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水羊股份: 关联交易管理办法(2025年7月)
Zheng Quan Zhi Xing· 2025-07-22 13:12
Core Viewpoint - The document outlines the management measures for related party transactions of Shuiyang Group Co., Ltd., aiming to ensure that such transactions are legal, fair, and reasonable, thereby protecting the rights and interests of shareholders and the company [1][2]. Group 1: General Principles - The company and its subsidiaries must adhere to principles that minimize related party transactions and ensure that transaction prices are determined based on honesty, equality, and fairness, without harming the interests of the company and other shareholders [1][2]. - Related party transactions must be documented in written agreements, and prices should not deviate from market standards [1][2]. Group 2: Definition and Scope of Related Party Transactions - Related party transactions are defined as resource or obligation transfers between the company or its subsidiaries and related parties, including various types of transactions such as purchasing materials, selling products, and providing services [3][4]. - The company must maintain an updated list of related parties, including both legal entities and individuals, to ensure transparency [2][3]. Group 3: Approval Procedures - Related party transactions must be approved by the board of directors, with related directors required to abstain from voting [4][5]. - Transactions exceeding certain monetary thresholds (e.g., 3 million yuan for legal entities) must be submitted for shareholder approval [6][7]. Group 4: Special Considerations - For transactions involving amounts over 30,000 yuan with individuals or 300,000 yuan with entities, the board has the authority to approve, while transactions over 3 million yuan and 5% of the company's net assets require shareholder approval [6][7]. - The company must engage qualified intermediaries for evaluation or auditing of significant transactions [6][7]. Group 5: Daily Operations and Reporting - Daily related party transactions must be documented and reported, with specific procedures for initial agreements and significant changes during execution [8][9]. - The company must ensure that all related party transactions are transparent and that the interests of minority shareholders are protected [2][5]. Group 6: Legal Compliance and Amendments - The management measures must comply with national laws and regulations, and any conflicts with existing laws will be resolved in favor of the latter [12][13]. - The board of directors is responsible for interpreting and amending these measures as necessary [12][13].
起帆电缆: 起帆电缆关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-21 16:16
Core Points - The document outlines the management system for related party transactions of Shanghai Qifan Cable Co., Ltd, aiming to standardize related transactions and protect the rights of investors, especially minority shareholders [1][2][3] - The company emphasizes fair pricing, compliance with decision-making procedures, and proper information disclosure in related transactions [1][2] - The board's audit committee is responsible for controlling and managing related transactions [1] Chapter Summaries Chapter 1: General Principles - The purpose of the management system is to regulate related party transactions and protect investors' rights [1] - Related transactions should be priced fairly, with compliance in decision-making and information disclosure [1] - The audit committee of the board is tasked with overseeing related transactions [1] Chapter 2: Related Parties and Transactions - Related parties include both legal entities and natural persons that have a significant relationship with the company [2] - Specific criteria are provided to identify related legal entities and natural persons, including those who hold more than 5% of shares [2][3] Chapter 3: Disclosure and Decision-Making Procedures for Related Transactions - Transactions exceeding certain thresholds must be disclosed, including those with related natural persons over 300,000 yuan and with related legal entities over 3 million yuan [11][12] - Independent directors must approve related transactions before they are submitted to the board for discussion [5][8] Chapter 4: Content of Disclosure for Related Transactions - The company must disclose details of related transactions, including the nature of the transaction, pricing policies, and the impact on the company [38][39] - Specific requirements for disclosing transactions related to asset acquisitions, joint investments, and debt relations are outlined [40][41][42] Chapter 5: Exemptions from Disclosure and Decision-Making Procedures - Certain transactions, such as those that provide unilateral benefits without obligations, may be exempt from the usual disclosure and approval processes [44][45] Chapter 6: Pricing of Related Transactions - Related transactions must be governed by written agreements that specify pricing policies [46] - Fair pricing principles are established, including referencing government pricing, market prices, and cost-plus methods [47][48] Chapter 7: Supplementary Provisions - The management system will be implemented after approval by the board and will comply with relevant laws and regulations [50][51]
瑞鹄模具: 《瑞鹄汽车模具股份有限公司关联交易管理办法》(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-21 13:08
