关联交易

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大中矿业: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-06-26 16:41
Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Dazhong Mining Co., Ltd, emphasizing the principles of integrity, equality, and fairness in such transactions to protect the interests of the company and its shareholders [1]. Group 1: Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company, potentially leading to biased interests [2]. - Related transactions encompass various activities such as asset purchases, sales, financial assistance, and management services, among others [3][4]. Group 2: Approval Authority and Decision-Making Procedures - Transactions exceeding 30 million yuan or involving guarantees must be approved by the shareholders' meeting [10]. - Transactions involving related natural persons over 300,000 yuan and related legal entities over 300 yuan, which also exceed 0.5% of the company's latest audited net assets, require board approval [14][27]. Group 3: Disclosure Requirements - Transactions exceeding 3 million yuan and 0.5% of the latest audited net assets must be disclosed after appropriate decision-making procedures [28]. - Transactions exceeding 30 million yuan and 5% of the latest audited net assets must be submitted for shareholders' meeting approval and disclosed accordingly [11]. Group 4: Execution of Related Transactions - Related transactions become effective upon signing and sealing the agreement after approval from the board or shareholders [23]. - Modifications or terminations of related transaction agreements require confirmation from the board or shareholders [24]. Group 5: Miscellaneous Provisions - The document specifies that the term "above" includes the number itself, while "exceed" does not [30]. - The board of directors is responsible for interpreting the regulations outlined in the document [31].
大中矿业: 关于购买资产暨关联交易的公告
Zheng Quan Zhi Xing· 2025-06-26 16:40
证券代码:001203 证券简称:大中矿业 公告编号:2025-082 债券代码:127070 债券简称:大中转债 大中矿业股份有限公司 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。 大中矿业股份有限公司(以下简称"公司"或"本公司")于 2025 年 6 月 《关于购买资产暨关联交易的议案》,关联董事牛国锋先生、林来嵘先生、林圃 生先生回避表决。具体情况如下: 一、关联交易概述 (一)交易基本情况 公司职能部门的行政人员主要集中在内蒙古包头市办公。随着公司业务规模 扩大、招聘人员逐年增多,以及分子公司间的人员调配,公司根据经营需要,拟 购买内蒙古众兴煤炭集团有限责任公司(以下简称"众兴煤炭")位于包头市的 办公楼部分楼层(以下简称"交易标的")作为行政人员的办公场所。本次购买 的楼层是公司在前期已经向众兴煤炭租赁的办公用房,本次购买该房产将有利于 减少公司与众兴煤炭之间的关联交易,交易存在必要性。经上海申威资产评估有 限公司出具的《资产评估报告》,房产价值 5,017.10 万元。以上述评估值为基 础,交易双方协商确定房产的最终作价为 5,017 万元。 ...
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].
*ST松发: 广东松发陶瓷股份有限公司2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-26 16:34
Core Viewpoint - The company is convening its second extraordinary general meeting of shareholders in 2025 to discuss several key proposals related to financing, transactions, and risk management following a significant asset restructuring [1][4]. Group 1: Daily Related Transactions - The company plans to increase the estimated amount for daily related transactions in 2025, which includes procurement of materials, equipment, and services from related parties, such as diesel, industrial gases, and software services [1][6]. - The total estimated amount for these daily related transactions is projected to be 142.9 million RMB, with actual transactions amounting to approximately 26.94 million RMB [5][6]. Group 2: Borrowing Proposal - The company intends to apply for a new borrowing limit of up to 15 billion RMB from its controlling shareholders and related parties to support daily operations and the development of newly acquired assets [6][8]. - This borrowing will have a maximum interest rate not exceeding the Loan Prime Rate (LPR) and will not require any form of guarantee [7][8]. Group 3: Guarantee Plan - A new guarantee plan is proposed with a total limit of 30 billion RMB for 2025, aimed at supporting the daily operations of the company and its subsidiaries [8][9]. - The guarantees will be exclusively for subsidiaries within the consolidated financial statements and will not involve related parties or joint ventures [9][10]. Group 4: Comprehensive Credit Facility - The company seeks to apply for a comprehensive credit facility of up to 50 billion RMB and 200 million USD to ensure smooth operations and reduce financing costs [12][13]. - This facility will cover various financial services, including loans and trade financing, with the final amount subject to approval by financial institutions [13]. Group 5: Foreign Exchange Derivatives - The company plans to engage in foreign exchange derivatives trading to mitigate risks associated with currency fluctuations, with an estimated maximum balance of 1 billion USD [14][15]. - This initiative is aimed at stabilizing the company's financial operations without speculative intentions [15]. Group 6: Entrusted Financial Management - The company proposes to conduct entrusted financial management with a maximum daily balance of 500 million RMB to enhance investment returns while ensuring operational safety [16]. - The management will be authorized to implement this plan within the approved limits and timeframe [16].
