关联交易管理
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万控智造: 万控智造:关联交易管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-09 16:11
Core Viewpoint - The document outlines the management system for related party transactions of Wan Control Intelligent Manufacturing Co., Ltd, emphasizing the need for fairness, legality, and transparency in transactions to protect the interests of the company, shareholders, and creditors, particularly minority investors [1][2]. Group 1: General Principles - The purpose of the related party transaction management system is to standardize decision-making processes and responsibilities, ensuring compliance with relevant laws and regulations [1]. - The company and its subsidiaries should minimize related party transactions and ensure their legality, necessity, reasonableness, and fairness [1][2]. Group 2: Responsibilities and Management - The Chairman of the Board is the primary responsible person for managing related party transactions, with other senior management also holding management responsibilities [2]. - The Audit Committee of the Board has the authority to inspect related party transactions independently or through the internal audit department [2]. Group 3: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant influence or control over the company [3][4]. - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares or serving as directors or senior management [3][4]. Group 4: Related Party Transactions - Related party transactions are defined as resource or obligation transfers between the company and its related parties, including various types of transactions such as asset purchases, financial assistance, and service provisions [10][11]. - The company must carefully assess whether a transaction constitutes a related party transaction and submit relevant information for approval before proceeding [5][11]. Group 5: Pricing Principles - Related party transactions should adhere to principles of honesty, equality, and fairness, with pricing based on national pricing, market prices, or negotiated agreements [12][13]. - The company must track market price and cost changes related to transactions and ensure that pricing does not deviate from independent third-party standards [12][13]. Group 6: Approval and Disclosure Procedures - Transactions exceeding specified monetary thresholds require Board approval and disclosure, with different thresholds for transactions with natural persons and legal entities [15][16]. - Related party transactions must be documented in written agreements that clearly outline terms, including pricing and payment methods [13][14]. Group 7: Responsibilities of the Board and Shareholders - Related directors must abstain from voting on related party transactions, ensuring that decisions are made by non-related directors [26][27]. - Shareholders with related interests must also disclose their relationships and abstain from voting on relevant matters [26][27]. Group 8: Monitoring and Compliance - The Audit Committee is responsible for overseeing the disclosure and compliance of related party transactions, ensuring that any irregularities are reported [30][31]. - The company must take protective measures if related parties are found to be misappropriating funds or assets [31]. Group 9: Information Disclosure - The company is required to disclose detailed information about related party transactions, including transaction parties, pricing policies, and the impact on the company's financial status [33][34]. - Disclosure must include the total amount of transactions with related parties during the year and any significant changes in agreements [34].
英科医疗: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-08 16:12
Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Yingke Medical Technology Co., Ltd, aiming to ensure fair pricing, compliance in decision-making processes, and protection of the rights of the company and its shareholders [1][2][3]. Group 1: Related Party Identification - Related parties include both legal entities and natural persons that have significant control or ownership over the company, such as those holding more than 5% of shares [4][5]. - The company must maintain an updated list of related parties and their relationships, which should be disclosed through the securities exchange [3][4]. Group 2: Transaction Procedures - Transactions with related natural persons exceeding 300,000 yuan must be submitted for board review and disclosure [11]. - Transactions with related legal entities exceeding 3 million yuan and constituting more than 0.5% of the company's latest audited net assets must also be submitted for board review [12][13]. Group 3: Decision-Making and Disclosure - Related transactions must be approved by a majority of independent directors and disclosed to shareholders [18][19]. - The company is required to disclose details of related transactions, including pricing policies, transaction amounts, and the rationale for engaging in such transactions [30][31]. Group 4: Pricing Policies - Related party transactions must be conducted at fair prices, referencing government pricing, market prices, or reasonable cost-plus methods [22][23]. - If no comparable market prices exist, the company must provide a rationale for the pricing method used [24][25]. Group 5: Special Provisions for Daily Transactions - Daily related transactions must follow specific approval processes, especially if they exceed estimated amounts during execution [26][27]. - Agreements for daily transactions lasting over three years must be re-evaluated every three years [28]. Group 6: Reporting and Compliance - The company must report related transactions in its annual and semi-annual reports, categorizing and summarizing the transactions [15][16]. - Any significant changes in transaction terms during execution must be reported and re-evaluated [26][27].
