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朗科科技: 关联交易管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 16:26
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]
中欣氟材: 关联交易决策制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 13:13
Group 1 - The article outlines the decision-making system for related party transactions of Zhejiang Zhongxin Fluorine Material Co., Ltd, aiming to standardize management and protect the interests of shareholders, especially minority investors [1][2] - Related parties include both legal entities and natural persons who have significant control or influence over the company, such as those holding more than 5% of shares or serving as directors and senior management [2][3] - The company must report related party relationships to the Shenzhen Stock Exchange in a timely manner, ensuring transparency in financial and operational decisions [2][3] Group 2 - Related party transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, financial support, and management services [9][10] - The company must adhere to principles of honesty, equality, and fairness in related party transactions, ensuring that related parties abstain from voting on matters where they have a conflict of interest [10][11] - Transactions exceeding certain thresholds, such as 30 million yuan or 5% of the company's net assets, require disclosure and approval from the shareholders' meeting [18][19] Group 3 - The pricing of related party transactions must be fair and based on government pricing, market prices, or reasonable cost-plus methods, ensuring that the company does not suffer from unfair pricing practices [14][15] - The company is required to sign written agreements for related party transactions, clearly stating pricing policies and any significant changes must undergo the necessary approval processes [13][14] - Independent directors must approve related party transactions, and the board must ensure that the transactions are necessary and fair, focusing on the pricing policies and their implications for the company [32][33] Group 4 - The company must disclose related party transactions and their terms, including pricing and payment methods, to maintain transparency and accountability [25][26] - In cases of significant changes in related party relationships, the company is exempt from certain approval processes for ongoing agreements but must disclose these changes [28][29] - The audit committee has the authority to supervise related party transactions, ensuring compliance with regulations and fair pricing practices [38][39]
欧科亿: 关联交易管理办法(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:12
General Principles - The company establishes a management approach for related party transactions to ensure fairness, justice, and transparency, protecting the rights of the company and non-related shareholders [1] - Related party transactions must comply with relevant laws, regulations, and the company's articles of association [1] 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 company directors and senior management [2] - Close family members of the aforementioned individuals are also considered related parties [2] Related Transactions - Related transactions encompass various activities such as asset purchases or sales, external investments, project transfers, licensing agreements, guarantees, and asset leasing [3] - The company must ensure that related transactions adhere to principles of honesty, do not harm the interests of non-related shareholders, and are conducted at fair market prices [3] Approval Process for Related Transactions - Related transactions require necessary avoidance measures during contract signing, ensuring that related parties do not interfere with decision-making [4] - The board of directors must have a majority of non-related directors present to approve related transactions [5] Financial Thresholds for Approval - Transactions exceeding 300,000 yuan with related individuals or 0.1% of the company's total assets or market value with related entities require board approval [6] - Transactions over 3,000,000 yuan or 1% of total assets or market value must be accompanied by an evaluation report and submitted for shareholder approval [6] Disclosure Requirements - The company must disclose related transactions in annual and semi-annual reports, and any agreements exceeding three years must undergo re-evaluation every three years [7] - Daily related transactions can be estimated annually, and any excess must be disclosed and re-evaluated [7] Other Provisions - The company must maintain records of related transaction decisions for ten years [10] - The management approach will take effect upon approval by the company's shareholders [10]
汉邦科技: 汉邦科技:关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:24
Core Viewpoint - The document outlines the management system for related party transactions of Jiangsu Hanbang Technology Co., Ltd, aiming to standardize such transactions, protect the rights of the company, shareholders, and creditors, and ensure fairness in decision-making [1][2]. Group 1: General Principles - The system is established in accordance with relevant laws, regulations, and the company's articles of association [1]. - Related party transactions must comply with legal regulations and the company's internal rules, ensuring fair pricing and proper decision-making procedures [1][2]. - Basic principles include honesty, protection of non-related shareholders' rights, and avoidance of conflicts of interest during voting [1][2]. Group 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][4]. - Transactions with related parties are defined as those that may lead to resource or obligation transfers, excluding routine operational transactions [4][5]. Group 3: Decision-Making Authority - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [9][10]. - Specific thresholds include transactions over 300,000 yuan with individuals or over 30 million yuan with entities, which also require shareholder meeting approval [10][11]. Group 4: Disclosure Requirements - The company must disclose related party transactions that meet specific criteria, including transaction amounts and the nature of the relationship [31][32]. - Disclosure must include transaction summaries, approval processes, and any potential impacts on the company's financial status [33]. Group 5: Reporting and Compliance - Company directors and senior management must report related party relationships and transactions to the board [34][36]. - The audit committee is responsible for overseeing the fairness of related party transactions and ensuring compliance with disclosure requirements [26][27].
