关联交易

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超卓航科: 《关联交易管理制度》(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:46
Core Points - The article outlines the management system for related party transactions of Hubei Chaozhuo Aviation Technology Co., Ltd, emphasizing fairness, justice, and transparency in transactions to protect the interests of the company and all shareholders [1][2][3] Group 1: General Principles - Related party transactions must be legal, necessary, reasonable, and fair, ensuring the company's independence and not manipulating financial indicators [3][4] - The company should avoid or minimize related party transactions and adhere to principles of fairness, justice, and public disclosure when determining transaction prices [3][4] - Independent directors must approve related party transactions that meet disclosure standards before submission to the board for review [10][11] Group 2: Definition and Scope of Related Parties - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to key management personnel [4][5] - Transactions that may lead to resource or obligation transfers are classified as related party transactions, including asset purchases, investments, and financial support [6][7] Group 3: Decision-Making and Approval Process - Related party transactions exceeding 30 million yuan or 1% of the company's total assets must be approved by the shareholders' meeting [13][14] - The board of directors must ensure that related directors abstain from voting on related party transactions [7][8] - The company must maintain written agreements for related party transactions, specifying key terms such as pricing and payment methods [21][22] Group 4: Financial Assistance and Guarantees - The company is prohibited from providing loans to directors and senior management without shareholder approval [16][17] - Any guarantees provided to related parties must be justified by reasonable business logic and disclosed promptly [19][20] Group 5: Monitoring and Compliance - The independent directors and audit committee are responsible for monitoring transactions with related parties to prevent fund misappropriation [14][15] - The company must take protective measures if it suffers losses due to related party transactions and hold responsible parties accountable [24][25]
永安行: 永安行:关于2025年度日常关联交易预计的公告
Zheng Quan Zhi Xing· 2025-06-30 16:45
证券代码:603776 证券简称:永安行 公告编号:2025-082 | 本年年初至披 | | | | | | | | | | 本次预计金额 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 占同类 | | | | | | | | 上年实 | 占同类 | | | | 2025 | | 关联交易 | | 年预 | | | 露日与关联人 | | | | 与上年实际发 | | 关联人名称 业务比 | | | | | | | | | 际发生 | 业务比 | | | 类别 计金额 | | | | | | | 累计已发生的 | | | | 生金额差异较 | | 例 | | | | | | | | 金额 | 例 | | | | 交易金额 | | | | | | | | | | 大的原因 | | | 向关联人 上海钧川供 不 超 过 | | | | | | | | | | | | | 销 售 应链科技有 12,000 万 40.41% | 产 | | | | | | 814.23 | 万元 | 0 | 0% | 不适 ...
鲁信创投: 鲁信创投十二届一次董事会决议公告
Zheng Quan Zhi Xing· 2025-06-30 16:44
Group 1 - The company held its 12th Board of Directors' first meeting on June 30, 2025, where several key resolutions were passed [1] - Wang Xudong was elected as the Chairman of the Board, with a term consistent with the current Board's term [1] - The Board approved the election of various committee members, including independent directors [2][3] - Ge Xiaohong was appointed as the General Manager, with a term aligned with the current Board's term [3] - The company appointed several executives, including Yu Hui, Qiu Fang, and Li Xue as Vice General Managers, and Duan Xiaoxu as Chief Financial Officer [4][5] - Han Jun was appointed as the Board Secretary, and He Yanan as the Securities Affairs Representative, both with terms consistent with the current Board's term [4] Group 2 - The company approved a related party transaction involving its wholly-owned subsidiary Sichuan Luxin Investment Co., Ltd., acquiring a total of 2% equity in Chengdu Hongke Electronics Technology Co., Ltd. at approximately 31.02 yuan per share, totaling 24 million yuan [4][5] - The transaction was approved with 8 votes in favor, with the related director abstaining from the vote [5]
金健米业: 金健米业关于子公司新增日常关联交易的公告
Zheng Quan Zhi Xing· 2025-06-30 16:34
Core Viewpoint - The company plans to engage in new daily related transactions with its subsidiary, involving sales of products and goods to Hunan Xinglong Agricultural Development Co., Ltd., with an estimated amount not exceeding RMB 7.5 million (excluding tax) before December 31, 2025 [1][7]. Summary by Sections Daily Related Transactions Basic Information - The board of directors approved the proposal for new daily related transactions, with the relevant directors abstaining from voting. The independent directors also supported the transaction [1][7]. - The transaction does not affect the independence of the company and its subsidiaries, and the company's main business or income does not rely on these transactions [1][8]. Related Party Introduction and Relationship - Hunan Agricultural Development Investment Group Co., Ltd. is the indirect controlling shareholder of the company, while Hunan Xinglong Agricultural Development Co., Ltd. is a subsidiary under this group [6][7]. Main Content and Pricing Principles of the Transactions - The subsidiary plans to sell products and goods to Hunan Xinglong Agricultural Development Co., Ltd. with a total estimated amount not exceeding RMB 7.5 million (excluding tax) before December 31, 2025 [7][8]. - The pricing will follow fair, just, open, and reasonable principles, adhering to national pricing where applicable, or market prices otherwise [7][8]. Purpose of the Related Transactions and Impact on the Company - The new daily related transactions aim to leverage the synergy with related parties, expanding the sales channels for the company's grain and oil products, thereby enhancing brand influence and market sales [8]. - The expected transactions will be executed based on market principles and will not harm the interests of the company or its shareholders, particularly minority shareholders [8].
