关联交易决策制度
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招商南油: 招商南油关联交易决策制度(2025年修订)
Zheng Quan Zhi Xing· 2025-08-24 16:16
Core Viewpoint - The document outlines the decision-making system for related party transactions of China Merchants Nanjing Tanker Corporation, aiming to ensure compliance with relevant regulations and maintain transparency in transactions [1][2][3]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions are defined as matters involving the transfer of resources or obligations between the company and its controlling subsidiaries with related parties, including but not limited to asset purchases, investments, financial assistance, and service provisions [1][2]. - Related parties include both legal entities and natural persons that meet specific criteria, such as holding more than 5% of shares or being in a close relationship with the company’s management [3][4]. Group 2: Decision-Making and Approval Process - The company’s board of directors must be informed of related parties and their relationships, ensuring proper registration and management of this information [4]. - Related transactions must adhere to principles of honesty, fair pricing, and proper decision-making procedures, with related parties abstaining from voting on relevant matters [4][5]. Group 3: Transaction Amounts and Approval Requirements - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan or 0.5% of the latest audited net assets require board approval [5][6]. - Shareholder meetings must approve transactions exceeding 30 million yuan or 5% of the latest audited net assets, with related shareholders abstaining from voting [6][7]. Group 4: Cumulative Calculation and Disclosure - Related transactions are to be cumulatively calculated over a twelve-month period, and if they meet disclosure standards, they must be reported according to the Shanghai Stock Exchange requirements [7][8]. - The document emphasizes that previously completed transactions that did not meet disclosure standards are not included in cumulative calculations if proper procedures were followed [7]. Group 5: Implementation and Interpretation - The decision-making system will be enforced from the date of approval by the shareholders' meeting, with the board of directors responsible for its interpretation [8].
炬芯科技: 关联交易决策制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-24 16:16
Core Viewpoint - The article outlines the decision-making system for related party transactions at Juchip Technology Co., Ltd, aiming to enhance internal control, protect shareholder rights, and ensure fair practices in transactions with related parties [2][3]. Group 1: General Principles - The decision-making system is established based on relevant laws, including the Company Law and Securities Law, to regulate related party transactions and protect shareholder interests [2]. - Related party transactions must adhere to principles of honesty, credit, openness, fairness, and justice, with related parties abstaining from voting on such matters [2][3]. Group 2: Definition and Confirmation 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 personnel [4][5]. - The determination of related parties considers not only legal relationships but also the actual control or influence exerted over the company [4][5]. Group 3: Pricing and Management of Related Transactions - The pricing of related party transactions should follow market prices or, in the absence of such, a cost-plus reasonable profit model [5][6]. - Written agreements are required for related transactions, ensuring they are conducted on equal, voluntary, and fair terms [5][6]. Group 4: Review Procedures - The management must report related transactions to the general manager, who will assess their necessity, reasonableness, and pricing fairness [7][8]. - The board of directors must review and approve transactions above specified monetary thresholds, ensuring independent directors participate in the decision-making process [8][11]. Group 5: Decision-Making Authority - Transactions below RMB 300,000 with related individuals or RMB 3,000,000 with related entities can be approved by the general manager, while larger transactions require board and shareholder approval [8][9]. - Related party guarantees must be justified by reasonable business logic and also require board and shareholder approval [9][10]. Group 6: Disclosure Requirements - Transactions exceeding RMB 30,000 with related individuals or RMB 300,000 with related entities must be disclosed promptly [14][15]. - The board is responsible for ensuring compliance with disclosure regulations as per the China Securities Regulatory Commission and the Shanghai Stock Exchange [14][15].
锡南科技: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-21 08:19
无锡锡南科技股份有限公司 第一章 总 则 第一条 为规范无锡锡南科技股份有限公司(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》《企业会计准则 36 号—关联方披露》《深圳证券交易所创业板股票 上市规则》(以下简称"《创业板上市规则》")、《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 7 号——交易与关联交易》等有关法律、法规、规范性文件及《无 锡锡南科技股份有限公司章程》(以下简称"《公司章程》")的有关规定,结 合公司实际情况,特制订本制度。 第二条 公司与关联人之间的关联交易除遵守有关法律、法规、规范性文件 及《公司章程》的规定外,还需遵守本制度的有关规定。 第三条 公司与关联人之间的关联交易应签订书面协议。协议的签订应当遵 循平等、自愿、等价、有偿的原则,协议内容应明确、具体。 第四条 关联交易活动应遵循公平、公正、公开的原则, 关联交易的价格原 则上不能偏离市场独立第三方的价格或收费的标准。 第 ...