达威股份: 关联交易管理办法
Zheng Quan Zhi Xing· 2025-07-08 11:18
General Principles - The company aims to enhance the management of related party transactions, ensuring fairness and protecting the rights of all shareholders [1] - Related party transactions must be documented in written agreements, adhering to principles of equality, voluntariness, equivalence, and compensation [1][2] - The company’s board of directors must assess whether related party transactions are beneficial, potentially hiring independent evaluators if necessary [1][2] Definition of Related Parties - Related legal entities include those that directly or indirectly control the company, entities controlled by such parties, and those holding more than 5% of the company's shares [2] - Related natural persons include individuals holding more than 5% of shares, company directors, and their close family members [2][3] Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, and financial assistance [3][4] Pricing Principles for Related Transactions - Related party transactions must be conducted at fair prices, referencing government pricing or market prices when available [5][6] - If no comparable market prices exist, reasonable costs plus profit margins should be used to determine pricing [5][6] Decision-Making and Approval Procedures - Transactions below RMB 300,000 or 0.5% of the latest audited net assets can be approved by the general manager [7] - Transactions above these thresholds require board approval, with independent directors reviewing them first [7][8] Disclosure Requirements - The company must disclose details of related party transactions, including transaction summaries, pricing policies, and the impact on financial conditions [11][12] - Transactions exceeding RMB 30 million or 5% of net assets require shareholder approval after board review [8][9] Exemptions from Approval - Certain transactions, such as cash subscriptions for publicly issued securities or transactions at government-set prices, may be exempt from the usual approval and disclosure requirements [12][13] Implementation and Amendments - The guidelines will be implemented after approval by the company's shareholders and can be amended similarly [14]
正弦电气: 关联交易管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 11:18
Core Viewpoint - The document outlines the management system for related party transactions of Shenzhen Zengxian Electric Co., Ltd, aiming to ensure the legality, fairness, and reasonableness of such transactions, thereby protecting the rights and interests of shareholders, especially minority shareholders [1][2]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions refer to transactions between the company and its related parties, which may involve the transfer of resources or obligations [1][2]. - The company must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality in related party transactions [1][3]. - Related parties include individuals or entities that have significant influence or control over the company, such as shareholders holding more than 5% of shares, directors, and senior management [1][4]. Group 2: Internal Control and Approval Process - The company must maintain a list of related parties and ensure it is updated regularly to reflect accurate relationships [2][4]. - Related party transactions require approval from independent directors and must be disclosed to the board for review [4][5]. - Transactions exceeding certain thresholds (e.g., RMB 30,000 for individuals, RMB 1,000,000 for entities) must undergo specific approval processes and may require independent evaluations [5][14]. Group 3: Pricing and Disclosure Requirements - Related party transactions should be conducted at prices that do not deviate from market standards, and the pricing basis must be disclosed [10][14]. - The company is required to disclose details of related party transactions in its annual and semi-annual reports, including transaction amounts and the nature of the relationships involved [23][24]. - For significant transactions (e.g., over RMB 3,000,000), the company must obtain evaluations or audits from qualified intermediaries [14][15]. Group 4: Preventive Measures and Responsibilities - The company must implement measures to prevent the misuse of funds or assets by related parties [13][19]. - Independent directors are responsible for monitoring transactions and ensuring that the company is not adversely affected by related party dealings [13][18]. - In cases of potential losses due to related party transactions, the board must take protective actions, including legal measures [19][20].
