Directors and senior management must disclose any related party relationships to the company [4]. - Any related party must report their relationship and the nature of the transaction to the board in writing [6]. Group 5: Exemptions and Special Cases - Certain transactions, such as public tenders or those providing unilateral benefits to the company, may be exempt from the usual approval processes [10][11]. - Daily operational transactions may follow simplified procedures if they meet specific criteria [9].