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津投城开:拟718.54万元购买关联方房产
news flash· 2025-07-24 10:31
津投城开(600322)公告,公司计划通过天津产权交易中心公开挂牌竞价方式购买天科数创名下碧岭园 C15别墅房产,预计交易金额为718.54万元。此举旨在提高资产经营水平,完善资产经营管理业务。本 次交易构成关联交易,不构成重大资产重组,已获董事会审议通过,关联董事回避表决。本次交易尚需 履行天津产权交易中心的相应程序,能否成功存在不确定性。过去12个月,公司与控股股东津投资本发 生的关联交易共3笔,累计交易金额为15.03亿元,占公司最近一期经审计净资产的8886.87%(不含本次 交易)。 ...
建研设计:拟与金安物业续签三年服务合同 服务费用总计404.88万元
news flash· 2025-07-24 10:15
Core Viewpoint - The company plans to sign a property management service contract with Jin'an Property for a total service fee of 4.0488 million yuan over a three-year period, which constitutes a related party transaction due to Jin'an Property being controlled by the company's major shareholder [1] Group 1 - The company intends to renew the property management service contract with Jin'an Property for another three years [1] - The total service fee for the contract is set at 4.0488 million yuan [1] - Jin'an Property is controlled by Anhui State-owned Capital Operation Holding Group Co., Ltd., the company's major shareholder, making this a related party transaction [1]
平安电工: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-23 16:23
第二章 关联方和关联关系 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 具有下列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): 湖北平安电工科技股份公司 关联交易管理制度 湖北平安电工科技股份公司 第一章 总则 第一条 为保证湖北平安电工科技股份公司(以下简称"公司") 与关联方之间的关联交易符合公平、公正、公开的原则,确保公司的关 联交易行为不损害公司和全体股东的合法权益,根据《中华人民共和国 公司法》《中华人民共和国证券法》《深圳证券交易所股票上市规则》 《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》 等有关法律、法规、规范性文件及《湖北平安电工科技股份公司章程》 (以下简称《公司章程》)的有关规定,制定本制度。 第二条 公司与关联人之间的关联交易行为除遵守有关法律、法规、 规范性文件和《公司章程》的规定外,还需遵守本制度的有关规定。 (一)直接或者间接地控制公司的法人(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 司及控股子公司以外的法人(或者其他组织); 湖北平安电工科技股份公司 关联交易管理制度 (三) ...
江苏雷利: 关联交易决策制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-23 16:14
Core Points - The article outlines the related party transaction decision-making system of Jiangsu Leili Electric Motor Co., Ltd, emphasizing fairness, transparency, and compliance with regulatory requirements [2][3][4] Group 1: General Principles - The system aims to ensure the fairness of related party transactions and protect the interests of the company and all shareholders [2] - Related party transactions include various types of activities such as asset purchases, external investments, and financial assistance [3][4] Group 2: Pricing Principles - Related party transactions should follow pricing principles including national pricing, market pricing, and negotiated pricing [4][6] - If no national or market pricing exists, the price should be determined based on cost plus reasonable profit [6] Group 3: Decision-Making Procedures - Transactions below RMB 300,000 with natural persons or RMB 3 million with legal persons can be approved by the general manager [7] - Transactions exceeding RMB 1 million and 5% of the latest audited net assets must be disclosed and submitted for shareholder approval [7][10] Group 4: Disclosure Obligations - The company must disclose related party transactions in accordance with the rules set forth by the Shenzhen Stock Exchange and other regulatory bodies [11][22] - Daily related party transactions should be estimated annually and disclosed in the annual and semi-annual reports [9][15] Group 5: Internal Control - The company is required to establish a robust internal control system for related party transactions, ensuring no harm to the company or shareholders [25][26] - Transactions must be documented in written agreements that clearly outline the rights and obligations of both parties [30][15]
长鸿高科收购背后:实控人陶春风左手倒右手资本游戏?上市后业绩变脸有无财务猫腻
Xin Lang Zheng Quan· 2025-07-23 09:10
Core Viewpoint - The acquisition by Changhong High-Tech involves assets controlled by the actual controller, Tao Chunfeng, raising questions about whether this constitutes a capital game of "left hand to right hand" [1][2]. Group 1: Acquisition Details - Changhong High-Tech announced plans to acquire 100% of Guangxi Changke New Materials Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payments [1]. - The stock of Changhong High-Tech resumed trading on July 21, 2025, but did not experience a significant price increase, indicating potential investor skepticism [1]. - Guangxi Changke specializes in the research, production, and sales of