关联交易管理
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奇精机械: 关联交易管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Viewpoint - The document outlines the management system for related party transactions of Qijing Machinery Co., Ltd, emphasizing the need for legality, necessity, reasonableness, and fairness in such transactions to protect the rights of the company and its shareholders [1][2]. Group 1: General Principles - The company aims to regulate related party transactions to ensure their legality and fairness, following relevant laws and regulations [1]. - Related party transactions should be priced fairly, with compliance in decision-making processes and information disclosure [2]. - Transactions with controlling shareholders or actual controllers must adhere to principles of equality, voluntariness, equivalence, and compensation [1][2]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [6][7]. - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares [6][7][8]. Group 3: Reporting and Disclosure - The board of directors' audit committee is responsible for overseeing related party transaction controls and management [2]. - Related party transactions must be disclosed in both temporary and periodic reports, adhering to the stock exchange's rules [2][5]. - The company must maintain a list of related parties and their relationships, updating it regularly [5][12]. Group 4: Decision-Making Procedures - Transactions exceeding certain monetary thresholds require board and shareholder approval, with specific amounts set for natural and legal persons [19][20]. - Independent directors must review related party transactions, ensuring that related directors abstain from voting [31][32]. Group 5: Pricing and Fairness - Related party transactions must be conducted under written agreements that specify pricing policies, ensuring that prices are fair and reflect market conditions [34][36]. - Various pricing methods are outlined, including cost-plus and comparable market prices, to ensure fairness in transactions [36][37]. Group 6: Special Provisions for Daily Transactions - Daily related party transactions must follow specific decision-making and disclosure obligations, with provisions for estimating total transaction amounts [52][54]. - Agreements for daily transactions exceeding three years must undergo re-evaluation and approval every three years [59]. Group 7: Exemptions from Disclosure - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from standard disclosure requirements [64][65]. - Transactions involving state secrets or commercial secrets may also be exempt from disclosure under specific conditions [66][67].
北汽蓝谷: 关联交易管理办法
Zheng Quan Zhi Xing· 2025-09-05 12:20
Core Points - The article outlines the management of related party transactions for Beijing Automotive Blue Valley New Energy Technology Co., Ltd, emphasizing the need for fairness, transparency, and compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The company aims to standardize the management of related party transactions to protect the interests of all shareholders and ensure compliance with laws such as the Company Law and Securities Law of the People's Republic of China [1][2] - Related party transactions must adhere to principles of honesty, benefit to company development, fairness, voluntary nature, and avoidance of conflicts of interest in voting [4][5] Group 2: Definition and Types of Related Party Transactions - Related party transactions are defined as the transfer of resources or obligations between the company, its subsidiaries, and related parties, including both daily and non-daily transactions [3][5] - Daily related party transactions include purchasing raw materials, selling products, providing or receiving services, and other transactions related to daily operations [5] - Non-daily related party transactions encompass asset purchases or sales, external investments, financial assistance, guarantees, and other significant transactions outside of daily operations [5][8] Group 3: Reporting and Approval Procedures - Company directors, senior management, and shareholders holding more than 5% of shares must report related party relationships and transactions to the board of directors [6][13] - Daily related party transactions exceeding certain thresholds must be submitted for board or shareholder approval and disclosed accordingly [9][10] - Non-daily related party transactions that meet specified financial thresholds require approval from independent directors and must be disclosed to shareholders [13][14] Group 4: Management Responsibilities - The financial management department is responsible for managing daily related party transactions, while the capital operation department oversees non-daily transactions [20][21] - The legal compliance department reviews related party contracts to mitigate legal risks [21] - The board of directors must ensure that related directors abstain from voting on transactions to maintain objectivity [30][31] Group 5: Pricing and Fairness - Related party transactions must be conducted at fair market prices, and any significant changes in transaction terms require re-approval [26][27] - Independent directors can seek external financial advice to assess the fairness of transaction pricing [28]
长青股份: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-09-05 10:16
