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奥比中光: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-07 16:24
Core Viewpoint - The company establishes a set of regulations to govern related party transactions, ensuring that such transactions do not harm the interests of the company and its non-related shareholders [1][2]. Group 1: Related Party Transactions - Related party transactions must be legal, necessary, reasonable, and fair, maintaining the company's independence and not manipulating financial indicators [1][2]. - Related parties include individuals or entities that have significant control or ownership in the company, such as shareholders holding more than 5% of shares, directors, and senior management [2][3]. - Transactions involving related parties must be documented in written agreements that adhere to principles of equality, voluntariness, and fairness [1][4]. Group 2: Decision-Making Procedures - Related party transactions require prior approval from the board of directors, and related directors must abstain from voting on such matters [5][6]. - The company must ensure that related parties do not interfere with decision-making processes, and any related transactions must be disclosed and approved by independent directors [6][8]. - If a related party transaction exceeds 30,000 yuan or 0.1% of the company's total assets, it must be evaluated by a qualified securities service institution and submitted for shareholder approval [10][11]. Group 3: Financial Assistance and Guarantees - 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]. - Guarantees provided to related parties must be approved by a majority of non-related directors and require additional safeguards, such as counter-guarantees from the related parties [11][12]. - The company must take measures to prevent related parties from monopolizing procurement or sales channels that could harm the company's interests [4][5]. Group 4: Disclosure and Reporting - The company is required to disclose related party transactions in its annual and semi-annual reports, categorizing and summarizing these transactions [12][13]. - Daily related party transactions must include key terms such as pricing principles, total transaction amounts, and payment methods [12][13]. - Transactions that do not meet the criteria for related party transactions may be exempt from certain approval and disclosure requirements [13][14].
新世界: 新世界关联交易决策制度(2025年修订)
Zheng Quan Zhi Xing· 2025-06-27 16:50
General Principles - The company establishes a system to regulate related party transactions to ensure legality, fairness, and reasonableness, protecting the rights of shareholders, especially minority shareholders [2][3] - Related party transactions must comply with relevant laws, regulations, and the company's articles of association, ensuring the company's independence and preventing the manipulation of financial indicators [2][3] Related Parties and Relationships - Related parties include both legal entities and natural persons that have a controlling relationship with the company [6][9] - Legal entities that control the company directly or indirectly, or hold more than 5% of the company's shares, are considered related parties [7][9] - Natural persons who hold more than 5% of the company's shares or are directors or senior management are also classified as related parties [9][10] Reporting and Management of Related Parties - Company directors and senior management must report related party lists and relationships to the board of directors [12] - The audit committee is responsible for confirming the list of related parties and reporting to the board [13] Disclosure and Decision-Making Procedures - Transactions with related parties exceeding certain thresholds must be disclosed and submitted for board and shareholder approval [17][19] - The company must disclose related party transactions in temporary and periodic reports, including transaction amounts and pricing policies [34][35] Pricing of Related Party Transactions - Related party transactions must be conducted at fair prices, with specific pricing methods outlined, such as cost-plus and comparable uncontrolled price methods [30][31] - If pricing cannot be determined by the outlined methods, the company must disclose the principles and methods used for pricing [32] Special Provisions for Major Transactions - For significant related party transactions, such as purchasing assets at a premium, the company must provide a profit forecast report and ensure shareholder participation in decision-making [47][48] - The audit committee must provide opinions on the fairness of the transaction pricing and its alignment with the interests of the company and its shareholders [51] Exemptions from Disclosure and Decision-Making - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual disclosure and decision-making processes [52][54] - The company can apply for exemptions for transactions that do not significantly impact its interests or violate confidentiality laws [56][60]
澜起科技: 澜起科技股份有限公司关联交易制度
Zheng Quan Zhi Xing· 2025-06-20 13:37
