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苏能股份: 江苏徐矿能源股份有限公司关于增加2025年度关联交易预计的公告
Zheng Quan Zhi Xing· 2025-07-24 16:21
Core Viewpoint - The announcement details the increase in the expected amount of related party transactions for Jiangsu Xukang Energy Co., Ltd. in 2025, emphasizing that these transactions are necessary for the company's operations and adhere to fair market principles, ensuring no harm to the interests of shareholders, especially minority shareholders [1][2]. Summary of Related Transactions - The board of directors approved the increase in the procurement and transportation service transaction limit, with all non-related directors voting in favor [1]. - The independent directors confirmed that the increase in related party transaction limits is necessary for normal business operations and does not affect the company's independence [2]. Expected Amount and Categories of Related Transactions - The expected amount for the increased related party transactions is not specified in the announcement, but it is noted that the company cannot currently estimate the total scale for 2025 [3]. - The transactions are aimed at meeting customer service needs and enhancing economic efficiency through procurement from related parties [3][4]. Main Related Parties and Relationships - Xuzhou Mining Group Co., Ltd. is a key related party, fully owned by the Jiangsu Provincial Government, with a registered capital of 8 billion yuan, involved in various sectors including coal, electricity, and transportation [4]. - Shaanxi Baolin Railway Co., Ltd. is another related party, with a registered capital of approximately 1.136 billion yuan, primarily engaged in freight transportation [4]. Main Content and Pricing Policy of Related Transactions - The related transactions are considered normal business activities, with pricing based on government regulations or market rates, ensuring no detriment to the company or its shareholders [6]. - The company will sign specific contracts or agreements within the approved transaction limits based on business developments [6]. Purpose of Increasing Related Transactions and Impact on the Company - The increase in related transactions is intended to treat these transactions equally with other business dealings, adhering to fair market principles [6]. - The company asserts that these transactions will not adversely affect its financial status or operational results in the current or future periods [6].
福事特: 国金证券股份有限公司关于江西福事特液压股份有限公司全资子公司收购子公司少数股权暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-07-24 16:20
根据《证券发行上市保荐业务管理办法》 《深圳证券交易所创业板股票上市规则》 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》 《深圳证券交易所上市公司自律监管指引第 13 号——保荐业务》等法律、法规 和规范性文件的要求,对公司全资子公司收购子公司少数股权暨关联交易的情况 进行了审慎核查,并发表如下核查意见。 一、关联交易概述 国金证券股份有限公司 关于江西福事特液压股份有限公司 全资子公司收购子公司少数股权暨关联交易的核查意见 国金证券股份有限公司(以下简称"本保荐机构" "国金证券")作为江西福 事特液压股份有限公司(以下简称"福事特" "公司")持续督导工作的保荐机构, 统一社会信用代码:91430124MA4PNEM434 经营范围:液压和气压动力机械及元件制造;机械技术开发服务;货物或技 术进出口(国家禁止或涉及行政审批的货物和技术进出口除外);液压动力机械 及元件销售;普通货物运输。(依法须经批准的项目,经相关部门批准后方可开 展经营活动) | | | | | | 单位:万元 | | | | | | --- | --- | --- | --- | --- | --- | ...