金开新能: 金开新能源股份有限公司关联交易管理制度
Zheng Quan Zhi Xing· 2025-06-30 16:33
金开新能源股份有限公司 关联交易管理制度 第一章 总 则 第一条 为保证金开新能源股份有限公司(以下简称"公司") 与关联方之间发生的关联交易符合公平、公正、公开的原则,确保公 司关联交易行为不损害公司和股东的利益,根据《中华人民共和国公 司法》(以下简称" 《公司法》" )、《中华人民共和国证券法》(以下简 称"《证券法》")、《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 5 号—— 交易与关联交易》及其他有关法律、法规和规范性文件及《金开新能 源股份有限公司章程》 (以下简称" 《公司章程》")的规定,特制定 本制度。 第二条 公司与公司的控股子公司之间发生的交易不适用本制 度。公司控股子公司与公司关联法人、关联自然人发生关联交易的, 视同公司发生关联交易,适用本制度。各控股子公司应按照公司重大 信息内部报告及信息披露管理有关规定严格执行。 第三条 公司的关联交易应当遵循以下基本原则: (一)平等、自愿、等价、有偿的原则; (二)公平、公正、公开的原则; (三)关联方如在股东会上享有表决权,除特殊情形外,均应对 关联交易事项回避表决; (四)与关联 ...
金健米业: 金健米业第九届董事会第四十次会议决议公告
Zheng Quan Zhi Xing· 2025-06-30 16:28
Group 1 - The board of directors of Jin Jian Rice Industry Co., Ltd. held its 40th meeting on June 27, 2025, to discuss several key proposals [1][2] - The board approved the proposal to amend the company's articles of association and abolish the supervisory board, transferring its powers to the audit committee of the board [1][2] - The proposal to supplement an independent director, Mr. Wu Jinghua, was also approved, pending approval from the upcoming shareholders' meeting [2][3] Group 2 - The board reviewed and approved a proposal for new daily related transactions with a subsidiary of the company's indirect controlling shareholder, with an estimated value not exceeding RMB 7.5 million (excluding tax) [3][4] - The board also approved the adjustment of the transaction entity for certain daily related transactions due to business adjustments by a related party, maintaining the expected transaction amount unchanged [4][5] - A decision was made to hold the company's second extraordinary shareholders' meeting on July 17, 2025 [5] Group 3 - Mr. Wu Jinghua, the independent director candidate, has a Ph.D. in financial management and relevant qualifications, with no conflicts of interest with the company [6]
惠达卫浴: 关联交易管理制度(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-30 16:25
Core Viewpoint - The article outlines the related party transaction management system of Huida Sanitary Ware Co., Ltd, emphasizing the importance of fairness, compliance, and transparency in related party transactions to protect the interests of the company and its non-related shareholders [1][2]. Summary by Sections General Principles - The company establishes this system to ensure the fairness and reasonableness of related party transactions, in accordance with relevant laws and regulations [1]. - Related party transactions must be priced fairly, follow compliant decision-making procedures, and adhere to information disclosure norms [1][2]. Confirmation of Related Parties and Transactions - Related parties include both legal entities and natural persons that have control or significant influence over the company [8][9]. - The definition of related parties includes those holding more than 5% of the company's shares and individuals in key management positions [10][11]. Reporting and Disclosure Procedures - Transactions exceeding 300,000 yuan with related natural persons or 3 million yuan with related legal entities must be disclosed promptly [15][16]. - Major transactions over 30 million yuan, constituting more than 5% of the company's net assets, require board and shareholder approval [17][18]. Pricing of Related Party Transactions - Related party transactions must be documented in written agreements, with pricing determined based on fair market standards [28][29]. - Various pricing methods are outlined, including cost-plus, resale price, and comparable uncontrolled price methods [30][31]. Disclosure Requirements - The company must disclose related party transactions in interim and annual reports, detailing the nature of the transactions and their impact on the company [33][34]. - Specific disclosures include transaction summaries, related party introductions, and the evaluation of transaction pricing [35][36]. Special Provisions for Daily Transactions - For daily related party transactions, the company can estimate annual transaction amounts and must disclose actual performance against these estimates [39][40]. - Agreements exceeding three years require re-evaluation and disclosure every three years [41]. Exemptions from Approval - Certain transactions, such as those providing financial assistance at market rates without collateral, may be exempt from standard approval processes [42][43]. - The company can apply for exemptions for transactions involving state secrets or commercial confidentiality [46][47].