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]. Group 1: Related Party Definition - Related parties include both legal entities and natural persons that have significant control or ownership over the company, specifically those holding more than 5% of shares [2][3]. - The company must maintain a list of related parties and their relationships, which should be updated regularly [3][4]. Group 2: Related Party Transactions - Related party transactions encompass various activities such as asset purchases, sales, financial assistance, and management services [4][5]. - All related party transactions must be documented through written contracts that adhere to principles of equality and fairness [5][6]. Group 3: Decision-Making and Disclosure Procedures - Transactions below certain thresholds can be approved by the general manager, while larger transactions require independent board approval and timely disclosure [6][7]. - Transactions exceeding 30,000 yuan or 3 million yuan, and those impacting net assets significantly, must undergo rigorous review and disclosure processes [7][8]. Group 4: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, with specific exceptions for minority-owned subsidiaries under strict conditions [8][9]. - Guarantees for related parties require approval from a majority of non-related directors and must be disclosed to shareholders [9][10]. Group 5: Compliance and Reporting - The company must report related party transactions in annual and semi-annual reports, detailing the nature and terms of these transactions [10][11]. - Any changes in the nature of related party transactions or significant deviations from expected amounts must be disclosed promptly [11][12]. Group 6: Miscellaneous Provisions - The company must adhere to national laws and regulations regarding related party transactions, with the board responsible for revisions and interpretations of these rules [12][13]. - Any funds provided to related parties must be strictly regulated to prevent misuse or misallocation [13][14].
华恒生物: 关联交易管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Points - The document outlines the management system for related party transactions of Anhui Huaheng Biotechnology Co., Ltd, aiming to standardize transactions and protect the interests of the company and its shareholders [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1] - The company should take measures to regulate related party transactions to minimize and avoid them [1] Group 2: Definition of Related Parties - Individuals or entities that control the company directly or indirectly, hold more than 5% of shares, or are company directors or senior management are considered related parties [2][3] - Related transactions include asset purchases or sales, external investments, project transfers, and other transactions that may lead to resource or obligation transfers [3][4] Group 3: Decision-Making Procedures - Related directors must abstain from voting on related party transactions, and decisions require a majority of non-related directors [4][5] - Related shareholders must also abstain from voting, and their shares will not count towards the total valid votes [5][6] Group 4: Approval and Disclosure Requirements - Transactions exceeding certain thresholds must be approved by independent directors and disclosed [6][7] - Transactions with related individuals over 300,000 yuan or with related entities exceeding 0.1% of total assets or 3 million yuan require board approval [6][7] Group 5: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions [8][9] - Guarantees for related parties require approval from a majority of non-related directors and must be disclosed to shareholders [7][8] Group 6: Compliance and Accountability - The company must take protective measures against losses caused by related parties and hold responsible individuals accountable [11][12] - Financial management must adhere to strict regulations when dealing with related parties to prevent misuse of company resources [12][14] Group 7: Miscellaneous Provisions - The document specifies that the term "above" includes the stated number, while "below" and "exceed" do not [15] - The market value for related transaction disclosures is defined as the average closing market value over the 10 trading days prior to the disclosure [15]
海油工程: 海油工程关联交易管理办法
Zheng Quan Zhi Xing· 2025-09-04 11:14
Core Viewpoint - The article outlines the management measures for related party transactions of CNOOC Engineering Co., Ltd., emphasizing the need for fairness, transparency, and protection of shareholders' rights in such transactions [1][2]. Group 1: General Principles - The purpose of the management measures is to standardize related party transactions, ensuring they are fair and in compliance with relevant laws and regulations [1]. - Related party transactions include various forms of resource or obligation transfers between the company and its related parties [2][3]. Group 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 holding more than 5% of shares [3][4]. - Specific criteria are established to identify related legal entities and natural persons, including control relationships and familial ties [4][5]. Group 3: Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and the protection of non-related shareholders' rights [5][6]. - The company must evaluate the necessity and reasonableness of transactions, ensuring that pricing is based on adequate benchmarks [9][10]. Group 4: Decision-Making and Disclosure Procedures - Major related party transactions require approval from independent directors and must be reviewed by the audit committee [12][13]. - Related directors must abstain from voting on transactions to avoid conflicts of interest [6][7]. Group 5: Specific Transaction Requirements - Transactions exceeding 3 million yuan and accounting for more than 0.5% of the company's net assets must be disclosed [15][16]. - Transactions involving related parties that exceed 30 million yuan and account for over 5% of net assets require shareholder meeting approval [17][18]. Group 6: Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions outlined [19][20]. - Guarantees provided to related parties must also undergo rigorous approval processes to ensure compliance with regulations [22][23]. Group 7: Daily Operations and Reporting - Daily related party transactions must be disclosed in annual and semi-annual reports, with significant changes requiring re-evaluation and approval [28][29]. - The company can estimate annual transaction amounts for daily operations, but must disclose any significant deviations from these estimates [30][31].
