关联交易管理

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欧科亿: 关联交易管理办法(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:12
General Principles - The company establishes a management approach for related party transactions to ensure fairness, justice, and transparency, protecting the rights of the company and non-related shareholders [1] - Related party transactions must comply with relevant laws, regulations, and the company's articles of association [1] Definition of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are company directors and senior management [2] - Close family members of the aforementioned individuals are also considered related parties [2] Related Transactions - Related transactions encompass various activities such as asset purchases or sales, external investments, project transfers, licensing agreements, guarantees, and asset leasing [3] - The company must ensure that related transactions adhere to principles of honesty, do not harm the interests of non-related shareholders, and are conducted at fair market prices [3] Approval Process for Related Transactions - Related transactions require necessary avoidance measures during contract signing, ensuring that related parties do not interfere with decision-making [4] - The board of directors must have a majority of non-related directors present to approve related transactions [5] Financial Thresholds for Approval - Transactions exceeding 300,000 yuan with related individuals or 0.1% of the company's total assets or market value with related entities require board approval [6] - Transactions over 3,000,000 yuan or 1% of total assets or market value must be accompanied by an evaluation report and submitted for shareholder approval [6] Disclosure Requirements - The company must disclose related transactions in annual and semi-annual reports, and any agreements exceeding three years must undergo re-evaluation every three years [7] - Daily related transactions can be estimated annually, and any excess must be disclosed and re-evaluated [7] Other Provisions - The company must maintain records of related transaction decisions for ten years [10] - The management approach will take effect upon approval by the company's shareholders [10]
汉邦科技: 汉邦科技:关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:24
Core Viewpoint - The document outlines the management system for related party transactions of Jiangsu Hanbang Technology Co., Ltd, aiming to standardize such transactions, protect the rights of the company, shareholders, and creditors, and ensure fairness in decision-making [1][2]. Group 1: General Principles - The system is established in accordance with relevant laws, regulations, and the company's articles of association [1]. - Related party transactions must comply with legal regulations and the company's internal rules, ensuring fair pricing and proper decision-making procedures [1][2]. - Basic principles include honesty, protection of non-related shareholders' rights, and avoidance of conflicts of interest during voting [1][2]. Group 2: Definition of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are family members of key stakeholders [2][4]. - Transactions with related parties are defined as those that may lead to resource or obligation transfers, excluding routine operational transactions [4][5]. Group 3: Decision-Making Authority - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [9][10]. - Specific thresholds include transactions over 300,000 yuan with individuals or over 30 million yuan with entities, which also require shareholder meeting approval [10][11]. Group 4: Disclosure Requirements - The company must disclose related party transactions that meet specific criteria, including transaction amounts and the nature of the relationship [31][32]. - Disclosure must include transaction summaries, approval processes, and any potential impacts on the company's financial status [33]. Group 5: Reporting and Compliance - Company directors and senior management must report related party relationships and transactions to the board [34][36]. - The audit committee is responsible for overseeing the fairness of related party transactions and ensuring compliance with disclosure requirements [26][27].
东利机械: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:12
Core Points - The document outlines the management system for related party transactions of Baoding Dongli Machinery Manufacturing Co., Ltd, emphasizing the need for fairness, transparency, and protection of the rights of shareholders and creditors [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of honesty, fairness, and transparency, ensuring no harm to the company or non-related shareholders [1][2] - Related party transactions include various activities such as asset purchases, external investments, financial assistance, guarantees, leasing, and management contracts [1][2][3] Group 2: Definition of Related Parties - 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 [2][3] - The document specifies criteria for identifying related legal entities and natural persons, including board members and their close family members [3][4] Group 3: Basic Principles of Related Transactions - Related transactions should follow principles of openness, fairness, and justice, with appropriate decision-making and disclosure obligations [8][9] - Pricing for related transactions must be fair, referencing government pricing, market prices, or reasonable costs plus profit [9][10] Group 4: Review and Disclosure of Related Transactions - Company personnel must carefully assess whether a transaction constitutes a related party transaction and fulfill reporting obligations if it does [11][12] - Transactions exceeding certain monetary thresholds require approval from independent directors and must be disclosed [14][15] Group 5: Approval Procedures - Transactions with related parties that exceed specified amounts must be approved by the board and disclosed, with related directors abstaining from voting [15][16] - The document outlines specific thresholds for transactions requiring shareholder approval, including those exceeding 30,000 RMB for individuals and 3,000,000 RMB for legal entities [15][16] Group 6: Responsibilities and Accountability - The document emphasizes the responsibility of departments to ensure the safety of transaction funds and prohibits unfair transactions that could harm the company [33][34] - The company reserves the right to freeze shares of major shareholders who misappropriate company funds until restitution is made [34][35] Group 7: Miscellaneous Provisions - The management system will be effective upon approval by the company's shareholders and will be interpreted by the board [36][39] - The document specifies that terms like "above," "below," and "not exceeding" include the stated numbers, while "less than" and "more than" do not [37][38]