中力股份: 国泰海通证券股份有限公司关于浙江中力机械股份有限公司增加2025年度日常关联交易预计的核查意见
Zheng Quan Zhi Xing· 2025-06-26 16:30
Core Viewpoint - The company, Zhejiang Zhongli Machinery Co., Ltd., is increasing its expected daily related transactions for the year 2025, which has been approved by its board and supervisory committee, indicating a strategic move to enhance operational efficiency and business relationships [1][2][10]. Group 1: Daily Related Transactions Overview - The company has undergone a thorough review process for the increase in expected daily related transactions, which was approved in meetings held on June 26, 2025 [1][2]. - The total expected increase in daily related transactions amounts to 7,500 million yuan, with specific increases in various categories such as procurement and sales to related parties [2][9]. Group 2: Related Parties and Relationships - The related parties include Anhui Changjiu Intelligent Equipment Co., Ltd., Hangzhou Fenghe Technology Co., Ltd., and Zhejiang Keta Robot Co., Ltd., among others, with established ownership and management connections to the company [3][4][5][6][7]. - The company holds a 20% stake in Anhui Changjiu through its wholly-owned subsidiary, indicating a significant business relationship [3]. - Hangzhou Fenghe Technology is a 10% owned subsidiary, and Zhejiang Keta Robot is a 5% owned subsidiary, both of which are managed by individuals connected to the company [5][7]. Group 3: Financial Data and Performance - The related parties, including Changjiu Intelligent Equipment and Fenghe Technology, have not reported any financial data as they are newly established companies [8][9]. - The company emphasizes that all related transactions are necessary for its operational needs and will not adversely affect its independence or the interests of its shareholders [9][10]. Group 4: Pricing Policy and Transaction Justification - The pricing for the expected daily related transactions will adhere to fair market principles and will be negotiated based on market prices [9]. - The transactions are deemed necessary and reasonable for the company's ongoing business operations, supporting its growth and development [9][10].
中成股份: 中成进出口股份有限公司关于发行股份购买资产并募集配套资金暨关联交易的进展公告
Zheng Quan Zhi Xing· 2025-06-26 16:29
Group 1 - The company plans to issue shares to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. from China Technology Import and Export Group Co., Ltd. and raise supporting funds through issuing shares to no more than 35 specific investors [1][2] - The transaction is expected not to constitute a major asset restructuring but will be classified as a related party transaction, requiring approval from the board of directors, shareholders' meeting, and relevant regulatory authorities [2][3] - The company has completed the appointment of major intermediaries for the transaction, including China Galaxy Securities as the independent financial advisor and other firms for auditing, legal, and valuation services [3][4] Group 2 - The company’s stock was suspended from trading starting May 16, 2025, due to the planning of this transaction, and resumed trading on May 28, 2025, after the board approved the transaction proposal [2][3] - The formal plan for the transaction still requires approval from the board and shareholders, as well as registration or approval from regulatory authorities, which introduces uncertainty regarding the timing and outcome of these approvals [4]
海量数据: 海量数据关联交易管理办法
Zheng Quan Zhi Xing· 2025-06-26 16:23
北京海量数据技术股份有限公司 关联交易管理办法 北京海量数据技术股份有限公司 关联交易管理办法 二零二五年六月 北京海量数据技术股份有限公司 关联交易管理办法 目 录 北京海量数据技术股份有限公司 关联交易管理办法 第一章 总 则 第一条 为规范北京海量数据技术股份有限公司(以下简称"公司")的关联交 易行为,保证公司与关联方所发生关联交易的合法性、公允性、合理性,保证公司 和全体股东特别是中小股东的合法权益,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》 (以下简称"《股票上市规则》") 《上海证券交易所上市公司自律监管指引第 5 号——交易与关联交易》等有关法律、 法规、规范性文件及《北京海量数据技术股份有限公司章程》(以下简称"《公司 章程》")的有关规定,制定本办法。 第二条 公司关联交易应遵循以下基本原则: (一)诚实信用的原则; (二)平等、自愿、等价、有偿的原则; (三)公平、公正、公开的原则; (四)不损害公司和其他股东合法权益的原则; (五)公司董事会应当根据客观标准判断该关联交易是否对公司有利。 (一) 购买或者出售资产;(不含购买原材料、燃料和 ...
