Workflow
关联交易决策制度
icon
Search documents
苏宁环球: 关联交易决策制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:30
Core Points - The article outlines the related party transaction decision-making system of Suning Universal Co., Ltd, aimed at protecting the legal rights of the company and its shareholders while ensuring the legality, necessity, and fairness of related party transactions [2][3][21]. Chapter Summaries Chapter 1: General Principles - The system is established to ensure compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. Chapter 2: Related Transactions and Related Parties - Related transactions refer to resource or obligation transfers between the company or its subsidiaries and related parties, including asset purchases or sales [2][4]. - Related parties include both legal entities and natural persons that meet specific criteria, such as holding more than 5% of the company's shares or being a director or senior management [4][5]. Chapter 3: Decision-Making Procedures and Disclosure of Related Transactions - The basic principle for pricing related transactions is to follow national pricing if available; otherwise, industry pricing or local market prices should be used [7]. - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed, with specific monetary thresholds set for different types of transactions [7][8]. - The company must disclose related transactions in its annual and semi-annual reports, categorizing and summarizing the actual performance of these transactions [16]. Chapter 4: Supplementary Provisions - The system will be interpreted and revised by the board of directors and will take effect upon approval by the shareholders' meeting [28][30].
祥生医疗: 无锡祥生医疗科技股份有限公司关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-29 17:11
Core Viewpoint - The document outlines the decision-making system for related party transactions of Wuxi Xiangsheng Medical Technology Co., Ltd, aiming to protect the rights of the company, shareholders, and creditors while ensuring fairness in related party transaction decisions [1][2]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions are defined as transactions between the company or its subsidiaries and related parties, including asset purchases or sales, external investments, project transfers, licensing agreements, guarantees, leasing, asset management, donations, debt restructuring, financial assistance, and other transactions recognized by the Shanghai Stock Exchange [2][3]. - Related parties include individuals or entities that control the company, hold more than 5% of shares, company directors, senior management, and their close family members, as well as other entities that may have a special relationship with the company [2][3]. Group 2: General Provisions for Related Party Transactions - The company must ensure that related party transactions are legal, necessary, reasonable, and fair, maintaining independence and not using these transactions to manipulate financial indicators [3][4]. - All related party transactions must be documented in written agreements that adhere to principles of good faith, equality, and fair compensation, with clear and specific content [3][4]. Group 3: Decision-Making and Approval Process - Related party transactions exceeding certain thresholds must be submitted for board approval and disclosed promptly, including transactions over 300,000 yuan with related individuals or those exceeding 1% of the company's total audited assets or market value [8][9]. - The board must ensure that related directors abstain from voting on transactions where they have a conflict of interest, and decisions must be made by a majority of non-related directors [3][4]. Group 4: Reporting and Disclosure Requirements - Related parties must report any potential transactions in writing to the board or shareholders, detailing the nature and extent of the relationship and the transaction agreement [3][4]. - The company is required to disclose related party transactions in its annual and semi-annual reports, and if agreements exceed three years, they must be reviewed periodically [10][11].
