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章源钨业: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-14 09:21
Core Viewpoint - The company has established a set of regulations to govern related party transactions, ensuring compliance, necessity, and fairness while protecting investors' rights [1][2][3] Group 1: Related Party Transactions - Related party transactions include resource or obligation transfers between the company or its subsidiaries and related parties, which encompass both legal entities and natural persons [4][5] - The company must ensure that related party transactions do not manipulate financial indicators or harm the company's interests [1][2] - Related parties include entities controlling 5% or more of the company's shares, company directors, and senior management [4][5] Group 2: Decision-Making Procedures - All transactions with related parties must be submitted for review by the general manager's office [10] - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [11][12] - Related directors must abstain from voting on transactions to ensure impartiality [6][7] Group 3: Disclosure Requirements - The company must disclose details of related party transactions, including the parties involved, transaction terms, and pricing basis [27][28] - Transactions that do not meet specific thresholds may still require disclosure if they significantly impact the company's financial status [11][12] - Annual reports must summarize the execution of related party transactions [12]
云天励飞: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-11 10:11
Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Shenzhen Yuntian Lifeng Technology Co., Ltd, ensuring fairness, legality, and transparency in such transactions [2][3][4]. Group 1: Related Party Transactions - The company must ensure the legality, necessity, reasonableness, and fairness of related party transactions, maintaining its independence and not using these transactions to manipulate financial indicators [3][4]. - Related parties include individuals or entities that have significant control or ownership in the company, such as shareholders with over 5% ownership, directors, and their close family members [4][5]. - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed promptly [7][8]. Group 2: Approval and Disclosure Procedures - Transactions with related parties that meet specific financial thresholds must be approved by a majority of independent directors and subsequently reviewed by the board of directors [8][9]. - Related party transactions that do not meet the approval thresholds can be approved by the company's general manager [6][8]. - The company must maintain an updated list of related parties and disclose any changes to the stock exchange [5][6]. Group 3: Exemptions and Special Cases - Certain transactions, such as cash subscriptions for public offerings or receiving dividends, are exempt from the related party transaction approval process [12]. - The company is prohibited from providing financial assistance to related parties, except under specific conditions where equal financial support is provided by other shareholders [11][12]. - Related party transactions must be disclosed in annual and semi-annual reports, and agreements lasting over three years require re-evaluation every three years [13][14].
海川智能: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-09 16:24
Core Points - The document outlines the regulations for related party transactions to ensure fairness and protect the rights of the company, shareholders, and creditors [1][2] - Related party transactions include resource or obligation transfers between the company and its related parties, which can be legal entities or individuals [1][2] - The document specifies the criteria for identifying related parties, including shareholders holding more than 5% of shares and company executives [1][2][3] Summary by Sections Chapter 1: General Provisions - The purpose of the regulations is to standardize related party transactions and ensure fair decision-making [1] - Related parties include both legal entities and natural persons that have significant control or ownership over the company [1][2] - The document defines various scenarios that qualify an entity as a related party, including control relationships and significant shareholding [1][2] Chapter 2: Reporting of Related Transactions - Directors, senior management, and significant shareholders must promptly inform the company of any related party relationships [2] - Related transactions include asset purchases, financial assistance, guarantees, and management contracts, among others [2][3] Chapter 3: Avoidance System - Individuals representing related parties in transactions must adhere to strict guidelines to prevent conflicts of interest [5] - Related directors must abstain from voting on transactions where they have a conflict of interest [5][6] Chapter 4: Decision-Making Authority for Related Transactions - Transactions exceeding certain monetary thresholds must be submitted for board approval and disclosed [8][9] - Specific thresholds are set for transactions with related natural persons (over 300,000 yuan) and related legal entities (over 3 million yuan) [8][9] - The company must provide necessary audit and evaluation reports for significant transactions [8][9] Chapter 5: Miscellaneous Provisions - The regulations will take effect after approval by the company's shareholders [13] - The board of directors is responsible for interpreting the regulations [13]