胜通能源: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-06-26 16:22
Core Viewpoint - The company establishes a set of regulations to ensure the fairness and legality of related party transactions, protecting the rights of shareholders and maintaining the company's independence [1][2]. Group 1: Related Parties and Transactions - Related parties include both legal entities and natural persons that have a significant control or ownership stake in the company, specifically those holding more than 5% of shares [3][4]. - 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 [4][5]. Group 2: Management and Approval Procedures - The company’s board of directors must review and approve related transactions exceeding 30 million yuan or those that provide guarantees to related parties, with additional requirements for transactions exceeding 3 million yuan [11][12]. - Independent directors must review related transactions before they are submitted to the board, ensuring that related directors abstain from voting [13][16]. Group 3: Disclosure Requirements - The company is required to disclose related transactions in its annual and semi-annual reports, detailing the nature of the transactions, involved parties, and pricing basis [30][31]. - Transactions that do not meet the approval thresholds may still require disclosure if deemed necessary by regulatory authorities [6][7]. Group 4: Special Provisions - The company cannot provide financial assistance to related parties, except under specific conditions where equal financial support is provided by other shareholders [20][21]. - Related transactions involving daily operations must be disclosed and approved based on estimated annual amounts, with significant changes requiring re-evaluation [30][31].
大中矿业:拟购买众兴煤炭办公楼部分楼层 作价5017万元
news flash· 2025-06-26 12:54
Core Viewpoint - The company has approved the purchase of office floors from Inner Mongolia Zhongxing Coal Group, with a total assessed value of 50.17 million yuan, which will enhance its office capacity and corporate image [1] Group 1: Transaction Details - The board and supervisory board of the company convened on June 26, 2025, to review and approve the purchase of certain floors of an office building located in Baotou City [1] - The office building consists of six floors, with an assessed value of 50.17 million yuan, and the final negotiated price is also set at 50.17 million yuan [1] - This transaction is classified as a related party transaction but does not constitute a major asset restructuring [1] Group 2: Financial Implications - The funding for this transaction will come from the company's own funds, and it does not involve personnel placement, compensation, or debt restructuring [1] - The transaction is expected to reduce the company's related party transactions with Zhongxing Coal and meet the growing office space needs of the company [1] - The price of the transaction is deemed fair and reasonable, and it will not have a significant impact on the company's financial status or operating results [1]
紫光国微:紫光集电计划溢价增资
Ge Long Hui· 2025-06-26 11:46
Group 1 - Unisoc plans to increase capital by 210 million yuan, with 116.67 million yuan allocated to registered capital and the remaining to capital reserves [1] - Shenzhen Guowei Electronics intends to waive part of its preferential subscription rights, subscribing for 187.79 million yuan [1] - Five employee co-investment platforms, consisting of company directors and senior management, will co-invest at the same share price [1] Group 2 - After the capital increase, the registered capital of Unisoc will rise from 50 million yuan to 166.67 million yuan [1] - The shareholding ratio of Shenzhen Guowei Electronics in Unisoc will decrease from 100% to 92.60% [1] - The transaction is classified as a related party transaction due to the involvement of company executives and their connections to the controlling shareholder [2]