粤高速A: 关联交易公告
Zheng Quan Zhi Xing· 2025-07-24 16:10
Group 1 - The company approved a loan agreement to borrow up to 46.17 million yuan from Ganzhou Gankang Expressway Co., Ltd, with a loan interest rate of 2.6% and a repayment period of one year [1][2] - The loan amount consists of a principal of up to 45 million yuan and estimated interest of up to 1.17 million yuan, representing 0.44% of the company's equity attributable to shareholders as of the end of 2024, which is 10.468 billion yuan [2][3] - The independent directors reviewed the loan proposal and concluded that it does not harm the company's legal rights, particularly those of minority shareholders, and supports the company's cash flow management [3][4] Group 2 - The borrowing purpose is to supplement working capital and improve the efficiency of fund utilization [3] - The related party, Ganzhou Gankang Expressway Co., Ltd, is a state-controlled enterprise with a registered capital of approximately 604.6 million yuan [2][3] - The total amount of related party transactions, including this loan, is 46.17 million yuan [3]
乔路铭冲刺北交所上市前 曾因关联交易“吃”警示函
Mei Ri Jing Ji Xin Wen· 2025-07-24 14:34
Core Viewpoint - Qiaoluming Technology Co., Ltd. is preparing for an IPO on the Beijing Stock Exchange, but faces regulatory scrutiny due to past compliance issues related to related-party transactions [1][5][7] Company Background - Qiaoluming is primarily engaged in the research, production, and sales of automotive interior and exterior parts, with major products including automotive interior components, exterior components, and supporting molds [1][3] - The company is controlled by Huang Shengquan, who has a significant background in the automotive parts industry through his family's involvement in Mingbo Co., Ltd. [2][3] Financial Performance - Qiaoluming has shown strong growth, with revenues projected to increase from 1.561 billion yuan in 2022 to 3.375 billion yuan in 2024, and net profits expected to rise from 154 million yuan to 417 million yuan over the same period [3][6] - The company reported a high asset-liability ratio of 72.46%, 67.60%, and 61.30% for the years 2022 to 2024, significantly above the industry average [6][7] Regulatory Issues - The Zhejiang Securities Regulatory Bureau issued a warning letter to Qiaoluming for failing to timely disclose related-party transactions totaling 100.334 million yuan and 247 million yuan [5][6] - Qiaoluming has faced previous regulatory scrutiny regarding abnormal funding practices, including loans and fund transfers involving related parties [5][6] Market Position - Qiaoluming's main clients include major automotive manufacturers such as BYD and Geely, with BYD accounting for 47.69% and 54.89% of Qiaoluming's revenue in 2023 and 2024, respectively [3][6] - Despite claims of independence from Mingbo Co., Ltd., there are concerns about overlapping customer bases and potential dependencies [2][3]
津投城开:拟718.54万元购买关联方房产
news flash· 2025-07-24 10:31
津投城开(600322)公告,公司计划通过天津产权交易中心公开挂牌竞价方式购买天科数创名下碧岭园 C15别墅房产,预计交易金额为718.54万元。此举旨在提高资产经营水平,完善资产经营管理业务。本 次交易构成关联交易,不构成重大资产重组,已获董事会审议通过,关联董事回避表决。本次交易尚需 履行天津产权交易中心的相应程序,能否成功存在不确定性。过去12个月,公司与控股股东津投资本发 生的关联交易共3笔,累计交易金额为15.03亿元,占公司最近一期经审计净资产的8886.87%(不含本次 交易)。 ...
建研设计:拟与金安物业续签三年服务合同 服务费用总计404.88万元
news flash· 2025-07-24 10:15
Core Viewpoint - The company plans to sign a property management service contract with Jin'an Property for a total service fee of 4.0488 million yuan over a three-year period, which constitutes a related party transaction due to Jin'an Property being controlled by the company's major shareholder [1] Group 1 - The company intends to renew the property management service contract with Jin'an Property for another three years [1] - The total service fee for the contract is set at 4.0488 million yuan [1] - Jin'an Property is controlled by Anhui State-owned Capital Operation Holding Group Co., Ltd., the company's major shareholder, making this a related party transaction [1]
平安电工: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-23 16:23
第二章 关联方和关联关系 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 具有下列情形之一的法人或者其他组织,为公司的关联法 人(或者其他组织): 湖北平安电工科技股份公司 关联交易管理制度 湖北平安电工科技股份公司 第一章 总则 第一条 为保证湖北平安电工科技股份公司(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全体股东的合法权益,根据《中华人民共和国 公司法》《中华人民共和国证券法》《深圳证券交易所股票上市规则》 《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》 等有关法律、法规、规范性文件及《湖北平安电工科技股份公司章程》 (以下简称《公司章程》)的有关规定,制定本制度。 第二条 公司与关联人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,还需遵守本制度的有关规定。 (一)直接或者间接地控制公司的法人(或者其他组织); (二)由前项所述法人(或者其他组织)直接或者间接控制的除公 司及控股子公司以外的法人(或者其他组织); 湖北平安电工科技股份公司 关联交易管理制度 (三) ...