塞力医疗: 关联交易决策制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 16:51
General Principles - The company establishes a decision-making system for related party transactions to ensure fairness and reasonableness in transactions with related parties, in compliance with relevant laws and regulations [2][3][4] - The internal control of related party transactions should adhere to principles of honesty, equality, voluntariness, fairness, and openness, protecting the interests of all shareholders, especially minority shareholders [2][3] Definition of Related Parties and Transactions - 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 [5][6] - Related party transactions encompass various activities, including asset purchases, financial assistance, and service provisions [8][9] Decision-Making Authority for Related Transactions - Transactions exceeding certain thresholds, such as 3 million yuan or 0.5% of the latest audited net assets, require approval from a majority of independent directors and must be disclosed [9][10] - Transactions involving guarantees for related parties must receive approval from a supermajority of non-related directors and be submitted for shareholder meeting review [11][12] Pricing and Execution of Related Transactions - Related party transactions must be conducted at fair prices, with written agreements outlining pricing policies [29][30] - The company must ensure that related party transactions do not harm its interests or those of other shareholders, and must take measures to prevent related parties from monopolizing business channels [36][37] Information Disclosure - The company is required to disclose details of related party transactions, including the nature of the relationship, transaction terms, and pricing basis, in accordance with stock exchange regulations [38][39] - Annual and semi-annual reports must include significant related party transactions and their impacts on the company [27][28]
天新药业: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-29 16:17
General Principles - The purpose of the decision-making system for related party transactions is to standardize transactions between Jiangxi Tianxin Pharmaceutical Co., Ltd. and related parties, ensuring fairness, openness, and justice, while protecting the legitimate rights and interests of all shareholders [1][2][3] Definition of Related Transactions - Related transactions include various actions such as asset purchases or sales, external investments, financial assistance, guarantees, leasing, management of assets, and more [1][3] - Related parties are defined as individuals or entities that have control or influence over the company, including natural persons and legal entities [1][3] Pricing Principles and Methods - The pricing of related transactions should follow specific principles, including government pricing, market prices from independent third parties, and reasonable cost plus profit methods [4][5] - Various pricing methods are outlined, such as cost-plus method, resale price method, comparable uncontrolled price method, and profit split method [4][5] Decision-Making Authority - The General Manager has the authority to approve related transactions below certain thresholds, while transactions exceeding these thresholds require board approval and must be disclosed [7][11] - Transactions involving guarantees for related parties require approval from a majority of non-related directors and must be submitted to the shareholders' meeting [5][11] Review Procedures - Related transactions must be reported in writing to the General Manager, who will organize a review and approval process [17][18] - Independent directors must participate in the review of related transactions, and legal or financial advisors may be consulted for professional opinions [19][20] Disclosure Requirements - Transactions that meet specific thresholds must be disclosed in detail, including the nature of the transaction, related parties, and financial impacts [21][22] - For transactions involving equity, an audit report must be provided, while other asset transactions require an evaluation report [20][21] Voting and Conflict of Interest - Related directors and shareholders must abstain from voting on related transactions to avoid conflicts of interest [26][29] - The board's decisions on related transactions require approval from a majority of non-related directors [15][26] Implementation and Amendments - The decision-making system will take effect upon approval by the shareholders' meeting and will be subject to amendments as necessary [40][41]
招商轮船: 招商局能源运输股份有限关联交易决策制度(草案)(2025年))
Zheng Quan Zhi Xing· 2025-08-27 16:40
Core Points - The document outlines the decision-making system for related party transactions of China Merchants Energy Transportation Co., Ltd, aiming to ensure the legality, fairness, and reasonableness of such transactions while protecting the rights of shareholders, especially minority shareholders [2][3][5] Group 1: General Principles - The system is established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] - Related party transactions must comply with the company's articles of association and this system [2][3] - Transactions involving the company's controlling subsidiaries are treated as company transactions and are subject to this system [2] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a specific relationship with the company [3] - Legal entities are considered related if they control the company directly or indirectly, or if they are controlled by individuals who are related to the company [3][4] - Natural persons are considered related if they hold more than 5% of the company's shares or are directors or senior management of the company [4] Group 3: Scope and Principles of Related Transactions - Related transactions include resource or obligation transfers between the company and related parties, covering various types of transactions such as asset purchases, financial assistance, and service provision [5][6] - The company must ensure that related transactions are conducted in good faith and do not harm the interests of the company and non-related shareholders [6][7] Group 4: Decision-Making Procedures and Disclosure - The company must thoroughly understand