赛微电子: 关联交易管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 13:11
Core Viewpoint - The document outlines the management system for related party transactions of Beijing Saiwei Electronics Co., Ltd, emphasizing fairness, transparency, and compliance with regulations to protect the interests of the company and its shareholders [1][2]. Group 1: General Principles - The company aims to ensure the fairness of related party transactions and comply with legal and regulatory requirements [1]. - Related party transactions should be minimized, and pricing should adhere to the principles of fairness, justice, and market comparability [2][3]. - Independent financial advisors may be engaged when necessary to provide opinions on related transactions [2]. Group 2: Related Parties and Relationships - Related parties include both legal entities and natural persons that have specific relationships with the company, which may lead to biased interests [3][4]. - Directors, senior management, and significant shareholders must disclose their related party relationships to the company [4][5]. Group 3: Related Transactions - Related transactions encompass various activities such as asset purchases, financial assistance, and management contracts [6][8]. - Transactions exceeding certain thresholds require board and shareholder approval, with specific limits set for different types of transactions [10][11]. Group 4: Management Procedures - Related directors must abstain from voting on transactions where they have a conflict of interest, ensuring decisions are made by non-related directors [8][9]. - The company must conduct thorough assessments of the necessity, fairness, and impact of related transactions before approval [19][20]. Group 5: Disclosure Requirements - The company is responsible for disclosing related transactions, including details about the transaction, pricing policies, and the impact on financial performance [16][17]. - Specific documentation must be submitted to the Shenzhen Stock Exchange, including agreements, board resolutions, and independent opinions [16][17]. Group 6: Special Provisions - Certain transactions may be exempt from standard approval processes if they meet specific criteria, such as cash subscriptions for securities [18][19]. - The company must reassess and disclose related party agreements that exceed three years in duration [24].
华之杰: 关联交易管理办法
Zheng Quan Zhi Xing· 2025-07-16 11:20
Core Points - The document outlines the management measures for related party transactions of Suzhou Huazhi Jie Telecommunications Co., Ltd, aiming to protect shareholders' rights and ensure fairness in transactions [1] - The company must adhere to principles of honesty, equality, voluntary participation, fairness, and transparency in related party transactions [1][2] - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3] Group 1: Related Party Definition - Related parties include legal entities that directly or indirectly control the company or are controlled by the company's major shareholders [2][3] - Natural persons who hold more than 5% of the company's shares or are directors and senior management are also considered related parties [2][3] Group 2: Transaction Management - The company must maintain an updated list of related parties and ensure that transactions are conducted with due diligence [3][4] - Related party transactions must be documented in written agreements that specify the rights and obligations of both parties [8][9] Group 3: Approval and Disclosure - Related party transactions exceeding certain thresholds must be disclosed and approved by the board and shareholders [9][10] - Transactions with related parties must be reviewed by non-related directors, and related directors must abstain from voting [15][16] Group 4: Financial Assistance Restrictions - The company is prohibited from providing financial assistance to related parties, except under specific conditions where other shareholders provide proportional support [10][11] - Any financial support to related parties must be approved by a majority of non-related directors and disclosed to shareholders [10][11] Group 5: Legal Responsibilities - The board is responsible for taking corrective actions if related party transactions are found to harm the company or its shareholders [31][32] - Directors and senior management may face penalties or removal from their positions if they violate the related party transaction management measures [32][33]
迅捷兴: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
Core Viewpoint - The company establishes a comprehensive system for managing related party transactions to protect the interests of shareholders, especially minority investors, ensuring fairness and transparency in transactions [1][2][3]. Group 1: Principles of Related Party Transactions - The company aims to minimize related party transactions and ensure that pricing is fair, just, and based on market standards [1][2]. - Related directors and shareholders must abstain from voting on related transactions [1][2]. - Independent financial advisors may be engaged to provide opinions on significant related transactions [1][2]. Group 2: Definition and Scope of Related Parties - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to such individuals [2][3]. - The company must be informed of any related party relationships by its directors and senior management [3]. Group 3: Pricing and Management of Related Transactions - Related transactions should follow a pricing hierarchy: state pricing, market pricing, cost-plus pricing, and negotiated pricing [4][5]. - The finance department is responsible for tracking market price changes and cost variations related to transactions [5]. Group 4: Decision-Making Authority and Procedures - Significant related transactions require approval from a majority of independent directors before being submitted to the board [6][7]. - Transactions exceeding certain thresholds must be audited or evaluated by qualified securities service institutions [6][7]. Group 5: Disclosure Requirements - Written agreements must be established for related transactions, and significant transactions must be disclosed promptly [12][14]. - The company must report any significant fluctuations in stock prices due to rumors or reports about related transactions [12]. Group 6: Prohibitions and Responsibilities - The company is prohibited from providing financial assistance to related parties, with specific exceptions [7][14]. - Directors and senior management must not exploit their relationships to harm the company's interests, and any losses incurred must be compensated [14][15].