星宸科技: 关联(连)交易管理制度(草案)(H股发行上市后适用)
Zheng Quan Zhi Xing· 2025-09-04 11:14
星宸科技股份有限公司 关联(连)交易管理制度 (草案) (H 股发行上市后适用) 第一章 总则 第一条 为了更好地规范星宸科技股份有限公司(以下简称"公司")内部关 联(连)交易决策,完善公司内部控制制度,保护全体股东的合法权益,本公司 根据《中华人民共和国公司法》 (以下简称"《公司法》") 司自律监管指引第 7 号——交易与关联交易》 (以下简称"《交易与关联交易规 则》" 、《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 )《香港联合交易所有限公司证券上市规则》 (以下简称"《香港联交所上市 规则》")等相关法律、行政法规、公司股票上市地证券监管机构的规则及《星 宸科技股份有限公司章程》 (以下简称"《公司章程》")及有关规定,制定本管 理制度。 第二条 公司对关联(连)交易实行分类管理,按照相关法律法规以及《创业 板上市规则》 《香港联交所上市规则》的规定认定关联人以及关连人士范围,并 按照相关规定履行关联(连)交易的审批、信息披露等程序。如某项交易既属于 与中国证券监督管理委员会(以下简称"中国证监会" )及深圳证券交易所(以 下简称"深交所" ...
极米科技: 关联(连)交易管理制度(草案)(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
极米科技股份有限公司 关联(连)交易管理制度 (草案) (H 股发行上市后适用) 第一章 一般规定 第一条 为充分保障中小股东的利益,保证公司关联(连)交易的公允性, 确保公司的关联(连)交易行为不损害公司和全体股东的利益,使公司的关联 (连)交易符合公平、公正、公开的原则,根据《中华人民共和国公司法》《中 华人民共和国证券法》《上海证券交易所科创板股票上市规则》(以下简称"《科 创板股票上市规则》")《香港联合交易所有限公司证券上市规则》(以下简称 "《香港联交所上市规则》")等有关法律、法规、规范性文件及《极米科技 股份有限公司章程》(以下简称"《公司章程》")的有关规定,并参照有关上 市公司的规定,结合公司实际情况,制订本制度。 第二条 关联(连)人 公司关联(连)人包括(1)根据中国证监会相关规定及《科创板股票上 市规则》定义的关联(连)法人(或者其他组织)和关联(连)自然人;和(2) 根据《香港联交所上市规则》第 14A 章定义的关连人士。 (一)根据《科创板股票上市规则》,关联(连)法人和关联(连)自然 人,指具有下列情形之一的自然人、法人或其他组织: 庭成员,包括配偶、年满 18 周岁的子女及其 ...