the transaction's true nature and the counterparty's credibility before approving related transactions [6][7] - Transactions exceeding certain thresholds must be submitted to the board of directors for approval and disclosed accordingly [6][7] - Related directors must abstain from voting on transactions in which they have a conflict of interest [8][9] Group 5: Special Provisions for Daily Related Transactions - Daily related transactions must be disclosed and approved according to specific procedures, especially if they exceed previously estimated amounts [12][13] - The company must re-evaluate and disclose any significant changes to ongoing daily related transaction agreements [12][13] Group 6: Miscellaneous Provisions - The document specifies that related directors and shareholders are defined based on their relationships with the transaction parties [14][15] - The system will be effective upon approval by the company's shareholders and will be interpreted by the board of directors [15]
上海雅仕: 关联交易决策制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 16:12
Core Viewpoint - The document outlines the decision-making system for related party transactions of Shanghai Yashi Investment Development Co., Ltd, ensuring fairness, legality, and transparency in transactions with related parties to protect the interests of the company and non-related shareholders [1][2]. Group 1: General Principles - The company must ensure that related party transactions are legal, necessary, reasonable, and fair, maintaining independence and not using these transactions to manipulate financial indicators [1][2]. - Related party transactions must comply with relevant laws, regulations, and the company's articles of association [2]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling or significant influence over the company [2][3]. - Specific criteria for identifying related legal entities include control relationships and ownership of more than 5% of shares [2][3]. Group 3: Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including various types of agreements and contracts [4][5]. - The company must take effective measures to prevent related parties from interfering with its operations through monopolistic practices [5]. Group 4: Decision-Making Procedures - Contracts or agreements involving related transactions must be in writing and adhere to principles of equality and mutual benefit [5][6]. - The board of directors must avoid conflicts of interest during the approval of related transactions, with related directors required to abstain from voting [6][8]. Group 5: Approval and Disclosure Standards - Transactions exceeding certain thresholds, such as 300,000 yuan for natural persons or 30 million yuan for legal entities, require board approval and must be disclosed [10][14]. - The company must hire independent financial advisors for significant related transactions to ensure fairness and reasonableness [11][14]. Group 6: Information Disclosure - The company must disclose related transactions that meet specific criteria, including transaction amounts and the nature of the relationships involved [32][34]. - Disclosure must include details such as transaction parties, pricing, and any relevant approvals from regulatory bodies [36][37]. Group 7: Other Provisions - The company must maintain records of related transaction decisions for a period of 10 years [47]. - The decision-making system will take effect upon approval by the company's shareholders and will supersede any previous related transaction decision-making systems [51].
力合微: 关联交易决策制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 12:08
Core Points - The article outlines the decision-making system for related party transactions of Shenzhen Lihe Microelectronics Co., Ltd, ensuring fairness and transparency in transactions to protect the rights of the company and non-related shareholders [5][6][12] Group 1: Related Party Definition - Related parties include individuals or entities that have significant control or influence over the company, such as shareholders holding more than 5% of shares, directors, and senior management [4][5][6] - The definition of related parties also extends to family members of the aforementioned individuals, as well as entities controlled by them [5][6] Group 2: Transaction Types - Related party transactions encompass various types of dealings, including asset purchases or sales, investments, project transfers, and financial guarantees [6][7] - The company must ensure that pricing methods for these transactions are clearly defined and fair [6][7] Group 3: Decision-Making Procedures - The decision-making process for related party transactions requires written contracts and adherence to principles of equality, voluntariness, and fair compensation [6][9] - Transactions exceeding certain monetary thresholds must be approved by the board of directors and may require shareholder approval [10][11] Group 4: Disclosure Requirements - The company is obligated to disclose related party transactions in accordance with stock exchange regulations, including details about the nature of the transaction, pricing, and the parties involved [13][15] - Annual and semi-annual reports must summarize related party transactions, and any significant changes must be disclosed promptly [13][15] Group 5: Exemptions and Special Cases - Certain transactions may be exempt from the usual approval and disclosure requirements, such as those involving public offerings or transactions at government-set prices [14][15] - The company must maintain records of related party transaction decisions for a period of twenty years [15][16]
中源家居: 中源家居股份有限公司关联交易决策制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 10:29
中源家居股份有限公司 关联交易决策制度 (修订稿) 第一章 总则 第一条 为规范中源家居股份有限公司(以下简称"公司")的关联交易行 为,保护公司和投资者的合法权益,根据《中华人民共和国公司法》《中华人民 共和国证券法》 《上海证券交易所股票上市规则》 (以下简称"《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》等有关法律、法规、规范 性文件以及《公司章程》的有关规定,特制定本制度。 第二条 公司关联交易应当定价公允、决策程序合规、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。 第三条 公司临时报告和定期报告中非财务报告部分的关联人及关联交易 的披露应当遵守《股票上市规则》和《公开发行证券的公司信息披露内容与格式 准则第 2 号——年度报告的内容与格式》的规定。公司与合并报表范围内的控股 子公司发生的或者上述控股子公司之间发生的交易,除中国证券监督管理委员会 (以下简称"中国证监会")和上海证券交易所另有规定外,免于按照本制度规 定披露和履行相应程序。 定期报告中财务报告部分的关联人及 ...
