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高测股份: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Qingdao High Test Technology Co., Ltd, ensuring fairness and legality in transactions to protect the interests of the company and non-related shareholders [1][11]. Group 1: Definition of Related Parties - Related parties include individuals or organizations that directly or indirectly control the company, hold more than 5% of shares, or are family members of key stakeholders [2][3]. - The definition also encompasses entities controlled by related parties and those recognized by regulatory authorities as having special relationships with the company [2][3]. Group 2: Related Transactions - Related transactions are defined as transactions between the company and its related parties, including asset purchases, investments, financial assistance, guarantees, and management services [4][5]. - All related transactions must be documented in written agreements that adhere to principles of equality, voluntariness, and fairness [5]. Group 3: Approval and Disclosure Procedures - Transactions exceeding 3 million yuan or 1% of the company's total assets must be approved by independent directors and disclosed to shareholders [6][9]. - The company must provide financial reports and evaluations for transactions involving non-cash assets, ensuring transparency and compliance with regulations [6][7]. Group 4: Responsibilities and Compliance - The board of directors and management must act in the best interest of the company, ensuring that related transactions do not harm the company or its shareholders [10][20]. - Any individual representing the company in related transactions must do so without conflicts of interest, and related parties must abstain from voting on such matters [9][19]. Group 5: Miscellaneous Provisions - The document stipulates that any unresolved issues will be governed by national laws and regulations, and the board of directors holds the authority for interpretation [11][29].
晶华微: 晶华微关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Points - The document outlines the management system for related party transactions of Hangzhou Jinghua Microelectronics Co., Ltd, aiming to protect the rights of the company, shareholders, and creditors while ensuring fairness in decision-making [1][3][4] - Related party transactions are defined as transactions between the company and its related parties, which include individuals or entities that have significant control or ownership over the company [2][3] - The company is required to minimize related party transactions and ensure that they are conducted at fair prices, with proper decision-making procedures and information disclosure [1][3][4] Group 1: Definition and Scope - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are closely related to key management personnel [2][3] - Transactions with related parties must comply with relevant laws and regulations, as well as the company's articles of association [3][4] Group 2: Principles and Procedures - Related party transactions should adhere to principles of honesty, credit, and fairness, with related parties recusing themselves from voting on such matters [6][8] - The company must sign written agreements for related party transactions, ensuring clarity and specificity in the terms [4][6] Group 3: Decision-Making and Disclosure - The general manager can approve transactions below 300,000 yuan or those that do not exceed 0.1% of the company's total assets [5][6] - Transactions exceeding these thresholds require board approval and must be disclosed if they meet certain criteria [5][6][8] Group 4: Internal Control and Reporting - The company must implement effective measures to prevent related parties from interfering with its operations and ensure that transaction pricing aligns with market standards [4][6] - Related party transactions must be reported and disclosed in annual and semi-annual reports, with specific procedures for transactions exceeding set thresholds [7][8]
安通控股: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-11 15:18
General Principles - The purpose of the regulations is to standardize the related party transactions of Antong Holdings Co., Ltd., enhance the company's operational standards, and protect the legal rights of the company and all shareholders [1] - The regulations are based on relevant laws and guidelines including the Company Law of the People's Republic of China and the Shanghai Stock Exchange Listing Rules [1] Related Parties and Relationships - Related parties include both legal entities and natural persons that have a significant influence or control over the company [2] - Specific criteria for identifying related legal entities include direct or indirect control, significant shareholding, and other special relationships that may lead to biased interests [2][3] - Related natural persons include shareholders holding more than 5% of shares, directors, and senior management [2] Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, external investments, financial assistance, and guarantees [3][4] - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [4][5] Disclosure and Approval Procedures - Transactions with related parties that meet specified monetary thresholds must be disclosed and submitted for shareholder approval [5][6] - Independent directors must approve related transactions before they are presented to the board for review [21] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions outlined [8] - Guarantees provided to related parties must also follow strict approval processes involving independent directors and shareholder meetings [8] Investment and Rights Waivers - The company must adhere to specific procedures when waiving rights related to subsidiaries or controlling