关联交易管理
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和林微纳: 关联(连)交易管理制度(草案)
Zheng Quan Zhi Xing· 2025-09-01 13:08
Core Viewpoint - The company is enhancing its corporate governance structure to ensure independent and scientific decision-making, thereby protecting the rights of all shareholders, especially minority shareholders [1][2]. Summary by Sections Corporate Governance - The company aims to improve its governance structure in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the listing rules of the Shanghai Stock Exchange and Hong Kong Stock Exchange [1][2]. Related Party Transactions - Related party transactions must adhere to principles of honesty, legality, necessity, reasonableness, and fairness [2]. - Written agreements are required for related party transactions, ensuring equality, voluntariness, equivalence, and compensation [2]. - Directors and shareholders with any interest in related party transactions must abstain from voting on related matters [3]. Approval and Disclosure Requirements - Transactions with related parties that exceed certain thresholds must be submitted for board approval and disclosed promptly [5][6]. - Transactions involving natural persons exceeding 300,000 yuan or transactions with legal persons that account for over 0.1% of the company's total assets or market value must be disclosed [5]. - For transactions exceeding 30 million yuan or 1% of total assets or market value, an evaluation or audit report is required [6][4]. Board and Shareholder Meeting Procedures - Related directors must abstain from voting on related party transactions, and a majority of non-related directors must be present for the board meeting [7]. - Related shareholders must also abstain from voting during shareholder meetings concerning related party transactions [7][9]. Financial Assistance and Pricing - The company is prohibited from providing financial assistance to related parties, except under specific conditions [12]. - Pricing for daily related party transactions should reference market fair prices and be mutually agreed upon [13]. Reporting and Compliance - The company must categorize and disclose daily related party transactions in annual and interim reports [8]. - Independent directors must approve related party transactions before board meetings, and their consent must be disclosed in announcements [14]. Miscellaneous Provisions - Related party transactions that are exempt from approval and disclosure include cash subscriptions for public offerings and certain other specified transactions [16]. - The company must comply with both the Shanghai Stock Exchange and Hong Kong Stock Exchange regulations regarding related party transactions [10][11].
永艺股份: 永艺家具股份有限公司关联交易管理制度
Zheng Quan Zhi Xing· 2025-09-01 10:11
永艺家具股份有限公司 关联交易管理制度 第一章 总则 第一条 为规范永艺家具股份有限公司(以下简称"公司")关联交易事 项,保护公司和投资者合法权益,根据《中华人民共和国公司法》《中华人民共 和国证券法》《上市公司治理准则》《上海证券交易所股票上市规则》《上海证 券交易所上市公司自律监管指引第 1 号——规范运作》《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》等法律法规、中国证券监督管理委 员会(以下简称"中国证监会")和上海证券交易所规则以及《永艺家具股份有 限公司章程》(以下简称《公司章程》)的有关规定,制定本制度。 第二条 公司关联交易应当定价公允、审议程序合规、信息披露规范,确 保关联交易不损害公司和全体股东尤其是中小股东的利益。 第二章 关联人与关联交易 第三条 公司的关联人包括关联法人(或者其他组织)和关联自然人。 第四条 具有以下情形之一的法人(或者其他组织),为公司的关联法人 (或者其他组织): (一) 直接或者间接控制公司的法人(或者其他组织); (二) 由前项所述法人(或者其他组织)直接或者间接控制的除公司、控 股子公司及控制的其他主体以外的法人(或者其他组织); ( ...
诺思兰德: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-09-01 10:11
Core Viewpoint - Beijing Northland Biotechnology Co., Ltd. has revised its related party transaction management system to ensure fairness, transparency, and protection of the rights of non-related shareholders, in compliance with relevant laws and regulations [1][2]. Section Summaries Chapter 1: General Principles - The purpose of the revised system is to ensure that related party transactions are conducted fairly and do not harm the interests of the company and non-related shareholders [2]. Chapter 2: Related Parties and Relationships - Related parties include both legal entities and natural persons that have significant control or influence over the company [3][4]. - The criteria for identifying related parties include ownership stakes, control relationships, and significant influence in financial and operational decisions [4][5]. Chapter 3: Related Transactions - Related transactions encompass various activities such as asset purchases, investments, guarantees, financial assistance, and management contracts [8][9]. - Transactions must adhere to principles of honesty, equality, and fairness, ensuring that they do not harm the interests of the company or its non-related shareholders [9][10]. Chapter 4: Decision-Making Authority and Review Procedures - Transactions exceeding 2% of the company's total audited assets or 30 million yuan require shareholder meeting approval, along with an assessment report [7]. - The board of directors must review transactions that meet specific thresholds, ensuring independent directors are involved in the decision-making process [7][8]. Chapter 5: Miscellaneous Provisions - The management system will take effect upon approval by the shareholders' meeting, and the board of directors is responsible for its interpretation [18].