specialty synthetic resin polymer materials, including various high-performance resin products [1]. Group 2: Financial Performance and Concerns - The acquisition target, Guangxi Changke, has a high debt ratio, with figures of 70%, 72%, and 74% for 2023, 2024, and the first half of 2025 respectively, indicating a rising trend [2]. - Guangxi Changke reported losses in 2023 and 2024, with a net profit of less than 40 million yuan in the first half of 2025, reflecting a net profit margin of under 5% [2]. - Changhong High-Tech's financial performance has been under pressure, with a projected net profit for the first half of 2025 expected to decrease by 93.79% to 95.86% year-on-year [6]. Group 3: Revenue and Client Relationships - The company experienced significant revenue fluctuations post-IPO, with reported revenues of approximately 1.733 billion yuan, 2.372 billion yuan, 1.416 billion yuan, and 3.634 billion yuan from 2021 to 2024 [10]. - A major customer, Ningbo Ruilin Shengxiang Trading Co., Ltd., which contributed significantly to revenue, was deregistered in January 2023, raising concerns about the company's client base [13]. - The introduction of low-margin trading business in 2021 led to increased revenue but decreased profitability, with a notable 33.61% revenue increase accompanied by a 38.67% drop in net profit [15]. Group 4: Related Party Transactions and Regulatory Scrutiny - The acquisition is classified as a related party transaction, as the actual controller, Tao Chunfeng, holds significant stakes in both Changhong High-Tech and Guangxi Changke [2]. - There are concerns regarding the authenticity of financial statements, as the company has faced regulatory scrutiny for information disclosure violations [20][21]. - The relationship between Changhong High-Tech and its distributors raises questions about potential conflicts of interest and the integrity of reported financial performance [19].
节能铁汉: 第五届董事会第二十六次会议决议公告
Zheng Quan Zhi Xing· 2025-07-23 08:13
Group 1 - The company has approved a proposal to borrow up to RMB 2.977 billion from its controlling shareholder, China Energy Conservation and Environmental Protection Group, to meet its operational and business development funding needs [2][3] - The loan has a validity period of one year and an interest rate not exceeding the current Loan Prime Rate (LPR) set by the People's Bank of China, which is currently 3.0% [2] - The board meeting was attended by all nine directors, and the proposal was passed with three votes in favor, zero against, and six abstentions due to conflicts of interest [2] Group 2 - The company has scheduled its second extraordinary general meeting of 2025 for August 8, 2025, at 15:00 in its office building [3] - The proposal to hold the extraordinary general meeting was unanimously approved with nine votes in favor [3]
上海振华重工(集团)股份有限公司 第九届董事会第十四次会议决议公告
Group 1 - The company has proposed to cancel its supervisory board and amend its articles of association and governance rules, which require approval from the shareholders' meeting [5][6][7][8]. - The board meeting held on July 22, 2025, was attended by all 10 directors, and the proposals were unanimously approved [5][21]. - The company will also appoint a new independent director, Mr. Yu Fang, whose qualifications will be subject to review by the Shanghai Stock Exchange [9][10]. Group 2 - The company plans to transfer all its shares in Zhongjiao Photovoltaic Technology Co., Ltd. to China Urban Holdings Group for a transaction price of RMB 34.3824 million [17][20]. - This transaction is classified as a related party transaction and does not constitute a major asset restructuring [18][49]. - The board has confirmed that the transaction price is fair and based on an asset evaluation report, which indicated an increase in value of 2.64% [38][40]. Group 3 - The evaluation of Zhongjiao Photovoltaic's total equity was conducted using both asset-based and income approaches, with the income approach being selected as the final assessment method [35][39]. - The company has confirmed that the transaction will not adversely affect its financial status or operational results [48]. - There have been no other significant related party transactions with China Urban Holdings in the past 12 months, aside from this transaction [52].