entities, especially if it affects the consolidated financial statements [9][10] - Joint investments with related parties must comply with the relevant regulations regarding disclosure and approval [17] Daily Transactions - Daily related transactions must be disclosed in annual and semi-annual reports, and any significant changes to agreements must be submitted for approval [24] Pricing of Related Transactions - The pricing of related transactions should adhere to market principles, ensuring that prices do not deviate from those available to independent third parties [28][29] - Various pricing methods are outlined, including market price, cost-plus pricing, and negotiated prices [29] Final Provisions - The regulations will be implemented following approval by the company's shareholders and will be subject to interpretation and revision by the board of directors [14]
赛微微电: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-11 14:08
Core Viewpoint - The document outlines the regulations and principles governing related party transactions for Guangdong Saiwei Microelectronics Co., Ltd, ensuring fairness, transparency, and protection of shareholder rights, particularly for minority investors [1][2][3]. Group 1: Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty and credit, ensuring legality, necessity, reasonableness, and fairness, while maintaining the independence of the listed company [1][2]. - Written agreements must be signed for related party transactions, following principles of equality, voluntariness, equivalence, and compensation [1][2]. - Transactions should benefit the company's operations and development, with the board of directors assessing the advantages objectively, potentially hiring independent financial advisors for audits or evaluations [1][2][3]. Group 2: Definition and Reporting of Related Parties - Related party transactions include various activities such as asset purchases or sales, external investments, project transfers, and financial support [1][3]. - The company must report related party relationships, including those of directors, senior management, and shareholders holding more than 5% of shares, to the Shanghai Stock Exchange [3][4]. Group 3: Pricing and Approval of Related Party Transactions - The pricing of related party transactions must be fair and based on government pricing, market prices, or reasonable cost plus profit [6][10]. - Transactions exceeding certain thresholds require approval from independent directors and the board, with specific monetary limits set for different types of transactions [6][10][11]. Group 4: Decision-Making and Disclosure Procedures - The board of directors must ensure that independent directors participate in decision-making for related party transactions, and related directors must abstain from voting [14][37]. - The company is required to disclose related party transactions, including agreements, changes, and performance, to the relevant stock exchange [45][46]. Group 5: Responsibilities and Compliance - The company must ensure that related party transactions do not harm its interests, with provisions for compensation in case of violations [59][60]. - The document emphasizes the need for compliance with national laws and regulations, with the board responsible for interpreting and revising the related party transaction management system [60][62].
圣湘生物: 圣湘生物科技股份有限公司关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-11 12:18
Core Viewpoint - The document outlines the management system for related party transactions of Shengxiang Biotechnology Co., Ltd, emphasizing the need for fairness, legality, and transparency in such transactions to protect the interests of the company, its creditors, and all shareholders, especially minority investors [1][2]. Group 1: General Principles - The company aims to ensure the fairness of related party transactions and establish a management system to facilitate necessary transactions while safeguarding the interests of the company and its stakeholders [1]. - Related party transactions must be legal, necessary, reasonable, and fair, maintaining the company's independence and avoiding any form of benefit transfer or financial manipulation [2]. Group 2: Definition of Related Parties - Related parties include individuals or entities that have control over the company, hold more than 5% of shares, or are closely related to key management personnel [3][4]. - The company must maintain an updated list of related parties to ensure accurate identification during transactions [4]. Group 3: Transaction Types and Restrictions - Related party transactions encompass various activities, including financial assistance, asset purchases, and management services [5][6]. - The company is prohibited from providing financial assistance to controlling shareholders or related parties without specific conditions being met [6][7]. Group 4: Pricing and Decision-Making Procedures - The pricing of related party transactions should follow market principles, and written agreements must be established detailing transaction specifics [13][14]. - Significant transactions require approval from independent directors and may necessitate evaluations or audits if they exceed certain thresholds [10][11]. Group 5: Disclosure Requirements - The company must disclose related party transactions that meet specific monetary thresholds, ensuring transparency in its dealings [29][30]. - Annual and semi-annual reports should summarize daily related party transactions, and any significant changes in transaction agreements must be disclosed [32][33]. Group 6: Implementation and Compliance - The management system for related party transactions is effective upon approval by the company's board of directors, ensuring adherence to relevant laws and regulations [38].