福建水泥: 福建水泥第十届董事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Points - The board of directors of Fujian Cement Co., Ltd. held its 22nd meeting of the 10th session, where several key resolutions were passed [1][2][3] Group 1: Board Meeting Details - The board meeting was held on August 22, 2025, with all 9 directors present, and was chaired by Chairman Wang Zhenxing [1] - The meeting complied with relevant laws, regulations, and the company's articles of association [1] Group 2: Resolutions Passed - The board approved the proposal for the election of the 11th board of directors, nominating 9 candidates, including 3 independent director candidates [2] - The independent directors' remuneration was set at 70,000 yuan per person per year (including tax), pending shareholder approval [2] - The board approved the revision of the related party transaction management system, which will also be submitted for shareholder approval [3] - A proposal for leasing office space as a related party transaction was approved, with 7 votes in favor from non-related directors [3] - The board agreed to hold the first extraordinary general meeting of 2025 on September 15, 2025, with all 9 votes in favor [5] Group 3: Candidate Profiles - The profiles of the nominated candidates for the 11th board of directors were provided, highlighting their qualifications and experience [7][8][9][11][12][13] - All candidates meet the necessary qualifications and do not have any disqualifying relationships with the company or its major shareholders [13]
ST华通: 关联交易管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Points - The article outlines the management system for related party transactions of Zhejiang Century Huatong Group Co., Ltd, aiming to regulate such transactions and protect shareholders' rights [1][2] - The system emphasizes the legality, necessity, and fairness of related party transactions, ensuring the company's independence and preventing the manipulation of financial indicators [1][2] - It defines related party transactions and identifies related parties, including both legal entities and natural persons [4][5] Summary by Sections General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shenzhen Stock Exchange Listing Rules [1] - Related party transactions must be conducted legally and fairly, without concealing relationships or evading review procedures [1][2] Related Transactions and Related Parties - Related transactions include various activities such as asset purchases, financial support, and management contracts [4] - Related parties are defined as entities or individuals with significant control or ownership in the company, including those holding more than 5% of shares [6][7] Avoidance System - Directors and shareholders with related interests must abstain from voting on related transactions to ensure impartiality [2][3] - The board meeting can proceed with a majority of non-related directors present, and decisions require a majority vote from them [2][3] Decision-Making Procedures for Related Transactions - Transactions exceeding specified monetary thresholds require approval from independent directors and must be disclosed [13][14] - Transactions over 30,000 yuan with related natural persons or over 3 million yuan with related legal entities must follow these procedures [13][14] Disclosure Requirements - The company must disclose details of related transactions, including parties involved, transaction amounts, and pricing basis [23] - Annual reports must summarize the execution of daily related transactions [19][20] Miscellaneous Provisions - The system will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [25][27]
凯尔达: 关联交易管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 18:14
Core Viewpoint - The article outlines the management system for related party transactions of Hangzhou Kaierda Welding Robot Co., Ltd, emphasizing fairness, transparency, and compliance with regulatory requirements to protect the interests of the company and its shareholders [1][2]. Group 1: General Principles - The management system aims to ensure that related party transactions are conducted fairly and in accordance with laws and regulations [1]. - Related party transactions must adhere to principles of fairness, justice, openness, and equivalent compensation, avoiding deviations from market standards [2]. - The company must avoid or minimize related party transactions whenever possible [2]. Group 2: Definition of Related Parties - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to key personnel [3]. - Transactions with related parties must be disclosed if they may significantly impact the company's stock or derivatives trading prices [2] [3]. Group 3: Management Procedures - Related directors must abstain from voting on matters involving related party transactions [6]. - The approval authority for related party transactions varies: the general manager can approve transactions below 0.1% of total assets or 3 million yuan, while the board must approve larger transactions [8]. - Transactions exceeding certain thresholds require independent financial advice and must be disclosed to shareholders [14]. Group 4: Disclosure Requirements - The company must disclose details of related party transactions, including transaction summaries, pricing policies, and the impact on financial conditions [12][13]. - Announcements regarding related party transactions must include the nature of the relationship, transaction terms, and any potential conflicts of interest [12][14]. Group 5: Compliance and Amendments - The management system is subject to amendments based on changes in laws and regulations, and the board of directors is responsible for its interpretation [26][30].
ST尔雅: 关联交易管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:14
Core Viewpoint - The document outlines the management system for related party transactions of Hubei Meirya Co., Ltd, emphasizing the need for fairness, transparency, and protection of shareholders' rights, particularly for minority investors [1][2]. Related Party Definition - Related parties include both legal entities and natural persons that have significant control or influence over the company, such as those holding more than 5% of shares or serving as directors and senior management [3][4][5]. Related Party Transactions - Related party transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, sales, and financial assistance [6][7][8]. Transaction Principles - Transactions must be conducted under principles of equality, voluntariness, and fairness, with written agreements that clearly outline terms [9][10]. Pricing Policy - Pricing for related party transactions should align with national pricing standards or market prices, ensuring that it does not deviate from independent third-party pricing [11][12]. Decision-Making Process - Transactions exceeding 30 million yuan or 5% of the company's latest audited net assets require board approval and must be disclosed [13][14]. Disclosure Requirements - The company must disclose related party transactions, including the nature of the relationship and transaction details, to ensure transparency [15][16]. Exemptions from Approval - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual approval and disclosure processes [17][18]. Oversight and Responsibility - The audit committee is responsible for supervising related party transactions, while various departments manage the financial and legal aspects of these transactions [19][20].
