关联交易

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金字火腿: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-06-30 16:24
General Principles - The company establishes a system to ensure that related party transactions are conducted fairly, justly, and transparently, protecting the interests of the company and all shareholders [1] - Related party transactions include the transfer of resources or obligations between the company and its controlling subsidiaries and related parties [1] Related Parties and Transactions - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those controlling 5% or more of the company's shares [1][3] - The types of related party transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and various other agreements that may transfer resources or obligations [2] Decision-Making Procedures - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [4][8] - Transactions over 30,000 RMB with natural persons or 3,000,000 RMB with legal entities that exceed 0.5% of the company's latest audited net assets must be approved by a majority of independent directors [4] Disclosure and Approval Requirements - Transactions exceeding 30,000,000 RMB and 5% of the company's latest audited net assets require independent evaluation and disclosure of the audit or assessment report [4] - Related directors must abstain from voting on transactions, and a majority of non-related directors must be present for the meeting to proceed [5][6] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions for affiliated companies under certain conditions [7] - Guarantees provided to related parties must be approved by a majority of non-related directors and submitted for shareholder approval [7] Daily Related Transactions - For frequent daily transactions, the company can estimate annual amounts and must disclose any amounts exceeding these estimates [10][23] - The company must disclose the nature of related transactions, including parties involved, transaction details, and pricing basis [25] Exemptions from Obligations - Certain transactions, such as cash subscriptions for public offerings or transactions under equal conditions with non-related parties, may be exempt from some obligations [11]
腾亚精工: 股票交易异常波动公告
Zheng Quan Zhi Xing· 2025-06-30 16:24
Group 1 - The company's stock experienced abnormal trading fluctuations, with a cumulative price increase deviation of 30% over three consecutive trading days from June 26 to June 30, 2025 [1] - The board of directors conducted inquiries to verify the situation regarding the stock price fluctuations and confirmed the existence of undisclosed significant information related to the increase in expected daily related transactions for 2025 [1][2] - The company announced an increase in expected daily related transaction amounts, with a total of 46 million yuan for sales to Anhui Tengya Robot Co., Ltd. and 5 million yuan for sales to Nanjing Tengya Electromechanical Equipment Sales Co., Ltd. [2] Group 2 - The total expected related transaction amount with Anhui Robot will not exceed 60 million yuan, and with Tengya Electromechanical, it will not exceed 20 million yuan [2] - The expected amounts for these related transactions are based on the intentions of overseas customers, and the actual amounts may vary due to the changing international trade environment [2] - The board confirmed that there are no undisclosed significant matters related to the company that should be disclosed according to the Shenzhen Stock Exchange rules [2]
长白山: 长白山旅游股份有限公司2025年第二次临时股东会材料
Zheng Quan Zhi Xing· 2025-06-30 16:12
长白山旅游股份有限公司 2025 年第二次临时股东会材料 长白山旅游股份有限公司 会议资料 中国·吉林 二〇二五年六月 长白山旅游股份有限公 司 2025 年第 二次临时股东会材料 议案一:关于公司与控股股东的参股公司签订人力资源服务劳务外包协议暨关联 长白山旅游股份有限公司 2025 年第二次临时股东会材料 召集人:董事会 主持人:王 昆 召开方式:本次股东会所采用现场投票和网络投票相结 合的方式。采用上海证券交易所网络投票系统,通过交易系 统投票平台的投票时间为股东会召开当日的交易时间段,即 台的投票时间为股东会召开当日的 9:15-15:00。 会议议程 一、主持人宣布大会开始 二、宣布现场参会股东和股东代表人数及所代表股份数 三、介绍公司董事、监事、高级管理人员、见证律师及 一、长白山旅游股份有限公司 2025 年第二 次临时股东会议程 时 间:2025 年 7 月 9 日 14 点 地 点:长白山旅游股份有限公司三楼会议室 其他人士的出席情况 四、推选计票人和监票人,宣读议案审议及表决办法 五、宣读和审议议案 劳务外包协议暨关联交易的议案 长白山旅游股份有限公司 2025 年第二次临时股东会材料 六 ...