东利机械: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:12
Core Points - The document outlines the management system for related party transactions of Baoding Dongli Machinery Manufacturing Co., Ltd, emphasizing the need for fairness, transparency, and protection of the rights of shareholders and creditors [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of honesty, fairness, and transparency, ensuring no harm to the company or non-related shareholders [1][2] - Related party transactions include various activities such as asset purchases, external investments, financial assistance, guarantees, leasing, and management contracts [1][2][3] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant control or ownership stake in the company, specifically those holding more than 5% of shares [2][3] - The document specifies criteria for identifying related legal entities and natural persons, including board members and their close family members [3][4] Group 3: Basic Principles of Related Transactions - Related transactions should follow principles of openness, fairness, and justice, with appropriate decision-making and disclosure obligations [8][9] - Pricing for related transactions must be fair, referencing government pricing, market prices, or reasonable costs plus profit [9][10] Group 4: Review and Disclosure of Related Transactions - Company personnel must carefully assess whether a transaction constitutes a related party transaction and fulfill reporting obligations if it does [11][12] - Transactions exceeding certain monetary thresholds require approval from independent directors and must be disclosed [14][15] Group 5: Approval Procedures - Transactions with related parties that exceed specified amounts must be approved by the board and disclosed, with related directors abstaining from voting [15][16] - The document outlines specific thresholds for transactions requiring shareholder approval, including those exceeding 30,000 RMB for individuals and 3,000,000 RMB for legal entities [15][16] Group 6: Responsibilities and Accountability - The document emphasizes the responsibility of departments to ensure the safety of transaction funds and prohibits unfair transactions that could harm the company [33][34] - The company reserves the right to freeze shares of major shareholders who misappropriate company funds until restitution is made [34][35] Group 7: Miscellaneous Provisions - The management system will be effective upon approval by the company's shareholders and will be interpreted by the board [36][39] - The document specifies that terms like "above," "below," and "not exceeding" include the stated numbers, while "less than" and "more than" do not [37][38]
赛微电子: 关联交易管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 13:11
Core Viewpoint - The document outlines the management system for related party transactions of Beijing Saiwei Electronics Co., Ltd, emphasizing fairness, transparency, and compliance with regulations to protect the interests of the company and its shareholders [1][2]. Group 1: General Principles - The company aims to ensure the fairness of related party transactions and comply with legal and regulatory requirements [1]. - Related party transactions should be minimized, and pricing should adhere to the principles of fairness, justice, and market comparability [2][3]. - Independent financial advisors may be engaged when necessary to provide opinions on related transactions [2]. Group 2: Related Parties and Relationships - Related parties include both legal entities and natural persons that have specific relationships with the company, which may lead to biased interests [3][4]. - Directors, senior management, and significant shareholders must disclose their related party relationships to the company [4][5]. Group 3: Related Transactions - Related transactions encompass various activities such as asset purchases, financial assistance, and management contracts [6][8]. - Transactions exceeding certain thresholds require board and shareholder approval, with specific limits set for different types of transactions [10][11]. Group 4: Management Procedures - Related directors must abstain from voting on transactions where they have a conflict of interest, ensuring decisions are made by non-related directors [8][9]. - The company must conduct thorough assessments of the necessity, fairness, and impact of related transactions before approval [19][20]. Group 5: Disclosure Requirements - The company is responsible for disclosing related transactions, including details about the transaction, pricing policies, and the impact on financial performance [16][17]. - Specific documentation must be submitted to the Shenzhen Stock Exchange, including agreements, board resolutions, and independent opinions [16][17]. Group 6: Special Provisions - Certain transactions may be exempt from standard approval processes if they meet specific criteria, such as cash subscriptions for securities [18][19]. - The company must reassess and disclose related party agreements that exceed three years in duration [24].