中宠股份: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-11 09:15
Core Points - The article outlines the regulations and principles governing related party transactions for Yantai Zhongchong Food Co., Ltd, ensuring fairness and transparency in dealings with related parties [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of equality, voluntariness, equivalence, and fairness [1][2] - The company must avoid conflicts of interest by requiring related parties to abstain from voting on relevant matters [1][2][4] Group 2: Definition and Scope - Related parties include both legal entities and natural persons that have a special relationship with the company [2] - The scope of related party transactions encompasses various activities such as asset purchases, financial assistance, and management contracts [2][3][5] Group 3: Pricing and Management - Pricing for related party transactions should follow national pricing, market prices, or negotiated prices, with a preference for cost-plus methods when necessary [3][6] - The finance department is responsible for tracking market price fluctuations and reporting them to the board [3][6] Group 4: Procedures and Disclosure - Transactions exceeding certain thresholds must be approved by the board and disclosed promptly [4][10] - The company must provide detailed disclosures regarding the nature of the transaction, pricing policies, and the impact on financial conditions [7][10] Group 5: Responsibilities and Compliance - Directors and senior management must declare any related party transactions and ensure that the company's interests are protected [5][11] - The company must maintain records of decisions and resolutions related to related party transactions for a minimum of ten years [14]
中天科技: 江苏中天科技股份有限公司关联交易管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-10 16:22
Core Viewpoint - The document outlines the management system for related party transactions of Jiangsu Zhongtian Technology Co., Ltd, emphasizing the need for legality, necessity, reasonableness, and fairness in such transactions to protect investors' interests [2][3][4]. Group 1: General Principles - The company aims to enhance its operational standards and protect investors' rights by establishing a related party transaction management system based on relevant laws and regulations [2]. - Related party transactions must not manipulate financial indicators or harm the company's interests, and all parties must disclose their relationships transparently [2][4]. Group 2: Definition of Related Transactions and Parties - Related party transactions include various activities such as asset purchases, financial assistance, and joint investments between the company and its related parties [3]. - Related parties encompass both legal entities and individuals who have significant control or ownership stakes in the company [3][4]. Group 3: Pricing Principles for Related Transactions - Transactions must be documented with written agreements that specify pricing policies, ensuring fairness based on market standards or reasonable costs [5][6]. - If no comparable market prices exist, the company can use methods like cost-plus pricing or comparable uncontrolled price methods to determine transaction prices [5][6]. Group 4: Decision-Making and Disclosure Procedures - Transactions exceeding specified monetary thresholds require approval from independent directors and must be disclosed to shareholders [7][10]. - The company must ensure that related directors abstain from voting on transactions to maintain objectivity in decision-making [8][12]. Group 5: Special Provisions for Daily Transactions - Daily related transactions must be estimated and disclosed, with specific procedures for significant changes or renewals of agreements [14][25]. - The company can simplify disclosures for numerous related parties while ensuring compliance with regulatory standards [13][25]. Group 6: Exemptions from Disclosure and Approval - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from standard approval and disclosure processes [31][32]. - The company can also avoid audits for cash contributions to jointly controlled entities under specific conditions [32]. Group 7: Final Provisions - The management system is subject to Chinese laws and regulations, and any conflicts will be resolved in favor of these legal frameworks [18][37]. - The board of directors is responsible for interpreting and revising the management system, which will be implemented after shareholder approval [18][37].