视觉中国: 关于签订房屋租赁合同暨关联交易的公告
Zheng Quan Zhi Xing· 2025-06-30 16:11
证券代码:000681 证券简称:视觉中国 公告编号:2025-033 视觉(中国)文化发展股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚假 记载,误导性陈述或重大遗漏。 视觉(中国)文化发展股份有限公司(以下简称"公司"或"本公司")于 2025 年 6 月 30 日召开第十一届董事会第二次会议,审议通过了《关于签订房屋租赁 合同暨关联交易的议案》,现就相关事项公告如下: 一、关联交易概述 公司根据经营发展需要,为满足公司长期发展对经营场所的需求,公司拟与 北京宏瑞达科科技有限公司(以下简称"宏瑞达科")签订《租赁协议》及《物 业服务合同》,租赁其位于北京市朝阳区酒仙桥北路甲 10 号院 204 号楼第 2 层及 年 10 月 31 日签订的《租赁协议》及《物业服务合同》,其租赁位置位于北京市 朝阳区酒仙桥北路甲 10 号院 204 号楼第 2 层东区及 5 层,租赁房屋建筑面积 公司拟与宏瑞达科签订的《租赁协议》及《物业服务合同》,租赁房屋建筑 面积 3335.8 平方米,租赁期限 3 年,自 2025 年 7 月 1 日至 2028 年 6 月 30 日; 租金每年人民币 ...
拿到标的控股权就“收手”?东软集团终止募资收购关联方剩余股权
Mei Ri Jing Ji Xin Wen· 2025-06-30 14:35
Core Viewpoint - Neusoft Group has terminated its plan to issue shares for asset acquisition and related fundraising, despite previously announcing intentions to acquire a 43% stake in Shanghai Simcere Technology Co., Ltd. from its major shareholder, Neusoft Holdings [1][2]. Group 1: Transaction Details - On December 30, 2024, Neusoft Group announced plans to acquire a 43% stake in Simcere Technology through share issuance and to raise supporting funds [2]. - The transaction was deemed a related party transaction as Neusoft Holdings is the largest shareholder of Neusoft Group, holding 14.47% of shares [2]. - Neusoft Group decided to terminate the transaction on June 30, 2025, citing a lack of consensus on transaction terms and changes in market conditions since the initial planning [4]. Group 2: Financial Performance of Simcere Technology - Simcere Technology reported an unaudited revenue of 945 million yuan and a net profit of 35.9 million yuan for the year ending December 31, 2024 [2]. - The company experienced a negative net cash flow from operating activities of 67.4 million yuan in 2024 [2]. Group 3: Ownership Structure and Valuation - The ownership structure of Simcere Technology includes Shanghai Ruiying Talent Technology Group holding 46%, Neusoft Holdings holding 43%, and Tianjin Ruiyi Enterprise Management Consulting Center holding 11% [3]. - The total equity of Simcere Technology was valued at 697 million yuan, reflecting an increase of 389 million yuan (126.27% increase) compared to its book value of 308 million yuan [5]. Group 4: Current Status of Neusoft Group - Neusoft Group has successfully acquired a 57% stake in Simcere Technology through a cash transaction completed on May 30, 2025, making it a controlled subsidiary [1][5]. - The company reported that the termination of the 43% stake acquisition will not adversely affect its operational and financial status [4].
苏大维格(300331.SZ):拟放弃控股子公司少数股权优先购买权
Ge Long Hui· 2025-06-30 14:25
本次股权转让的受让方陈愉系公司控股股东、实际控制人陈林森先生之女,转让方视讯通系陈愉独资控 制的企业;受让方王国栋为公司职工代表董事,根据《深圳证券交易所创业板股票上市规则》等相关法 律、法规及规范性文件的规定,公司放弃本次股权转让的优先购买权事项构成关联交易。 格隆汇6月30日丨苏大维格(300331.SZ)公布,公司持股51.33%的控股子公司苏州迈塔光电科技有限公司 (以下简称"迈塔光电")少数股东苏州视讯通科技有限公司(以下简称"视讯通")拟将其持有的迈塔光 电48.67%股权(对应迈塔光电注册资本2,920.00万元,其中2,070.00万元已经实缴出资,850.00万元尚未 实缴出资)以2,070.00万元对价转让给自然人陈愉、王国栋、王挺、方月。其中,陈愉以2,070.00万元对 价受让迈塔光电注册资本2,070.00万元(已全部实缴出资),对应迈塔光电股权比例为34.50%;王国栋 以0元对价受让迈塔光电注册资本500.00万元(尚未实缴出资),对应迈塔光电股权比例为8.33%;王挺 以0元对价受让迈塔光电注册资本250.00万元(尚未实缴出资),对应迈塔光电股权比例为4.17%;方月 以0元 ...