三人行: 三人行:关联交易管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Viewpoint - The document outlines the management measures for related party transactions of Sanrenxing Media Group Co., Ltd, emphasizing fairness, transparency, and the protection of shareholders' interests, particularly those of minority investors [1][2]. Summary by Sections General Principles - The related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1]. - Related parties with voting rights at shareholder meetings should abstain from voting on related transactions, except in special circumstances [1]. - The board of directors must assess whether related transactions are beneficial to the company, potentially seeking independent evaluations [1]. Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company [2]. - Related transactions encompass various activities such as asset purchases, investments, and financial assistance [3][6]. Pricing and Management of Related Transactions - Written agreements must be established for related transactions, specifying pricing policies [4]. - Pricing should be fair and based on government pricing, market prices, or reasonable costs plus profit [5]. - Various pricing methods are outlined, including cost-plus, resale price, and comparable uncontrolled price methods [5]. Procedures and Disclosure - Transactions exceeding certain thresholds require board approval and timely disclosure [8]. - For significant transactions, independent evaluations or audits must be conducted [8]. - The company must disclose detailed information about related transactions, including pricing policies and the rationale behind them [12][21]. Special Regulations for Premium Purchases - If the purchase price of related party assets exceeds 100% of the book value, the company must provide a profit forecast report and facilitate shareholder participation in decision-making [19][20]. Miscellaneous Provisions - Related transactions involving the company's subsidiaries are treated as the company's transactions and must comply with the same approval and disclosure requirements [23]. - The document specifies that all records related to decision-making on related transactions must be maintained for at least 10 years [23].
药明康德: 2025年第二次临时股东大会会议材料
Zheng Quan Zhi Xing· 2025-09-02 10:26
Group 1 - The company is holding a shareholders' meeting to ensure the legal rights of all shareholders and maintain order and efficiency during the meeting [1][2] - Only authorized representatives, directors, supervisors, and invited personnel are allowed to attend the meeting, while others may be refused entry [1][3] - Shareholders have the right to speak, consult, and vote, but must register in advance and limit their speaking time to three minutes [2][3] Group 2 - The company proposes to cancel the supervisory board, transfer its powers to the audit committee of the board, and amend the company’s articles of association accordingly [5][6] - The registered capital of the company will change from 2,887,992,582 yuan to a new amount, reflecting changes in share structure [6] - The company plans to revise part of its corporate governance system to comply with updated regulations from the China Securities Regulatory Commission [6][8] Group 3 - The company seeks authorization for its investment department to dispose of its listed shares, with a total transaction amount not exceeding 15% of the latest audited net assets attributable to shareholders [9][8] - The authorization is valid for 12 months from the date of approval by the board or until the next annual meeting [9] - The company has already disposed of some shares under this authorization, and the impact on performance will be assessed cautiously [9]
甬金股份: 关联交易管理办法(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Points - The document outlines the management measures for related party transactions of Yongjin Technology Group Co., Ltd, aiming to ensure fairness and protect the rights of all shareholders [1][2][3] Group 1: General Principles - The management measures are established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The measures are binding on shareholders, directors, senior management, and other personnel [2] - Related party transactions must be documented in written agreements that adhere to principles of equality, voluntariness, equivalence, and compensation [3] Group 2: Content of Related Party Transactions - Related party transactions include resource or obligation transfers between the company and its controlling subsidiaries with related parties, covering various activities such as asset purchases, investments, and financial assistance [6][7] - Related parties include both legal entities and natural persons that meet specific criteria, such as controlling the company or holding significant shares [8][9] Group 3: Avoidance of Related Directors and Shareholders - Directors involved in related transactions must abstain from voting, and meetings can proceed with a majority of non-related directors [11] - Related shareholders must also abstain from voting on related transactions, ensuring that their voting rights do not count towards the total [12][13] Group 4: Execution of Related Party Transactions - All related party transactions requiring shareholder approval must be executed according to the decisions made by the shareholders [17] - Written agreements for related transactions must be clear and specific, and any significant changes to these agreements require re-approval [18] Group 5: Disclosure and Approval of Related Party Transactions - Transactions with related natural persons must be disclosed and submitted for board review if they exceed certain thresholds [19][20] - The company is prohibited from providing financial assistance to related parties unless specific conditions are met, including approval from non-related directors [22][23] Group 6: Reporting and Documentation - The company must submit various documents related to related party transactions, including announcements, agreements, and board resolutions [26][27] - Disclosure of related transactions must include details on pricing policies, transaction purposes, and the impact on the company's financial status [28][29]