中辰股份: 关联交易管理和决策制度
Zheng Quan Zhi Xing· 2025-07-10 16:21
Core Viewpoint - The document outlines the management and decision-making system for related party transactions of Zhongchen Cable Co., Ltd, ensuring fairness, transparency, and protection of the rights of the company and non-related shareholders [1][2][3]. Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have significant control or influence over the company [3][4]. - Legal entities are considered related if they directly or indirectly control the company or hold more than 5% of its shares [2][4]. - 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][5]. Group 2: Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including purchasing materials, selling products, and providing or receiving services [3][4]. - The company must adhere to principles of honesty, fairness, and non-detriment to the rights of non-related shareholders in these transactions [4][10]. Group 3: Decision-Making Procedures - The decision-making process for related transactions requires avoidance measures, ensuring that related parties do not interfere with company decisions [5][14]. - Transactions below certain thresholds can be approved by the general manager, while larger transactions require board or shareholder approval [17][18]. - Independent directors must review related transactions before they are submitted for board approval [19][20]. Group 4: Disclosure and Reporting - The company is required to disclose related transactions in a timely manner, including the nature of the transaction and its impact on the company and non-related shareholders [11][12]. - For ongoing related transactions, the company must report on their execution and any significant changes to the terms [9][10]. Group 5: Compliance and Amendments - The document stipulates that any amendments to the management system must be approved by the board and shareholders [36][37]. - The interpretation rights of the management system are reserved for the board [38].
达利凯普: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-10 12:10
Core Points - The article outlines the regulations and principles governing related party transactions for Dalian Dali Kape Technology Co., Ltd to ensure fairness and protect the rights of the company and non-related shareholders [1][2][3] Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have a controlling interest or significant shareholding in 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 and senior management [2][6] Group 2: Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, financial assistance, and management contracts [3][6] - The company must adhere to principles of fairness, market pricing, and legal procedures in conducting related transactions [10][11] Group 3: Decision-Making Procedures - Related transactions exceeding certain thresholds require approval from independent directors and may need to be submitted to the shareholders' meeting for further approval [15][16] - Specific monetary thresholds are set for transactions with related natural persons (over 300,000 yuan) and related legal entities (over 3 million yuan) [15][16] Group 4: Disclosure and Reporting - The company is required to disclose related transactions in its annual and semi-annual reports, including the nature and amount of transactions [21][22] - Daily related transactions must be reported and approved based on estimated annual amounts, with adjustments made for any significant changes [21][22]
江苏华辰: 江苏华辰关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-10 10:12
Core Viewpoint - Jiangsu Huachen Transformer Co., Ltd. has established an associated transaction management system to ensure the fairness and reasonableness of transactions with related parties, in compliance with relevant laws and regulations [2][3]. Group 1: General Principles - The system is binding on the company's shareholders, directors, and management, who must adhere to its provisions [2]. - The company must take effective measures to prevent shareholders and their related parties from improperly occupying or transferring the company's funds, assets, and other resources [2] [3]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have a specific relationship with the company, such as those who control or hold significant shares [4][5]. - The company must maintain an updated list of related parties and ensure its accuracy and completeness [4][5]. Group 3: Associated Transactions - Associated transactions refer to the transfer or potential transfer of resources or obligations between the company and its related parties, including various types of financial and operational activities [6][7]. - The company must adhere to principles of fairness, honesty, and full disclosure when determining the pricing of associated transactions [6][7]. Group 4: Approval Procedures - All proposals related to associated transactions must first be reviewed by the board of directors, which will determine if they constitute associated transactions [8][9]. - Transactions exceeding certain monetary thresholds require independent director approval and must be disclosed in a timely manner [8][9]. Group 5: Execution of Associated Transactions - The board of directors and management must organize the implementation of approved associated transactions [14][15]. - Any significant changes or termination of associated transaction agreements must be approved by the original approving body [14][15].