华友钴业: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-17 10:12
Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Zhejiang Huayou Cobalt Co., Ltd, ensuring fairness and transparency in dealings with related parties to protect the interests of the company and its non-related shareholders [1][2]. Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that 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 document specifies criteria for identifying related parties, including direct or indirect control and familial relationships with key stakeholders [2][3]. Group 2: Related Transactions - Related transactions are defined as activities that may lead to the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, and financial support [3][4]. - The company must adhere to principles of fairness, ensuring that transaction prices align with market standards and are disclosed adequately [4][5]. Group 3: Decision-Making Procedures - The company must implement measures to prevent related parties from interfering in business operations, and any related transactions must be documented through written contracts [4][6]. - Board meetings concerning related transactions require the presence of a majority of non-related directors, and related directors must abstain from voting [6][7]. Group 4: Disclosure and Approval Requirements - Transactions exceeding certain thresholds, such as 300,000 yuan for natural persons or 3 million yuan for legal entities, must be approved by the board and disclosed [7][8]. - Major transactions that exceed 30 million yuan and represent over 5% of the company's net assets require shareholder approval [8][9]. Group 5: Other Provisions - The document emphasizes that transactions not approved according to the outlined procedures cannot be executed, and the company retains the right to terminate such transactions [9][10]. - The company is prohibited from providing financial assistance to related parties unless specific conditions are met, including equal participation from other shareholders [10][11].
和辉光电: 上海和辉光电股份有限公司关联交易决策制度(草案)
Zheng Quan Zhi Xing· 2025-08-15 16:36
Core Viewpoint - The document outlines the decision-making system for related party transactions of Shanghai Hehui Optoelectronics Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties, in compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The system aims to protect the legitimate rights and interests of the company and non-related shareholders [1]. - Related party transactions must comply with laws, regulations, and the company's articles of association [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 company directors or senior management [2][3]. - Close family members of the aforementioned individuals are also considered related parties [2]. Group 3: Related Transactions - Related transactions encompass various types of dealings, including asset purchases, investments, and guarantees [7][8]. - Transactions must adhere to principles of honesty, legality, necessity, and fairness [12]. Group 4: Decision-Making Procedures - Related transactions require avoidance measures during contract signing, ensuring that related parties do not interfere with decision-making [10][11]. - The board of directors must consist of a majority of non-related directors for transaction approvals [17]. Group 5: Disclosure and Reporting - The company must disclose related transactions and ensure that independent directors review and approve them [21][22]. - Transactions exceeding certain thresholds require additional scrutiny, including audits or evaluations [19][20]. Group 6: Other Provisions - The document specifies that related party transactions must be documented and maintained for a minimum of ten years [36]. - The system will take effect upon the company's initial public offering of H shares and listing on the Hong Kong Stock Exchange [39].
亚厦股份: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-12 11:14
Core Points - The article outlines the management of related party transactions for Zhejiang Yasha Decoration Co., Ltd, emphasizing fairness, justice, and transparency in transactions with related parties [1][2] - The company establishes principles for related party transactions, including adherence to market standards and avoidance of conflicts of interest [1][3] Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, which include both legal entities and natural persons [1][2] - The company must ensure that transactions do not harm the legitimate rights and interests of non-related shareholders [1][3] Decision-Making Authority - Transactions below RMB 300,000 with natural persons or RMB 3,000,000 with legal entities require approval from the chairman [3][4] - Significant transactions exceeding RMB 30,000,000 or 5% of the company's net assets must be approved by the shareholders' meeting [3][4] Disclosure Requirements - Transactions with amounts over RMB 300,000 with natural persons or RMB 3,000,000 with legal entities must be disclosed promptly [11][12] - The company must provide detailed information about the nature of the transaction, its impact on financial status, and whether it harms minority shareholders' interests [11][12] General Provisions - The company must maintain records of decisions related to related party transactions for at least ten years [14] - The provisions outlined in the document will take effect upon approval by the shareholders' meeting [15]
天源迪科: 关联交易公允决策制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-11 16:37
Core Viewpoint - The company has established a fair decision-making system for related party transactions to ensure the fairness and reasonableness of transactions with related parties, promoting the lawful conduct of its business [1]. Group 1: General Principles - The internal control of related party transactions should adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1]. - The company must not harm the interests of itself and other shareholders when handling related party transactions [1]. Group 2: Definition of Related Parties - Related parties include both related legal entities and natural persons [4]. - Legal entities that are considered related parties include those that directly or indirectly control the company or are controlled by the company’s related parties [4][5]. - Natural persons considered related parties include those who hold more than 5% of the company's shares, directors, and senior management [2][5]. Group 3: Transaction Types and Approval - Related party transactions include the transfer of resources or obligations between the company and its related parties, such as asset purchases or sales, and external investments [4][11]. - The chairman of the board can decide on related party transactions below certain thresholds, while transactions exceeding these thresholds require board approval and disclosure [13][14]. Group 4: Disclosure Requirements - Transactions exceeding 300,000 yuan with related natural persons or 3 million yuan with related legal entities must be disclosed [12][13]. - The company must submit various documents to the Shenzhen Stock Exchange when disclosing related party transactions, including pricing policies and transaction agreements [30][31]. Group 5: Decision-Making Procedures - Related party transactions must be discussed and approved by independent directors before being submitted to the board for approval [16][17]. - Related directors must abstain from voting on transactions where they have a conflict of interest [8][9]. Group 6: Annual Agreements and Reporting - The company should establish annual agreements for related party transactions, detailing pricing, total volume, and payment methods [22][23]. - If the transaction amount exceeds the estimated total, the company must resubmit for board or shareholder approval [15].