华之杰: 关联交易管理办法
Zheng Quan Zhi Xing· 2025-07-16 11:20
Core Points - The document outlines the management measures for related party transactions of Suzhou Huazhi Jie Telecommunications Co., Ltd, aiming to protect shareholders' rights and ensure fairness in transactions [1] - The company must adhere to principles of honesty, equality, voluntary participation, fairness, and transparency in related party transactions [1][2] - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3] Group 1: Related Party Definition - Related parties include legal entities that directly or indirectly control the company or are controlled by the company's major shareholders [2][3] - Natural persons who hold more than 5% of the company's shares or are directors and senior management are also considered related parties [2][3] Group 2: Transaction Management - The company must maintain an updated list of related parties and ensure that transactions are conducted with due diligence [3][4] - Related party transactions must be documented in written agreements that specify the rights and obligations of both parties [8][9] Group 3: Approval and Disclosure - Related party transactions exceeding certain thresholds must be disclosed and approved by the board and shareholders [9][10] - Transactions with related parties must be reviewed by non-related directors, and related directors must abstain from voting [15][16] Group 4: Financial Assistance Restrictions - The company is prohibited from providing financial assistance to related parties, except under specific conditions where other shareholders provide proportional support [10][11] - Any financial support to related parties must be approved by a majority of non-related directors and disclosed to shareholders [10][11] Group 5: Legal Responsibilities - The board is responsible for taking corrective actions if related party transactions are found to harm the company or its shareholders [31][32] - Directors and senior management may face penalties or removal from their positions if they violate the related party transaction management measures [32][33]
迅捷兴: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
Core Viewpoint - The company establishes a comprehensive system for managing related party transactions to protect the interests of shareholders, especially minority investors, ensuring fairness and transparency in transactions [1][2][3]. Group 1: Principles of Related Party Transactions - The company aims to minimize related party transactions and ensure that pricing is fair, just, and based on market standards [1][2]. - Related directors and shareholders must abstain from voting on related transactions [1][2]. - Independent financial advisors may be engaged to provide opinions on significant related transactions [1][2]. 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 such individuals [2][3]. - The company must be informed of any related party relationships by its directors and senior management [3]. Group 3: Pricing and Management of Related Transactions - Related transactions should follow a pricing hierarchy: state pricing, market pricing, cost-plus pricing, and negotiated pricing [4][5]. - The finance department is responsible for tracking market price changes and cost variations related to transactions [5]. Group 4: Decision-Making Authority and Procedures - Significant related transactions require approval from a majority of independent directors before being submitted to the board [6][7]. - Transactions exceeding certain thresholds must be audited or evaluated by qualified securities service institutions [6][7]. Group 5: Disclosure Requirements - Written agreements must be established for related transactions, and significant transactions must be disclosed promptly [12][14]. - The company must report any significant fluctuations in stock prices due to rumors or reports about related transactions [12]. Group 6: Prohibitions and Responsibilities - The company is prohibited from providing financial assistance to related parties, with specific exceptions [7][14]. - Directors and senior management must not exploit their relationships to harm the company's interests, and any losses incurred must be compensated [14][15].
创意信息: 关联交易管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-15 10:17
关联交易管理制度 创意信息技术股份有限公司 关联交易管理制度 第一章 总则 第一条 为规范创意信息技术股份有限公司(以下简称"公司")的关联交 易,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;为了保 证公司各项业务能够通过必要的关联交易顺利地开展,保障股东和公司的合法权 益,根据《公司法》《深圳证券交易所创业板股票上市规则》和《创意信息技术 股份有限公司章程》(以下简称"《公司章程》")等有关规定,制定本制度。 第二条 公司在确认关联关系和处理关联交易时,应遵循并贯彻以下原则: (一)尽量避免或减少与关联人之间的关联交易。 (二)确定关联交易价格时,应遵循"自愿、平等、诚实信用以及等价有偿" 的原则,并以书面协议方式予以确定。 第三条 关联交易是指公司或者其控股子公司与公司关联人之间发生的转移 资源或义务的事项,包括: (一)购买或出售资产; (二)对外投资(含委托理财、对子公司投资等,设立或者增资全资子公司 除外); 关联交易管理制度 第五条 具有下列情形之一的法人或其他组织,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)由前项所述法人直接或间接控制的除公司及其控股 ...
国投智能: 《关联交易管理办法(2025年7月)》
Zheng Quan Zhi Xing· 2025-07-15 09:29
Core Viewpoint - The document outlines the revised management measures for related party transactions of Guotou Intelligent (Xiamen) Information Co., Ltd, emphasizing the principles of authenticity, necessity, and fairness in such transactions to protect the interests of the company and all shareholders [1]. Group 1: General Principles - The management measures apply to the company and its subsidiaries, including those directly or indirectly controlled by over 50% [1]. - Related party transactions are defined as matters involving the transfer of resources or obligations between the company or its subsidiaries and related parties [2]. - The company must adhere to principles of honesty, equality, and voluntary agreement in related party transactions [6]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons as defined by the listing rules [2]. - Specific criteria for identifying related legal entities include control relationships and significant shareholding [2][3]. - Natural persons are identified as related parties if they hold over 5% of shares or are directors or senior management of the company [3][4]. Group 3: Transaction Types - The document lists various types of related party transactions, including asset purchases or sales, external investments, financial assistance, guarantees, and management contracts [11]. - Transactions involving the purchase of raw materials, sales of products, and provision of services are also included [11]. Group 4: Pricing Principles - The pricing of related party transactions should follow national pricing, market prices, or negotiated prices, with a preference for cost-plus reasonable profit methods when no other pricing is available [5]. - The company must take effective measures to prevent related parties from occupying or transferring the company's funds and assets [5]. Group 5: Approval and Disclosure Procedures - Certain transactions must be submitted to the board of directors for approval and disclosure, especially those exceeding specified thresholds [14][15]. - Related party transactions below certain thresholds can be approved by the general manager, but if the general manager is a related party, board approval is required [16]. Group 6: Responsibilities and Compliance - The company must ensure that related party transactions do not harm the interests of non-related shareholders and must disclose necessary information [10][12]. - Violations of these measures can lead to accountability under the company's management regulations [34]. Group 7: Implementation and Amendments - The revised measures will take effect upon approval by the board of directors, replacing the previous version established in August 2024 [17].