江苏雷利: 关联交易决策制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-23 16:14
Core Points - The article outlines the related party transaction decision-making system of Jiangsu Leili Electric Motor Co., Ltd, emphasizing fairness, transparency, and compliance with regulatory requirements [2][3][4] Group 1: General Principles - The system aims to ensure the fairness of related party transactions and protect the interests of the company and all shareholders [2] - Related party transactions include various types of activities such as asset purchases, external investments, and financial assistance [3][4] Group 2: Pricing Principles - Related party transactions should follow pricing principles including national pricing, market pricing, and negotiated pricing [4][6] - If no national or market pricing exists, the price should be determined based on cost plus reasonable profit [6] Group 3: Decision-Making Procedures - Transactions below RMB 300,000 with natural persons or RMB 3 million with legal persons can be approved by the general manager [7] - Transactions exceeding RMB 1 million and 5% of the latest audited net assets must be disclosed and submitted for shareholder approval [7][10] Group 4: Disclosure Obligations - The company must disclose related party transactions in accordance with the rules set forth by the Shenzhen Stock Exchange and other regulatory bodies [11][22] - Daily related party transactions should be estimated annually and disclosed in the annual and semi-annual reports [9][15] Group 5: Internal Control - The company is required to establish a robust internal control system for related party transactions, ensuring no harm to the company or shareholders [25][26] - Transactions must be documented in written agreements that clearly outline the rights and obligations of both parties [30][15]
长鸿高科收购背后:实控人陶春风左手倒右手资本游戏?上市后业绩变脸有无财务猫腻
Xin Lang Zheng Quan· 2025-07-23 09:10
Core Viewpoint - The acquisition by Changhong High-Tech involves assets controlled by the actual controller, Tao Chunfeng, raising questions about whether this constitutes a capital game of "left hand to right hand" [1][2]. Group 1: Acquisition Details - Changhong High-Tech announced plans to acquire 100% of Guangxi Changke New Materials Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payments [1]. - The stock of Changhong High-Tech resumed trading on July 21, 2025, but did not experience a significant price increase, indicating potential investor skepticism [1]. - Guangxi Changke specializes in the research, production, and sales of specialty synthetic resin polymer materials, including various high-performance resin products [1]. Group 2: Financial Performance and Concerns - The acquisition target, Guangxi Changke, has a high debt ratio, with figures of 70%, 72%, and 74% for 2023, 2024, and the first half of 2025 respectively, indicating a rising trend [2]. - Guangxi Changke reported losses in 2023 and 2024, with a net profit of less than 40 million yuan in the first half of 2025, reflecting a net profit margin of under 5% [2]. - Changhong High-Tech's financial performance has been under pressure, with a projected net profit for the first half of 2025 expected to decrease by 93.79% to 95.86% year-on-year [6]. Group 3: Revenue and Client Relationships - The company experienced significant revenue fluctuations post-IPO, with reported revenues of approximately 1.733 billion yuan, 2.372 billion yuan, 1.416 billion yuan, and 3.634 billion yuan from 2021 to 2024 [10]. - A major customer, Ningbo Ruilin Shengxiang Trading Co., Ltd., which contributed significantly to revenue, was deregistered in January 2023, raising concerns about the company's client base [13]. - The introduction of low-margin trading business in 2021 led to increased revenue but decreased profitability, with a notable 33.61% revenue increase accompanied by a 38.67% drop in net profit [15]. Group 4: Related Party Transactions and Regulatory Scrutiny - The acquisition is classified as a related party transaction, as the actual controller, Tao Chunfeng, holds significant stakes in both Changhong High-Tech and Guangxi Changke [2]. - There are concerns regarding the authenticity of financial statements, as the company has faced regulatory scrutiny for information disclosure violations [20][21]. - The relationship between Changhong High-Tech and its distributors raises questions about potential conflicts of interest and the integrity of reported financial performance [19].
节能铁汉: 第五届董事会第二十六次会议决议公告
Zheng Quan Zhi Xing· 2025-07-23 08:13
Group 1 - The company has approved a proposal to borrow up to RMB 2.977 billion from its controlling shareholder, China Energy Conservation and Environmental Protection Group, to meet its operational and business development funding needs [2][3] - The loan has a validity period of one year and an interest rate not exceeding the current Loan Prime Rate (LPR) set by the People's Bank of China, which is currently 3.0% [2] - The board meeting was attended by all nine directors, and the proposal was passed with three votes in favor, zero against, and six abstentions due to conflicts of interest [2] Group 2 - The company has scheduled its second extraordinary general meeting of 2025 for August 8, 2025, at 15:00 in its office building [3] - The proposal to hold the extraordinary general meeting was unanimously approved with nine votes in favor [3]