广联航空实控人王增夺被立案留置 今年2月公司曾高价接盘其亏损资产
Mei Ri Jing Ji Xin Wen· 2025-07-22 16:53
Core Viewpoint - Guanglian Aviation's chairman Wang Zengduo is under investigation, but the company's operations remain normal and stable [1][4]. Group 1: Company Background - Wang Zengduo, aged 62, has a strong background in the aviation industry, having founded Harbin Guanglian Electronic Co., Ltd. in 1996, which is the precursor to Guanglian Aviation [4][5]. - Under Wang's leadership, Guanglian Aviation has established 16 subsidiaries across various cities, creating a collaborative industrial layout from research and development to manufacturing [5]. Group 2: Recent Transactions - In February 2023, Guanglian Aviation announced a cash acquisition of a 40% stake in Xi'an Guanglian for approximately 201 million yuan, which was a related party transaction [6][8]. - The acquisition raised concerns as Xi'an Guanglian reported significant losses, with a net loss of 48.61 million yuan in 2023 and 9.44 million yuan in the first 11 months of 2024 [8][11]. Group 3: Financial Performance - Guanglian Aviation's total assets increased from 61.83 billion yuan in 2023 to 66.10 billion yuan in 2024, while total liabilities rose from 28.36 billion yuan to 33.55 billion yuan [7]. - The company's revenue grew by 11.5% in 2023 and 41.64% in 2024, but the net profit attributable to shareholders decreased by 30.28% in 2023 and turned negative in 2024 [10][11]. - The company's debt ratio has significantly increased, reaching 71.17% by the first quarter of 2025, up from 10% at the time of its IPO [8][10].
京沪高铁: 京沪高速铁路股份有限公司关于与财务公司签订《金融服务协议》暨关联交易的公告
Zheng Quan Zhi Xing· 2025-07-22 16:16
Core Viewpoint - The company has signed a financial service agreement with China Railway Finance Co., Ltd. to manage its existing funds and reduce financing costs for its subsidiary, enhancing financial efficiency and risk control [1][2][6]. Summary by Sections 1. Overview of Related Transactions - The financial service agreement aims to improve the company's fund utilization efficiency, broaden financing channels, and lower financing costs while ensuring risk control and meeting funding needs [2][6]. - The agreement is valid for three years, with a maximum daily deposit balance of RMB 3 billion and a maximum daily loan and discount balance of RMB 3 billion [2][6]. 2. Related Party Introduction and Relationship - The company and the financial company are under the same actual controller, China National Railway Group Co., Ltd., establishing a related party relationship [2][3]. 3. Basic Information of the Financial Company - The financial company, established on July 24, 2015, has a registered capital of RMB 10 billion and total assets of RMB 124.41 billion as of December 31, 2024 [3][4]. 4. Main Content of the Financial Service Agreement - The services include deposit, settlement, loan, and other financial services approved by the National Financial Supervision Administration [4][5]. - The financial company will provide services under conditions not less favorable than those offered to other members of the China Railway Group [5][6]. 5. Purpose and Impact of the Related Transactions - The financial services provided by the financial company will enhance the company's fund returns and address funding gaps for its subsidiary, ensuring no adverse effects on other shareholders or the company's independence [6][7]. 6. Review Procedures for the Related Transactions - The agreement was approved unanimously by the company's board and audit committee, with related directors abstaining from voting [6][7].
分众传媒: 公司董事会关于本次交易是否构成重大资产重组、关联交易及重组上市的说明
Zheng Quan Zhi Xing· 2025-07-22 16:16
Group 1 - The company plans to acquire 100% equity of Chengdu Xinchao Media Group Co., Ltd. through a combination of issuing shares and cash payment, involving 50 counterparties including Zhang Jixue, Chongqing JD Haijia E-commerce Co., Ltd., and Baidu Online Network Technology (Beijing) Co., Ltd. [1] - The preliminary estimated value of the target company's 100% equity is RMB 8.3 billion, and the transaction is not expected to meet the criteria for a major asset restructuring as defined by the relevant regulations [1][2] - The transaction is classified as a related party transaction since Zhang Jixue will be appointed as the company's Vice President and Chief Growth Officer after the transaction, making him a potential related party [1] Group 2 - The company’s control has not changed in the past 36 months, and the transaction will not alter the controlling shareholder or actual controller, thus it does not constitute a restructuring listing as per the regulations [2]