国投智能: 《关联交易管理办法(2025年7月)》
Zheng Quan Zhi Xing· 2025-07-15 09:29
Core Viewpoint - The document outlines the revised management measures for related party transactions of Guotou Intelligent (Xiamen) Information Co., Ltd, emphasizing the principles of authenticity, necessity, and fairness in such transactions to protect the interests of the company and all shareholders [1]. Group 1: General Principles - The management measures apply to the company and its subsidiaries, including those directly or indirectly controlled by over 50% [1]. - Related party transactions are defined as matters involving the transfer of resources or obligations between the company or its subsidiaries and related parties [2]. - The company must adhere to principles of honesty, equality, and voluntary agreement in related party transactions [6]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons as defined by the listing rules [2]. - Specific criteria for identifying related legal entities include control relationships and significant shareholding [2][3]. - Natural persons are identified as related parties if they hold over 5% of shares or are directors or senior management of the company [3][4]. Group 3: Transaction Types - The document lists various types of related party transactions, including asset purchases or sales, external investments, financial assistance, guarantees, and management contracts [11]. - Transactions involving the purchase of raw materials, sales of products, and provision of services are also included [11]. Group 4: Pricing Principles - The pricing of related party transactions should follow national pricing, market prices, or negotiated prices, with a preference for cost-plus reasonable profit methods when no other pricing is available [5]. - The company must take effective measures to prevent related parties from occupying or transferring the company's funds and assets [5]. Group 5: Approval and Disclosure Procedures - Certain transactions must be submitted to the board of directors for approval and disclosure, especially those exceeding specified thresholds [14][15]. - Related party transactions below certain thresholds can be approved by the general manager, but if the general manager is a related party, board approval is required [16]. Group 6: Responsibilities and Compliance - The company must ensure that related party transactions do not harm the interests of non-related shareholders and must disclose necessary information [10][12]. - Violations of these measures can lead to accountability under the company's management regulations [34]. Group 7: Implementation and Amendments - The revised measures will take effect upon approval by the board of directors, replacing the previous version established in August 2024 [17].
唐山港: 唐山港集团股份有限公司关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-15 08:13
Core Viewpoint - The document outlines the management system for related party transactions of Tangshan Port Group Co., Ltd, emphasizing the need for legality, necessity, and fairness in such transactions to protect the interests of shareholders and the company [2][4]. Group 1: General Principles - The company aims to strengthen the management of related party transactions, clarifying responsibilities and ensuring compliance with relevant laws and regulations [2]. - Related party transactions must maintain the company's independence and not be used to manipulate financial indicators or harm the company's interests [2][3]. - Transactions between the company's subsidiaries and related parties are treated as company actions and must adhere to the established decision-making and disclosure procedures [3] Group 2: Definition of Related Party Transactions - Related party transactions include resource or obligation transfers between the company and its related parties, covering various types such as asset purchases or sales [4][5]. - The company distinguishes between temporary and daily related party transactions, with the former requiring individual review and disclosure [5]. Group 3: Identification of Related Parties - Related parties include both legal entities and natural persons that have control or influence over the company [6][7]. - Specific criteria are established for identifying related legal entities and natural persons, including ownership stakes and management positions [6][8]. Group 4: Management Responsibilities - The chairman and general manager are the primary responsible persons for managing related party transactions, with the finance director and board secretary directly responsible [11]. - The board secretary's office coordinates related party transaction management, including compliance with regulatory requirements and maintaining a list of related parties [12][13]. Group 5: Pricing Principles and Methods - Related party transactions must be documented in written agreements that specify pricing policies and key terms [18]. - Pricing should be fair and based on government pricing, market prices, or reasonable cost-plus methods when independent market prices are unavailable [19][20]. Group 6: Decision-Making and Disclosure Procedures - Transactions exceeding specified thresholds require independent board approval and timely disclosure [21][22]. - The company must assess the necessity and reasonableness of transactions, ensuring transparency and compliance with regulatory standards [25][26]. Group 7: Information Disclosure - The board secretary's office is responsible for drafting and disclosing related party transaction announcements in accordance with regulatory requirements [34]. - Specific transactions must be disclosed based on their monetary value and impact on the company's audited net assets [35][36]. Group 8: Miscellaneous Provisions - The document specifies that the rules apply from the date of approval by the company's shareholders and outlines the responsibilities for interpretation [41][42].