天赐材料: 关联(连)交易管理制度(草案)
Zheng Quan Zhi Xing· 2025-07-07 16:23
Core Viewpoint - The company establishes a system for managing related party transactions to ensure fairness, transparency, and protection of the interests of all shareholders, especially minority investors [1][2]. Group 1: Related Party Transactions - Related party transactions are defined as the transfer of resources or obligations between the company and its related parties [1][2]. - The company categorizes related party transactions and follows relevant laws and regulations for approval and disclosure [2][3]. - Basic principles for related party transactions include equality, voluntary participation, fairness, and the avoidance of conflicts of interest by related parties during voting [2][3][4]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons as defined by the China Securities Regulatory Commission and relevant stock exchange rules [4][5]. - The company identifies related legal entities and natural persons based on specific criteria, including significant shareholders and family members of key personnel [5][6]. Group 3: Transaction Types and Pricing - Related party transactions encompass various types, including asset purchases, financial assistance, and joint investments [9][10]. - Pricing for related party transactions should follow national pricing, market prices, or negotiated prices, ensuring fairness and transparency [12][13]. Group 4: Approval and Disclosure Procedures - Transactions exceeding certain thresholds require board approval and timely disclosure to shareholders [13][18]. - The company must disclose details of related party transactions, including counterparties, transaction amounts, and pricing methods [17][19]. Group 5: Voting and Conflict of Interest - Related directors and shareholders must abstain from voting on matters involving related party transactions to prevent conflicts of interest [20][21]. - The company has established procedures for identifying and managing conflicts of interest among directors and shareholders [20][21]. Group 6: Implementation and Compliance - The system for managing related party transactions is effective upon approval by the company's shareholders and is subject to ongoing compliance with relevant regulations [30][29].
新 华 都: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-07 16:13
Core Points - The article outlines the management system for related party transactions of Xinhua Duh Technology Co., Ltd, emphasizing the importance of fairness, openness, and justice in transactions to protect the rights of shareholders and creditors, especially minority investors [1][2][3] 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 or having close familial relationships with key company personnel [2][4] Related Transactions - Related transactions encompass a wide range of activities, including asset purchases, financial assistance, guarantees, and various forms of investment and management agreements [4][5] Principles of Related Transactions - Related transactions must adhere to principles of equality, voluntariness, and fairness, ensuring that minority investors' rights are not compromised [6][9] Pricing of Related Transactions - The pricing of related transactions should primarily follow market prices, and the specific pricing methods must be clearly defined in the related transaction agreements [10][11] Approval Authority - Transactions with related natural persons under RMB 300,000 and with related legal entities under RMB 3 million or 0.5% of the latest audited net assets can be approved by the general manager [12][13] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions for minority shareholders in joint ventures, which require approval from non-related directors [14][15] Disclosure Obligations - The company must fulfill disclosure obligations for related transactions, especially those involving significant amounts or that deviate from standard practices [16][17] Decision-Making Procedures - The decision-making process for related transactions involves strict protocols, including the avoidance of participation by related parties in voting and the necessity for independent director approval [18][19] Compliance and Reporting - The company’s various departments are responsible for reporting and managing related transactions, ensuring compliance with established procedures and timely disclosures [20][21]
运达科技: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-07 13:11
Core Points - The article outlines the regulations and principles governing related party transactions for Chengdu Yunda Technology Co., Ltd, aiming to protect minority shareholders and ensure fairness in transactions [1][3][11] Group 1: Related Parties and Transactions - 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][4] - Related party transactions encompass various activities such as asset purchases, financial assistance, and management contracts, which involve the transfer of resources or obligations between the company and its related parties [6][7] Group 2: Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, voluntary agreement, and fairness, ensuring that pricing is in line with market standards [3][5] - The company is required to disclose the pricing basis for related party transactions and may need to hire independent evaluators for assessment [3][4] Group 3: Decision-Making and Approval Process - Transactions exceeding certain thresholds, such as 5% of net assets, require board approval and must be submitted to the shareholders' meeting for further approval [8][9] - The company must follow a structured decision-making process, including proposals from relevant departments and approval from independent directors [12][13] Group 4: Disclosure Requirements - The company must disclose details of related party transactions, including transaction summaries, pricing policies, and the impact on the company [18][19] - Annual and semi-annual reports should categorize and summarize daily related party transactions, ensuring transparency [7][18]