永兴股份: 永兴股份关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Points - The document outlines the decision-making system for related party transactions of Guangzhou HuanTou Yongxing Group Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have a significant influence or control over the company [3][4] - Specific criteria are defined for identifying related legal entities and natural persons, including ownership stakes and management positions [4][5] - The document emphasizes the importance of assessing the nature and extent of influence that related parties have over the company [10] Group 2: Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, covering a wide range of activities such as asset sales, financial assistance, and management services [12][13] - The company must ensure that related transactions are legal, necessary, reasonable, and fair, maintaining independence and avoiding financial manipulation [13][14] - Pricing principles for related transactions are established, including adherence to market prices or cost-plus pricing when market prices are unavailable [15][16] Group 3: Decision-Making Procedures - The document outlines the decision-making procedures for related transactions, requiring avoidance measures for related directors and shareholders during voting [17][18] - Specific thresholds for board and shareholder approval are set, including transactions exceeding 30 million yuan or 5% of the latest audited net assets [20][21] - The company is required to disclose related transactions in its annual and semi-annual reports, ensuring transparency [22][23]
壹网壹创: 关联交易决策制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-07 16:23
Core Viewpoint - The document outlines the decision-making system for related party transactions of Hangzhou Yiwan Yichuang Technology Co., Ltd, ensuring that such transactions adhere to principles of honesty, fairness, and transparency while protecting the rights of the company and non-related shareholders [1]. Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have a significant influence or control over the company [3][4]. - A legal entity is considered a related party if it directly or indirectly controls the company or is controlled by a related party [3][4]. - Natural persons are classified as related parties if they are directors, supervisors, or senior management of related legal entities, or if they are closely related family members of such individuals [2][4]. Group 2: Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, financial assistance, and management contracts [3][4]. - The company must ensure that related transactions do not harm the interests of the company and non-related shareholders, and that pricing is aligned with market standards [4][10]. Group 3: Decision-Making Procedures - Related transactions must be approved by the board of directors, with related directors abstaining from voting [5][10]. - Transactions exceeding 300,000 yuan with related natural persons or 3 million yuan with related legal entities require approval from independent directors and must be disclosed [5][6]. - For transactions over 30 million yuan and 5% of the company's net assets, shareholder approval is necessary, and an independent audit or valuation must be conducted [6][10]. Group 4: Disclosure and Compliance - The company is required to disclose related transactions in accordance with regulatory standards, ensuring transparency in the approval process [11][12]. - If a related transaction is executed without prior approval, the company must seek retroactive approval within 60 days of becoming aware of the situation [10][11]. - The company must re-evaluate and disclose agreements for related transactions that exceed three years in duration [9][12].
鑫铂股份: 关联交易决策制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-05 16:10
Core Viewpoint - The document outlines the decision-making system for related party transactions of Anhui Xinbo Aluminum Industry Co., Ltd, emphasizing the need for transparency, fairness, and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The company aims to standardize related party transactions to reduce and avoid conflicts of interest [1]. - Related party transactions must adhere to principles of honesty, fairness, and openness [1]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [4][5]. - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares [5][6]. Group 3: Types of Related Party Transactions - Related party transactions encompass a variety of activities, including asset purchases, financial support, and management contracts [3][7]. - The document specifies that transactions involving cash gifts and guarantees must be disclosed and approved by the board [6][10]. Group 4: Decision-Making Procedures - The board of directors must ensure that related directors abstain from voting on transactions to maintain objectivity [4][5]. - Shareholders with related interests must also abstain from voting on related party transactions [5][6]. Group 5: Disclosure Requirements - Transactions exceeding certain monetary thresholds must be disclosed and approved by the board or shareholders [6][10]. - The company is required to provide detailed information about the nature and impact of related party transactions in its announcements [12][13]. Group 6: Responsibilities and Oversight - The audit committee is tasked with monitoring related party transactions to ensure fairness and compliance [10][11]. - The company must take protective measures if related party transactions result in potential losses [10][11].