华建集团: 《华东建筑集团股份有限公司关联交易管理办法(草案)》(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 18:14
General Principles - The purpose of the draft management measures for related party transactions is to standardize the related party transaction behavior of the company, improve operational standards, and protect the legal rights of the company and all shareholders [1] - Related party transactions must be fairly priced, comply with review procedures, and ensure proper information disclosure [1] Definition of Related Parties and Transactions - Related parties include both related legal entities and natural persons [2] - Legal entities are considered related if they are directly or indirectly controlled by the company or hold more than 5% of the company's shares [2][3] - Natural persons are considered related if they hold more than 5% of the company's shares, are directors or senior management, or are closely related family members of such individuals [2] Reporting and Disclosure Procedures - Directors, senior management, and shareholders holding more than 5% of shares must report related party lists and relationships to the board [10] - Transactions with related natural persons exceeding 300,000 yuan and with related legal entities exceeding 3 million yuan must be submitted for board review and disclosed [12] - Transactions exceeding 30 million yuan and 5% of the latest audited net assets require an audit report and must be submitted for shareholder meeting approval [13] Types of Related Transactions - Related transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and other resource or obligation transfers [6] Special Provisions for Premium Purchases - If the company purchases assets from related parties at a price exceeding 100% of the book value, specific explanations and protective measures must be provided [13] Exemptions from Review and Disclosure - Certain transactions, such as receiving cash gifts or debt relief without obligations, may be exempt from review and disclosure requirements [28] Responsibilities and Governance - Related directors must abstain from voting on related transactions, and the board meeting can proceed with a majority of non-related directors [22] - Related shareholders must also abstain from voting at shareholder meetings [23] Implementation and Effectiveness - The management measures will take effect after being approved by the company's shareholders' meeting [36] - The board of directors is responsible for interpreting these measures [37]
曲美家居: 关联交易管理制度(2025年修订)
Zheng Quan Zhi Xing· 2025-08-29 17:57
Core Viewpoint - The document outlines the management system for related party transactions of Qu Mei Home Group Co., Ltd, emphasizing the need for fairness, transparency, and compliance with relevant regulations to protect the interests of shareholders and creditors, especially minority investors [2][5][18]. Group 1: General Principles - The management system aims to strengthen the oversight of related party transactions, ensuring that contracts are fair, open, and equitable [2]. - Related party transactions include various activities such as asset purchases, financial assistance, and service provision [2][5]. - The document defines related parties, including both legal entities and natural persons, and outlines the criteria for identifying them [3][5]. Group 2: Pricing and Management of Related Transactions - The pricing of related party transactions should primarily follow market prices; if unavailable, cost-plus pricing or negotiated prices may be used [4][11]. - The financial department is responsible for tracking market price changes and reporting them to the board [12]. - Independent financial advisors may be engaged to assess the fairness of transaction prices when necessary [8][12]. Group 3: Approval Procedures - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [9][16]. - Related party transactions must be reviewed by the board, with related directors abstaining from voting [30][31]. - The company must ensure that related party transactions do not lead to the misuse of company resources [8][18]. Group 4: Disclosure Requirements - The company is required to disclose details of related party transactions, including the nature of the relationship, pricing policies, and the impact on financial performance [18][42]. - Specific transactions that benefit the company without any obligations may be exempt from the usual approval and disclosure processes [43].
艾迪精密: 烟台艾迪精密机械股份有限公司 关联交易管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:57
General Principles - The management system for related party transactions aims to ensure fairness, justice, and transparency in transactions between the company and related parties, protecting the interests of the company and its shareholders, especially minority investors [2] - Related party transactions are defined as matters involving the transfer of resources or obligations between the company or its subsidiaries and related parties [2] Scope of 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 biased interests [3] - The types of related party transactions include but are not limited to asset purchases or sales, external investments, financial assistance, guarantees, leasing, management contracts, donations, debt restructuring, R&D project transfers, licensing agreements, and purchasing raw materials [5][6] Pricing and Management of Related Transactions - Related party transactions should follow pricing principles such as national pricing, market pricing, and negotiated pricing, with a fallback to cost plus reasonable profit if no other pricing is available [4] - The financial department is responsible for tracking market price and cost changes related to these transactions and reporting to the board [7] Procedures and Disclosure of Related Transactions - Transactions exceeding 3 million RMB with related legal entities or 300,000 RMB with related natural persons must be submitted to the board for approval and disclosed promptly [5] - The company must hire qualified intermediaries to evaluate or audit transactions that require disclosure, ensuring transparency and compliance with regulations [6] Board and Shareholder Meeting Procedures - Related directors must abstain from voting on related party transactions, and the board meeting must be attended by a majority of non-related directors to make decisions [11][12] - Related shareholders must also abstain from voting, ensuring that decisions are made in the best interest of the company and its shareholders [12] Record Keeping and Amendments - Records of related party transaction decisions and resolutions must be maintained for at least 10 years [14] - The management system can be amended by the board and must be approved by the shareholders' meeting [14]