东来技术: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Viewpoint - The company establishes a comprehensive system for managing related party transactions to ensure fair pricing, compliance with decision-making procedures, and proper information disclosure, thereby protecting the rights of all shareholders, especially minority shareholders [1][2][3]. Group 1: Related Party and Transactions Definition - Related parties include individuals and entities with specific familial or control relationships with the company, such as spouses, children, and major stakeholders [2][3]. - Related transactions encompass a wide range of activities, including asset purchases, financial assistance, guarantees, and management services, among others [2][3][4]. Group 2: Decision-Making Authority and Procedures - Transactions with related parties require approval from the board of directors, with specific thresholds for when shareholder approval is necessary [4][5]. - Transactions exceeding certain financial thresholds must be accompanied by evaluation reports and submitted for shareholder approval [4][5][6]. Group 3: Pricing and Management of Related Transactions - Related transactions must adhere to principles of openness, fairness, and justice, with written agreements outlining pricing policies [8][9]. - Pricing for related transactions should be fair and based on market standards or reasonable cost-plus models when independent market prices are unavailable [9][10]. Group 4: Disclosure Requirements - The company is obligated to disclose related party relationships and transactions in accordance with relevant laws and regulations [11][12]. - Regular reporting on the execution of related transactions is required, especially when significant changes occur in the terms of agreements [12][13]. Group 5: Exemptions and Special Provisions - Certain transactions may be exempt from the usual approval and disclosure requirements, such as cash subscriptions for securities or transactions at government-set prices [13][14]. - The company must re-evaluate and disclose agreements exceeding three years periodically [12][14].
中天服务: 关联交易管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 12:13
Core Viewpoint - The document outlines the management system for related party transactions of Zhongtian Service Co., Ltd, emphasizing the need for fair pricing, compliance with decision-making procedures, and protection of the interests of the company and its shareholders [1][2]. Group 1: General Principles - The company and its subsidiaries must ensure that related party transactions do not harm the interests of the company and its non-related shareholders [1][2]. - Related party transactions should be conducted based on written agreements that are clear and specific, adhering to principles of equality and voluntary participation [1][3]. - Company shareholders, directors, and senior management must not exploit their relationships to harm the company's interests, and violations may lead to compensation responsibilities [1][3] Group 2: Definition of Related Parties - Related parties include both related legal entities and individuals, with specific criteria outlined for identifying these parties [2]. - Directors, senior management, and shareholders holding more than 5% of shares must report related party lists and relationships to the board of directors [2][3]. Group 3: Related Party Transactions - Related party transactions encompass various activities such as asset purchases, sales, financial assistance, guarantees, and management of assets [7][8]. - Transactions must adhere to principles of honesty and credit, and efforts should be made to minimize and regulate such transactions [3][4]. Group 4: Decision-Making Procedures - Related party transactions require necessary avoidance measures during agreement signing, ensuring that related parties do not interfere with company decisions [13][14]. - The chairman has the authority to decide on transactions that do not require board or shareholder approval [5][6]. Group 5: Disclosure and Approval - Transactions exceeding certain thresholds must be disclosed and submitted for shareholder approval, with specific amounts set for different types of transactions [8][9]. - Related shareholders must abstain from voting on matters where they have a conflict of interest [9][10]. Group 6: Financial Assistance Restrictions - The company is prohibited from providing financial assistance to related parties, with exceptions for certain conditions involving minority shareholders [11][12]. - Guarantees provided to related parties must be approved by a majority of non-related directors and disclosed to shareholders [11][12]. Group 7: Reporting and Compliance - The company must disclose related party transactions in annual and semi-annual reports, categorizing and summarizing the actual performance of these transactions [15][16]. - The company is required to ensure that related party transactions do not lead to the occupation of company funds or resources [17][18].