锦盛新材遭证监会立案调查 或涉IPO募投项目关联交易追认
Zheng Quan Ri Bao Wang· 2025-06-30 14:15
Core Viewpoint - Zhejiang Jinsong New Materials Co., Ltd. is under investigation by the China Securities Regulatory Commission (CSRC) for suspected violations of information disclosure regulations, leading to a significant drop in its stock price and market capitalization [1][2]. Group 1: Investigation and Market Reaction - On June 27, the company received a notice from the CSRC regarding the investigation, which resulted in a 20.02% decline in its stock price, closing at 13.18 yuan per share and a market value of 1.977 billion yuan on June 30 [1]. - The company acknowledged that the investigation is related to previously recognized related party transactions [1]. Group 2: Related Party Transactions - The company announced a related party transaction involving a construction contract with Zhejiang Hongxiang Construction Engineering Co., Ltd., initially valued at 118 million yuan, which was later increased to 150 million yuan due to changes in project scope [2]. - The project, aimed at producing 60 million cosmetic packaging containers annually, was a modification of a previous IPO fundraising project [2]. - The company stated that the pricing of the contract was reviewed for fairness by a third-party institution, although it did not disclose the subcontracting price to the actual contractor [2]. Group 3: Legal and Compliance Implications - Legal experts indicated that if the CSRC confirms the violations, the company could face penalties ranging from 1 million to 10 million yuan, and responsible personnel could also be fined [3]. - The delay in recognizing the related party transaction suggests systemic failures in the company's internal control mechanisms, which could harm both the company and its shareholders [3]. Group 4: Project Viability Concerns - The company faced inquiries from the Shenzhen Stock Exchange regarding the viability of its projects, particularly the underperforming "annual production of 4.5 million sets of cosmetic packaging containers" project, which reported losses from 2021 to 2023 [4]. - In response, the company claimed that the feasibility of the new project had been thoroughly evaluated and that it was taking measures to expand its market [4][5].
东航物流:拟与东航股份续签货运物流框架协议
news flash· 2025-06-30 09:25
Group 1 - The company Eastern Airlines Logistics (601156) plans to renew the "Daily Related Transaction Framework Agreement for Cargo Logistics" with Eastern Airlines Co., Ltd. The agreement will be effective from January 1, 2026, to December 31, 2028 [1] - The proposal is subject to approval at the company's shareholders' meeting [1] Group 2 - As of December 31, 2024, Eastern Airlines Co., Ltd. has total assets of 276.6 billion yuan, net assets attributable to shareholders of the parent company amounting to 40.532 billion yuan, and an operating income of 132.12 billion yuan for the fiscal year 2024 [1] - The net profit attributable to shareholders of the parent company for 2024 is reported at -4.226 billion yuan [1]
久远银海: 关于关联交易的公告
Zheng Quan Zhi Xing· 2025-06-29 16:06
Group 1 - The company, Sichuan Jiuyuan Yinhai Software Co., Ltd., is set to enter into a procurement contract with a subsidiary of the China Engineering Physics Research Institute, with a total contract value of approximately 8.43 million yuan [1][3] - The China Engineering Physics Research Institute, established in 1958, is a key national military research institute focused on advanced defense science and technology [2] - The procurement contract was determined through a competitive negotiation process, ensuring fair pricing and compliance with market principles [3][4] Group 2 - The company has reported a total of 1.644 million yuan in various related transactions with the same related party from the beginning of the year to the disclosure date [3] - Independent directors have reviewed the related transaction and unanimously agreed that it aligns with the company's operational situation and does not harm the interests of shareholders [4]
飞马国际: 第七届董事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-06-29 16:05
Core Viewpoint - The company is taking steps to address previous shareholder meeting decisions by resubmitting proposals for approval, which are aimed at ensuring compliance with performance commitments and enhancing shareholder interests [1][2][3]. Group 1: Shareholder Meeting Decisions - The company held its sixth meeting of the seventh board on June 27, 2025, with all five directors present, and the meeting complied with legal and regulatory requirements [1]. - The board decided to resubmit the proposal regarding the performance commitment fulfillment to the upcoming shareholder meeting, as it was not approved in the previous meeting held on May 22, 2025 [1]. - The board believes that the resubmission will help ensure that investors fulfill their commitments and protect the interests of minority shareholders [1]. Group 2: New Related Transactions - The company plans to propose a new daily related transaction with its controlling shareholder, with an estimated business scale not exceeding RMB 80 million, effective from the approval date until the next annual shareholder meeting [3]. - This proposal has been reviewed and approved by the independent directors before being submitted to the board for further consideration [3]. Group 3: Upcoming Shareholder Meeting - The company has scheduled its second extraordinary shareholder meeting for July 15, 2025, to review the proposals submitted by the board [3][4]. - The voting results for the proposals indicate unanimous support from the directors present, with no abstentions or objections [2][4].