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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].
新能泰山: 关联交易制度
Zheng Quan Zhi Xing· 2025-07-10 10:11
山东新能泰山发电股份有限公司 《深 圳证券交易所股票上市规则》(以下简称《股票上市规则》)、 《深圳证券交易所上市公司自律监管指引第 7 号—交易与关 联交易》等法律、法规及其规范性文件以及《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 公司进行关联交易,应当保证关联交易的合法合 规性、必要性和公允性,保持公司的独立性,不得利用关联交 易调节财务指标,损害公司利益。交易各方不得隐瞒关联关系 或者采取其他手段,规避公司的关联交易审议程序和信息披露 义务。不得存在导致或者可能导致公司出现被控股股东、实际 控制人及其他关联人非经营性资金占用、为关联人违规提供担 保或者其他被关联人侵占利益的情形。 第三条 公司的控股子公司发生的本制度第二章所述关联 交易,视同本公司发生的关联交易,适用本制度的规定。 第四条 公司应参照《股票上市规则》及其他有关规定, 确定公司关联方的名单,并及时予以更新,确保关联方名单真 实、准确、完整。公司及控股子公司在发生交易活动时,相关 责任人应审慎判断是否构成关联交易。如果构成关联交易,应 在各自权限内履行审批、报告义务。 第二章 关联人及关联交易 第五条 公司的关联人包括 ...
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]