Core Viewpoint - The document outlines the management measures for related party transactions of Ruihu Automotive Mould Co., Ltd, emphasizing fairness, transparency, and compliance with relevant laws and regulations to protect the interests of the company and non-related shareholders [1][21]. Group 1: General Principles - The management measures are established to ensure that related party transactions are conducted in a fair, just, and open manner, safeguarding the rights of the company and non-related shareholders [1]. - The measures apply to the company and its controlling subsidiaries, requiring adherence to relevant laws, regulations, and the company's articles of association [1][2]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have significant influence or control over the company [3][4]. - Specific criteria for identifying related legal entities include control relationships, shareholding of over 5%, and other special relationships that may lead to biased interests [3][4]. - Related natural persons include shareholders holding over 5%, directors, senior management, and their close family members [2][5]. Group 3: Related Transactions - Related transactions encompass various activities such as asset purchases, investments, and financial support between the company and its related parties [6][8]. - The company must ensure that related transactions are legal, necessary, reasonable, and fair, maintaining independence and avoiding financial manipulation [5][6]. Group 4: Decision-Making Procedures - The company must implement necessary avoidance measures during the decision-making process for related transactions, ensuring that related parties do not interfere with decisions [7][8]. - Related transactions exceeding specified monetary thresholds require approval from independent directors and the shareholders' meeting [8][9]. Group 5: Pricing of Related Transactions - Related transactions must be priced fairly, referencing government pricing, market prices, or reasonable cost-plus pricing methods [16][35]. - The company must document the pricing policies and ensure that any significant changes in transaction terms are re-evaluated and approved [16][36]. Group 6: Disclosure and Reporting - The company is required to disclose related transactions in its annual and semi-annual reports, categorizing and summarizing the actual performance of these transactions [12][20]. - Transactions that exceed certain thresholds must be accompanied by audit or evaluation reports as per regulatory requirements [20][21].
纽威数控: 纽威数控关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-21 09:15
纽威数控装备(苏州)股份有限公司 关联交易管理制度 纽威数控装备(苏州)股份有限公司 关联交易管理制度 第一章 总则 第一条 为保证纽威数控装备(苏州)股份有限公(以下简称"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,保障股东和公司的合法权益,根 据《中华人民共和国公司法》《中华人民共和国证券法》《中华人民共和国会计法》 《上海证券交易所科创板股票上市规则》(以下简称"《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 规和规章制度以及《纽威数控装备(苏州)股份有限公章程》(以下简称("《公 司章程》")的规定,并结合公司的实际情况,制定本制度。 第二条 公司在确认和处理有关关联人之间关联关系与关联交易时,须遵循贯彻 以下原则: (一)尽量避免或减少与关联方之间的关联交易; (二)确定关联交易价格时,应遵循公平、公正以及等价有偿的原则,并以书 面协议方式予以确定; (三)关联董事和关联股东回避表决的原则; (四)必要时聘请独立财务顾问或专业评估机构发表意见和报告的原则; (五)公司在处理与关联人之间的关联交易时,不得损害全体股东特别是中小 ...
中航重机: 中航重机关联交易管理办法(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-20 10:14
General Principles - The company aims to strengthen the management of related party transactions to control risks and ensure compliance with principles of openness, fairness, and justice, thereby protecting the rights of the company and all shareholders [1] - Related party transactions should be minimized, and when they occur, they must adhere to market principles, ensuring that prices do not deviate from those offered by independent third parties [1][2] - The board of directors and shareholders must avoid voting on related party transactions if they have a conflict of interest [1][4] Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant stake or control over the company [2][3] - Legal entities that control the company or are controlled by the same entity are considered related parties [2] - Natural persons who hold more than 5% of the company's shares or are directors or senior management are classified as related parties [2][3] Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, financial support, and management services [5][6] - The board must ensure that related directors abstain from voting on related transactions, and decisions must be made by a majority of non-related directors [5][6] Decision-Making and Disclosure - Transactions exceeding certain thresholds must be submitted for board or shareholder approval, with specific monetary limits set for related natural persons and legal entities [13][14] - For significant transactions, the company must disclose audit or evaluation reports to ensure transparency [8][12] Daily Related Transactions - Daily related transactions must follow specific procedures for approval and disclosure, including annual reporting on their execution [19][20] - The company can estimate annual transaction amounts and must disclose any significant deviations from these estimates [19][20] Exemptions from Related Transaction Rules - Certain transactions that provide unilateral benefits to the company without any obligations, such as receiving cash gifts or debt relief, may be exempt from related transaction rules [12]
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]