豫光金铅: 河南豫光金铅股份有限公司关联交易管理办法
Zheng Quan Zhi Xing· 2025-07-04 16:34
Core Viewpoint - The document outlines the management measures for related party transactions of Henan Yuguang Gold Lead Co., Ltd, aiming to standardize related party transaction behaviors, enhance operational compliance, and protect the legal rights of the company and its shareholders [2][3]. Group 1: General Principles - The purpose of the measures is to regulate related party transactions, improve the company's operational standards, and protect the rights of shareholders [2]. - Related party transactions must adhere to principles of fair pricing, compliance with decision-making procedures, and proper information disclosure [2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling relationship with the company [4][5]. - Legal entities that are considered related parties include those that directly or indirectly control the company or are controlled by the same entity as the company [4][5]. - Natural persons considered related parties include those holding more than 5% of the company's shares, company directors, and senior management [6][7]. Group 3: Reporting and Disclosure - Company directors, senior management, and shareholders holding more than 5% of shares must report related party lists and relationships to the board [4][10]. - Transactions with related natural persons exceeding 300,000 yuan and with related legal entities exceeding 3 million yuan must be approved by independent directors and disclosed [5][6]. Group 4: Decision-Making Procedures - Related party transactions must be reviewed and approved by the board and, in some cases, the shareholders' meeting, especially for significant transactions [6][12]. - Independent directors must approve related party transactions before submission to the board for review [12][13]. Group 5: Exemptions from Procedures - Certain transactions, such as those providing unilateral benefits without consideration, may be exempt from the usual review and disclosure requirements [14][15]. - Transactions that do not exceed specified thresholds may also be exempt from detailed procedures [14][15]. Group 6: Implementation and Amendments - The measures will take effect after approval by the company's shareholders' meeting and will replace previous related party transaction management measures [16].
芳源股份: 芳源股份关联交易管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-04 16:22
Core Viewpoint - The document outlines the management system for related party transactions of Guangdong Fangyuan New Materials Group Co., Ltd, aiming to ensure that such transactions are legal, fair, and reasonable, thereby protecting the rights of shareholders, especially minority investors [1][2]. Group 1: General Principles - The company aims to minimize non-routine related party transactions and ensure that transaction prices are determined based on fairness, justice, and market standards [1][2]. - Related party transactions must be disclosed in accordance with relevant regulations, and related directors and shareholders must abstain from voting [1][2][9]. Group 2: Definition of Related Parties - Related parties include individuals or entities that can control or significantly influence the company, such as shareholders holding more than 5% of shares, directors, and senior management [2][5]. - The company must assess the control and influence of related relationships and make decisions that do not harm its interests [5][8]. Group 3: Types of Related Transactions - Related transactions encompass a variety of activities, including asset purchases, investments, guarantees, and management services [5][10]. - Specific thresholds for transactions requiring board or shareholder approval are established, such as transactions exceeding 3 million RMB or 1% of total assets [6][7]. Group 4: Management Procedures - The decision-making authority for related transactions is defined, requiring independent board approval for significant transactions and shareholder approval for larger ones [6][7][9]. - Related parties must abstain from voting on transactions to ensure impartiality in decision-making [9][19]. Group 5: Disclosure Requirements - The company is required to disclose related transactions exceeding 300,000 RMB or 0.1% of total assets promptly [11][21]. - Annual reports must summarize related transactions, and any significant changes in transaction agreements must be disclosed [11][22].
沪光股份: 关联交易管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-03 16:15
昆山沪光汽车电器股份有限公司 关联交易管理制度 第一章 总则 第一条 为保证昆山沪光汽车电器股份有限公司(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》、《上海证券交易所股票上市规则》等有关法律、法规、规范 性文件及《昆山沪光汽车电器股份有限公司章程》(以下简称"《公司章程》") 的有关规定,结合公司实际情况,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》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。 第五条 公司股东、董事、高级管理人员不得利用其关联关系损害公司利益。 违反规定的,给公司造成损失的,应当承担赔偿责任。 第二章 关联交易及关联人 第六条 关联关系,是指公司控股股东、实际控制人、董事、高 ...