润达医疗: 关联交易决策制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 10:24
Core Viewpoint - The document outlines the decision-making procedures for related party transactions of Shanghai RunDa Medical Technology Co., Ltd, aiming to protect the interests of the company and minority shareholders while ensuring compliance with relevant laws and regulations [1]. Summary by Sections Related Party Transactions Definition - Related party transactions refer to the transfer of resources or obligations between the company, its subsidiaries, and related parties, including various forms of financial assistance, asset transactions, and joint investments [1][2]. Identification of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, its directors, senior management, and significant shareholders [2][3]. Board and Shareholder Meeting Procedures - Related directors must abstain from voting on transactions where they have a conflict of interest, and decisions must be made by a majority of non-related directors [4][5]. - Related shareholders must also abstain from voting on relevant transactions, ensuring that their voting rights do not influence the outcome [5][12]. Transaction Approval and Disclosure - Transactions exceeding certain thresholds (e.g., 300,000 yuan for individuals, 3 million yuan for entities) require approval from independent directors and must be disclosed [10][11]. - For transactions above 30 million yuan or 5% of the company's net assets, board approval is required before submission to the shareholders' meeting [11]. Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions where equal terms are offered to all shareholders [12][9]. - Guarantees provided to related parties must also follow strict approval processes involving non-related directors and must be disclosed to shareholders [9]. Daily Related Transactions - Daily related transactions must be documented and disclosed, with specific procedures for approval and reporting based on transaction amounts [14][15]. Exemptions from Approval - Certain transactions, such as those providing unilateral benefits to the company without obligations, may be exempt from the usual approval and disclosure requirements [14]. Implementation and Amendments - The decision-making procedures are subject to amendments by the board and will take effect upon approval by the shareholders' meeting [15].
东方环宇: 东方环宇关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-26 09:17
Core Points - The article outlines the related party transaction decision-making system of Xinjiang Dongfang Huanyu Gas Co., Ltd. to regulate related party transactions and protect the rights of shareholders and creditors, especially minority investors [1][2][3] Group 1: Definition of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company, such as those controlling more than 5% of shares [1][2] - Related transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, financial assistance, and guarantees [3][4][5] Group 2: Reporting and Disclosure Requirements - Company directors, senior management, and shareholders holding more than 5% of shares must report related party lists and relationships to the board [6][7] - The company must disclose related party transactions in a timely manner, especially those exceeding 30 million yuan or 0.5% of the latest audited net assets [6][7][8] Group 3: Decision-Making Procedures - The decision-making process for related party transactions requires board approval for transactions above specified thresholds, ensuring transparency and fairness [5][6][7] - Related directors must abstain from voting on transactions to avoid conflicts of interest [9][10] Group 4: Exemptions and Special Cases - Certain transactions, such as those involving wholly-owned subsidiaries, may be exempt from the usual approval processes [8][9] - The company is prohibited from providing financial assistance to related parties, with specific exceptions outlined for non-controlling related companies [10][11]