Core Points - The document outlines the related party transaction system of Lianqi Technology Co., Ltd. to ensure compliance with laws and protect the rights of non-related shareholders and creditors [1][6] - It defines related parties and relationships, emphasizing the need for substantial judgment in determining control or influence over the company [1][2] - The document specifies the types of related party transactions and the principles that must be followed, including fairness and the avoidance of conflicts of interest [1][3] Related Party Definition - Related parties include individuals and organizations that have significant influence or control over the company, such as family members of key personnel and entities controlled by them [1][2] - The document emphasizes the importance of identifying relationships that could lead to biased decision-making [1][3] Related Party Transactions - Related party transactions encompass various activities, including asset sales, investments, and financial support, which may result in resource or obligation transfers [1][4] - Transactions must adhere to principles of honesty, fairness, and must not harm the interests of non-related shareholders [1][4] Decision-Making Procedures - The document outlines the decision-making process for related party transactions, requiring avoidance measures for interested parties during voting [1][5] - It mandates that transactions exceeding certain thresholds must be disclosed and approved by independent directors and shareholders [1][5] Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, with specific exceptions for non-controlling related companies under certain conditions [1][5] - Guarantees for related parties require approval from a majority of independent directors and must be disclosed to shareholders [1][5] Record Keeping and Compliance - Records of related party transaction decisions must be maintained for at least ten years, ensuring transparency and accountability [1][5] - The document stipulates that any transactions not approved according to the established procedures are invalid [1][6]
新集能源: 新集能源关联交易决策制度(2025年修订)
Zheng Quan Zhi Xing· 2025-06-05 09:27
General Principles - The purpose of the system is to standardize the related party transactions of China Coal Xinji Energy Co., Ltd. and protect the legitimate rights and interests of investors, especially minority investors [3] - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Securities Law of the People's Republic of China [3] Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company, which may lead to a bias in the company's interests [5] - The definition of related parties includes entities that directly or indirectly control the company, hold more than 5% of the company's shares, or have significant influence over the company [5][6] - Related transactions encompass various activities such as asset purchases or sales, external investments, financial assistance, and other agreements that may result in the transfer of resources or obligations [6] Decision-Making Procedures and Authority - Proposed related transactions must be submitted by the company's functional departments, detailing the specifics, pricing basis, and impact on the company and shareholders [9] - Transactions exceeding 30 million yuan and accounting for more than 5% of the company's latest audited net assets require an independent audit or evaluation and must be submitted for shareholder approval [10] - The general manager can approve transactions below 300,000 yuan with related natural persons and below 3 million yuan with related legal entities, while the board of directors has authority over larger transactions [11] Disclosure of Related Transactions - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan must be disclosed promptly [22] - Disclosure must include transaction summaries, independent director reviews, pricing policies, and the impact of the transaction on the company's financial status [24][11] Avoidance Measures - Related parties must recuse themselves from voting on related transactions to ensure impartiality [20][21] - The board meeting can proceed with a majority of non-related directors, and if fewer than three non-related directors are present, the transaction must be submitted to the shareholders' meeting for approval [20]
禾盛新材: 关联交易制度(2025年5月)
Zheng Quan Zhi Xing· 2025-05-20 09:17
Core Points - The article outlines the related party transaction system of Suzhou Hesheng New Materials 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] - The document specifies the definitions of related parties and the types of transactions that fall under this system [3][4] Group 1: Related Party Definition - Related parties include both legal entities and natural persons that have a significant stake or control over the company [2][3] - Legal entities that are considered related parties include those that directly or indirectly control the company or hold more than 5% of its shares [2][3] - Natural persons classified as related parties include shareholders with over 5% ownership, directors, and senior management [2][3] Group 2: Related Transactions - Related transactions encompass various activities such as asset purchases, financial assistance, and management services [3][4] - The company must adhere to principles ensuring that transactions do not harm the interests of the company and non-related shareholders [4][5] - Written contracts must be established for all related transactions, ensuring clarity and mutual agreement [4][5] Group 3: Decision-Making Procedures - The decision-making process for related transactions requires avoidance measures to prevent conflicts of interest [5][6] - Related directors must abstain from voting on transactions where they have a conflict of interest [5][6] - Transactions exceeding certain monetary thresholds require board approval and may necessitate independent evaluations [6][7] Group 4: Disclosure and Reporting - The company is obligated to disclose related transactions in its annual and semi-annual reports, detailing the nature and impact of these transactions [8][9] - Transactions that occur frequently or involve significant amounts must be reported and approved according to established procedures [8][9] - The company must maintain records of related transaction decisions for a period of twenty years [11]