*ST凯鑫: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The document outlines the decision-making system for related party transactions of Shanghai Kaixin Separation Technology Co., Ltd, aiming to standardize operations and protect shareholder rights [1][19] - Related party transactions must be priced fairly, follow compliant decision-making procedures, and ensure proper information disclosure [1][4] - The board's audit committee is responsible for controlling and managing related party transactions [1][4] Group 1: Definition of Related Parties - Related parties include both legal entities and natural persons that have a direct or indirect control relationship with the company [5][6] - Legal entities that control the company or are controlled by the same entity are considered related parties, as well as individuals holding more than 5% of the company's shares [5][6] - The document emphasizes that the assessment of related party relationships should focus on the substance over form principle [3][4] Group 2: Recognition of Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, investments, and financial support [4][10] - The company must sign written agreements for related transactions, clearly stating pricing policies [11][12] - Fair pricing for related transactions should be based on government pricing, market prices, or reasonable cost plus profit methods [11][12] Group 3: Decision-Making Procedures - The board must ensure that related directors abstain from voting on related transactions, and a majority of non-related directors must approve the decisions [15][16] - Related shareholders must also abstain from voting during shareholder meetings regarding related transactions [16][17] - Specific thresholds for transaction amounts dictate the level of approval required, with higher amounts necessitating shareholder meeting approval [9][10] Group 4: Disclosure Requirements - The company is required to disclose related party transactions in accordance with relevant laws and regulations, including details about pricing policies and the nature of the transactions [33][34] - Disclosure must include the total amount of transactions with related parties and any significant deviations from market prices [35][36] - The company must provide documentation supporting the disclosures, including board resolutions and independent opinions when necessary [18][19]
电科院: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-03 16:26
General Principles - The company establishes a decision-making system for related transactions to ensure fairness in transactions with related parties, based on relevant laws and regulations [1][2] - Related transactions must be documented in written agreements, adhering to principles of equality, voluntariness, equivalence, and compensation [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those controlling or holding more than 5% of shares [3][4] - The company must disclose any related relationships promptly to ensure transparency [2][3] Types of Related Transactions - Related transactions encompass various activities, including asset purchases, financial assistance, guarantees, leasing, and joint investments [3][4][5] - Transactions must comply with national laws and be conducted on a fair and honest basis [3][4] Decision-Making Procedures - Proposals for related transactions must be submitted by the company's functional departments, detailing the specifics and impact on the company and shareholders [4][5] - Transactions exceeding certain thresholds require approval from independent directors and may need to be submitted to the board or shareholders for further review [4][5][6] Approval and Disclosure Requirements - Transactions with related natural persons over 300,000 yuan and with related legal entities over 3 million yuan must be approved by independent directors and disclosed [5][6] - The company must ensure that related directors abstain from voting on transactions to avoid conflicts of interest [5][6] Daily Related Transactions - For daily related transactions, the company must establish written agreements and submit them for approval based on total transaction amounts [8][9] - If significant changes occur in ongoing agreements, new terms must be submitted for approval [9][10] Exemptions from Approval - Certain transactions, such as public tenders or those with predetermined pricing, may be exempt from the usual approval processes [10][11] - Transactions involving cash subscriptions for publicly issued securities are also exempt from related transaction requirements [11][12] Implementation and Management - The decision-making system will be effective upon approval by the shareholders' meeting and will be managed by the board of directors [11][12]
海辰药业: 关联交易决策制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-26 16:39
Core Viewpoint - The document outlines the decision-making system for related party transactions of Nanjing Haichen Pharmaceutical Co., Ltd, ensuring fairness, transparency, and protection of investors' rights, particularly for minority shareholders [1][2]. Group 1: Related Party Definition - Related parties include both legal entities and natural persons that have control or significant influence over the company [3][4]. - Legal entities are considered related if they are controlled directly or indirectly by the company or its major shareholders [4][5]. - Natural persons are considered related if they hold more than 5% of the company's shares or are part of the company's management [5][6]. Group 2: Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, financial support, and management contracts [6][7]. - Certain transactions, such as cash subscriptions for securities, may be exempt from disclosure and approval processes [7][8]. Group 3: Decision-Making Procedures - The company must ensure that related party transactions do not harm the interests of non-related shareholders and must follow fair pricing principles [8][9]. - Related parties must abstain from voting on matters where they have a conflict of interest during board and shareholder meetings [9][10]. - Transactions exceeding a specified threshold must be evaluated by independent financial advisors and submitted for shareholder approval [10][11]. Group 4: Disclosure and Reporting - The company is required to disclose related party transactions in its annual and semi-annual reports, categorizing them appropriately [11][12]. - Any changes to ongoing related party agreements must be submitted for board or shareholder approval [12][13]. Group 5: Prohibitions and Restrictions - The company is prohibited from providing financial assistance to related parties, with specific exceptions for certain joint ventures [13][14]. - Guarantees provided to related parties must be disclosed and approved by the board and shareholders [14][15].