金字火腿: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-06-30 16:24
General Principles - The company establishes a system to ensure that related party transactions are conducted fairly, justly, and transparently, protecting the interests of the company and all shareholders [1] - Related party transactions include the transfer of resources or obligations between the company and its controlling subsidiaries and related parties [1] Related Parties and Transactions - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those controlling 5% or more of the company's shares [1][3] - The types of related party transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and various other agreements that may transfer resources or obligations [2] Decision-Making Procedures - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [4][8] - Transactions over 30,000 RMB with natural persons or 3,000,000 RMB with legal entities that exceed 0.5% of the company's latest audited net assets must be approved by a majority of independent directors [4] Disclosure and Approval Requirements - Transactions exceeding 30,000,000 RMB and 5% of the company's latest audited net assets require independent evaluation and disclosure of the audit or assessment report [4] - Related directors must abstain from voting on transactions, and a majority of non-related directors must be present for the meeting to proceed [5][6] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions for affiliated companies under certain conditions [7] - Guarantees provided to related parties must be approved by a majority of non-related directors and submitted for shareholder approval [7] Daily Related Transactions - For frequent daily transactions, the company can estimate annual amounts and must disclose any amounts exceeding these estimates [10][23] - The company must disclose the nature of related transactions, including parties involved, transaction details, and pricing basis [25] Exemptions from Obligations - Certain transactions, such as cash subscriptions for public offerings or transactions under equal conditions with non-related parties, may be exempt from some obligations [11]
腾亚精工: 股票交易异常波动公告
Zheng Quan Zhi Xing· 2025-06-30 16:24
Group 1 - The company's stock experienced abnormal trading fluctuations, with a cumulative price increase deviation of 30% over three consecutive trading days from June 26 to June 30, 2025 [1] - The board of directors conducted inquiries to verify the situation regarding the stock price fluctuations and confirmed the existence of undisclosed significant information related to the increase in expected daily related transactions for 2025 [1][2] - The company announced an increase in expected daily related transaction amounts, with a total of 46 million yuan for sales to Anhui Tengya Robot Co., Ltd. and 5 million yuan for sales to Nanjing Tengya Electromechanical Equipment Sales Co., Ltd. [2] Group 2 - The total expected related transaction amount with Anhui Robot will not exceed 60 million yuan, and with Tengya Electromechanical, it will not exceed 20 million yuan [2] - The expected amounts for these related transactions are based on the intentions of overseas customers, and the actual amounts may vary due to the changing international trade environment [2] - The board confirmed that there are no undisclosed significant matters related to the company that should be disclosed according to the Shenzhen Stock Exchange rules [2]
长白山: 长白山旅游股份有限公司2025年第二次临时股东会材料
Zheng Quan Zhi Xing· 2025-06-30 16:12
长白山旅游股份有限公司 2025 年第二次临时股东会材料 长白山旅游股份有限公司 会议资料 中国·吉林 二〇二五年六月 长白山旅游股份有限公 司 2025 年第 二次临时股东会材料 议案一:关于公司与控股股东的参股公司签订人力资源服务劳务外包协议暨关联 长白山旅游股份有限公司 2025 年第二次临时股东会材料 召集人:董事会 主持人:王 昆 召开方式:本次股东会所采用现场投票和网络投票相结 合的方式。采用上海证券交易所网络投票系统,通过交易系 统投票平台的投票时间为股东会召开当日的交易时间段,即 台的投票时间为股东会召开当日的 9:15-15:00。 会议议程 一、主持人宣布大会开始 二、宣布现场参会股东和股东代表人数及所代表股份数 三、介绍公司董事、监事、高级管理人员、见证律师及 一、长白山旅游股份有限公司 2025 年第二 次临时股东会议程 时 间:2025 年 7 月 9 日 14 点 地 点:长白山旅游股份有限公司三楼会议室 其他人士的出席情况 四、推选计票人和监票人,宣读议案审议及表决办法 五、宣读和审议议案 劳务外包协议暨关联交易的议案 长白山旅游股份有限公司 2025 年第二次临时股东会材料 六 ...