宁夏建材: 宁夏建材内部关联交易决策制度
Zheng Quan Zhi Xing· 2025-06-10 10:40
General Principles - The internal decision-making system for related party transactions aims to standardize the management of such transactions, ensuring legality, necessity, reasonableness, and fairness while protecting the rights of the company and all shareholders [1][2] - The company must maintain independence and not use related party transactions to manipulate financial indicators or harm its interests [1][2] Definition of Related Parties - Related parties include both related legal entities and natural persons, with specific criteria outlined for identification [2][3] - Legal entities that control the company directly or indirectly, or hold more than 5% of shares, are considered related parties [2] - Natural persons who hold more than 5% of shares, serve as directors or senior management, or are closely related to such individuals are also classified as related parties [2] Related Party Transactions - Related party transactions encompass various activities such as asset purchases, sales, service provision, and financial assistance [4][6] - The company must ensure that transaction pricing aligns with market standards and is disclosed adequately [4][6] Decision-Making Procedures - Related party transactions require specific decision-making procedures, including the avoidance of conflicts of interest during board and shareholder meetings [7][9] - Transactions exceeding certain thresholds must be approved by the board and disclosed to shareholders [16][17] Reporting and Disclosure - The company is obligated to report and disclose related party transactions in annual and semi-annual reports, ensuring transparency [23] - Any significant changes to ongoing related party agreements must be submitted for approval [23] Exemptions from Approval - Certain transactions that provide unilateral benefits to the company without obligations may be exempt from the usual approval processes [26][12] - Transactions with specific conditions, such as low-interest loans, may also bypass standard procedures [26][12] Implementation and Amendments - The board of directors is responsible for interpreting and amending the internal decision-making system as necessary, subject to shareholder approval [29][30]
威海广泰: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-06-10 04:17
Core Viewpoint - The company has established a system to regulate related party transactions, ensuring transparency, fairness, and compliance with legal standards to protect the interests of the company and minority shareholders [1][2]. Group 1: Related Party Transactions - Related party transactions are defined as resource or obligation transfers between the company or its subsidiaries and related parties, including both daily operational and non-operational transactions [1][2]. - The company must ensure that related party transactions are legal, necessary, and fair, maintaining independence and avoiding the manipulation of financial indicators [1][2]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that meet specific criteria, such as controlling or owning more than 5% of the company's shares [2][3]. - The company must maintain a list of related parties and their relationships, which must be reported to the board of directors [3][4]. Group 3: Decision-Making Procedures - Related party transactions must be approved by independent directors before being presented to the board, with related directors required to abstain from voting [4][5]. - Shareholders with related interests must also abstain from voting on related party transactions, ensuring that decisions are made by non-related shareholders [5][6]. Group 4: Disclosure Requirements - Transactions exceeding certain thresholds, such as 300,000 yuan for natural persons or 3 million yuan for legal entities, must be disclosed and submitted for shareholder approval [6][7]. - The company is required to disclose related party transactions, including details about the transaction parties, pricing, and any necessary approvals [10][11]. Group 5: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions involving equal contributions from other shareholders [9][8]. - Any guarantees provided to related parties must also undergo rigorous approval processes involving independent directors and shareholder meetings [8][9]. Group 6: Daily Transactions and Reporting - Daily related party transactions must be reported and approved based on estimated annual amounts, with significant changes requiring re-evaluation [12][21]. - The company must disclose the actual performance of daily related party transactions in annual and semi-annual reports [12][21].
晶澳科技: 关联交易决策制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-09 13:09
Core Viewpoint - The document outlines the decision-making system for related party transactions of JA Solar Technology Co., Ltd, emphasizing fairness, transparency, and compliance with relevant laws and regulations [1][2][3]. Group 1: Related Parties and Relationships - Related parties include legal entities, natural persons, and potential related parties that can control or significantly influence the company [2][3]. - The criteria for identifying related legal entities include direct or indirect control, significant shareholding (over 5%), and other special relationships that may lead to biased interests [2][3]. - Related natural persons include shareholders holding over 5%, directors, supervisors, senior management, and their close family members [2][3]. Group 2: Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, excluding routine operational transactions [4][5]. - The company must adhere to principles of honesty, equality, fairness, and transparency in pricing related transactions, ensuring that prices do not deviate from market standards [4][5]. Group 3: Decision-Making Procedures - Proposals for related transactions must be detailed, including specific matters, pricing basis, and impacts on the company and shareholders [12][13]. - Transactions exceeding certain thresholds require independent board approval and may necessitate external audits or evaluations [14][15]. Group 4: Disclosure and Reporting - The company is required to disclose related transactions in annual and semi-annual reports, summarizing the execution status of daily related transactions [11][12]. - Related transactions must be documented in written agreements, specifying the content clearly [14][15]. Group 5: Exemptions and Special Cases - Certain transactions may be exempt from the usual approval processes, such as public tenders or transactions where the company gains benefits without obligations [11][12]. - The company must still fulfill information disclosure obligations even if exempted from the approval process [11][12].
六国化工: 关联交易决策制度(2025年)
Zheng Quan Zhi Xing· 2025-05-29 09:35
General Principles - The company establishes a decision-making system for related party transactions to protect the rights and interests of the company and minority shareholders, in accordance with relevant laws and regulations [2][3] - The company must ensure the legality, necessity, reasonableness, and fairness of related party transactions, maintaining independence and avoiding the manipulation of financial indicators [2][3] Definition of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a controlling relationship with the company [4][5] - Related transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, financial assistance, guarantees, and leasing [5][6] Decision-Making Procedures and Authority - Transactions exceeding certain thresholds must be disclosed and submitted for board and shareholder approval, with specific monetary thresholds defined for different types of transactions [10][11] - The board has the authority to approve transactions that do not meet the thresholds for shareholder approval, provided they are reviewed by independent directors [12][13] Disclosure and Reporting - The company is required to disclose related party transactions in its annual and semi-annual reports, including details about the transaction parties, nature of the relationship, and pricing [21][22] - Written agreements must be signed for related party transactions to clarify the rights and obligations of both parties [22][23] Protection Measures - The board must take protective measures if related parties occupy or transfer company funds or assets, including litigation and asset preservation [24][25] - The company must ensure timely disclosure of decisions made regarding related party transactions in compliance with regulatory requirements [25][26]