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华光新材: 华光新材关联交易制度
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Viewpoint - The article outlines the related party transaction system of Hangzhou Huaguang Welding New Materials Co., Ltd., aiming to regulate related party transactions to protect the rights and interests of the company and its non-related shareholders [2][3]. Group 1: General Principles - The related party transactions should adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality, ensuring no harm to the company and other shareholders' interests [2]. - Written agreements must be signed for related party transactions, with clear and specific terms [2]. - Shareholders, directors, and senior management must not exploit their relationships to harm the company's interests and are liable for any losses incurred [2]. Group 2: Related Parties and Transactions - Related parties include controlling shareholders, actual controllers, directors, senior management, and entities they control, as well as individuals holding more than 5% of shares [3][4]. - Related transactions involve the transfer of resources or obligations between the company and its related parties [4]. Group 3: Disclosure and Decision-Making Procedures - Related transactions must be disclosed in interim and annual reports according to relevant regulations [3]. - Directors with related relationships must abstain from voting on related transaction resolutions, which require a majority of non-related directors to pass [6][7]. - Related shareholders must also abstain from voting on related transactions at shareholder meetings [15][16]. Group 4: Transaction Standards and Exemptions - Transactions exceeding certain thresholds, such as 300,000 yuan for individuals or 1% of total assets for entities, require independent director approval and disclosure [18]. - Certain transactions, such as cash subscriptions for public offerings or receiving dividends, may be exempt from the related transaction procedures [33]. Group 5: Pricing of Related Transactions - Related party transaction pricing must be fair and can be based on government pricing, market prices from independent third parties, or reasonable costs plus profit [34][35]. - If no comparable market prices exist, reasonable pricing methods must be disclosed [36]. Group 6: Implementation and Effectiveness - The related party transaction system will take effect upon approval by the company's shareholders [39][50].
三六零: 三六零安全科技股份有限公司关联交易制度
Zheng Quan Zhi Xing· 2025-08-26 16:35
Core Viewpoint - The document outlines the regulations and procedures for related party transactions of 360 Security Technology Co., Ltd, emphasizing compliance with relevant laws and the importance of transparency in decision-making processes [1][11]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions are defined as transactions involving the transfer of resources or obligations between the company, its subsidiaries, and related parties [1]. - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3]. Group 2: Approval and Disclosure Requirements - Transactions exceeding 300,000 yuan with related legal entities must be approved by the board and disclosed as per listing rules [5]. - Transactions over 30,000 yuan with related natural persons also require board approval and timely disclosure [9]. - For transactions exceeding 30 million yuan and 5% of the company's latest audited net assets, an audit or evaluation report must be disclosed, and the transaction must be submitted for shareholder approval [6]. Group 3: Voting and Conflict of Interest - Related directors must abstain from voting on related party transactions, and the presence of non-related directors is required for the board meeting to proceed [7]. - Shareholders with a conflict of interest must also abstain from voting on related transactions [4]. Group 4: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions where equal financial support is provided by other shareholders [10][11]. - Guarantees provided to related parties must be approved by a majority of non-related directors and submitted for shareholder approval [7]. Group 5: Daily Transactions and Reporting - Daily related party transactions must be disclosed in annual and semi-annual reports, and any significant changes to agreements must be reported [9]. - The company can estimate annual daily transaction amounts and must disclose any amounts exceeding the estimated figures [9].
汇通能源: 关联交易制度
Zheng Quan Zhi Xing· 2025-08-25 17:08
Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Shanghai Huitong Energy Co., Ltd, ensuring legality, fairness, and protection of shareholders' interests [1][2]. Group 1: 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 definition of related parties extends to individuals closely related to significant shareholders and those in management positions [2][3]. Group 2: Related Transactions - Related transactions encompass various activities such as asset purchases or sales, financial assistance, guarantees, and management services between the company and its related parties [3][6]. - Specific thresholds for transaction amounts are established, requiring different levels of approval based on the nature and size of the transaction [12][13]. Group 3: Approval Procedures - The board of directors must ensure that related directors abstain from voting on transactions, and a majority of non-related directors must approve the decisions [4][5]. - Transactions exceeding certain monetary thresholds require additional scrutiny and must be presented to the shareholders' meeting for approval [8][9]. Group 4: Pricing and Fairness - Related party transactions must be priced fairly, adhering to principles that prevent exploitation of market power [24][25]. - Various pricing methods are outlined, including cost-plus and comparable market prices, to ensure fair valuation of transactions [15][24]. Group 5: Disclosure and Reporting - The company is required to disclose related party transactions in annual and interim reports, ensuring transparency in dealings with related parties [22][23]. - Specific reporting requirements are established for transactions that exceed defined thresholds, including the need for independent audits or evaluations [8][12].
海正药业: 浙江海正药业股份有限公司关联交易制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-25 17:05
《股票上市规则》") 《上海证券交易所上市公司自律监管指引第 结合公司实际情况,制订本制度。 浙江海正药业股份有限公司关联交易制度 浙江海正药业股份有限公司 关联交易制度 第一章 总则 第一条 为了规范浙江海正药业股份有限公司(以下简称"公司")的关联交易, 保证公司与关联方之间所发生的交易符合公平、公正、公开的原则,同时为保证公司 各项业务通过合理、必要的关联交易得以顺利的开展,保障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》《上海证券交易所股票 上市规则》 (以下简称" 第二章 关联人 第二条 公司关联人包括关联法人(或者其他组织)和关联自然人。 第三条 具备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): (一)直接或者间接控制公司的法人(或者其他组织); (二)由上述第(一)项法人(或者其他组织)直接或者间接控制的除公司、控 股子公司及控制的其他主体以外的法人(或者其他组织); (三)关联自然人直接或者间接控制的,或者担任董事(不含同为双方的独立董 事)、高级管理人员,除公司、控股子公司及控制的其他主体以外的法人(或者其他组 织); (四)持 ...
千里科技: 重庆千里科技股份有限公司关联交易制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:49
General Principles - The purpose of the system is to regulate related party transactions of Chongqing Qianli Technology Co., Ltd., ensuring fairness and protecting the interests of all shareholders, especially minority shareholders [1] - The company must ensure the legality, necessity, reasonableness, and fairness of related party transactions, maintaining independence and not using these transactions to manipulate financial indicators [2] Related Parties and Transactions - Related parties include both legal entities and natural persons that have specific relationships with the company [2] - Related transactions refer to the transfer of resources or obligations between the company and its related parties, which must adhere to basic principles [3] Decision-Making and Disclosure of Related Transactions - Proposed related transactions must be detailed by the finance department, including specifics, pricing basis, and impact on the company and shareholders [3] - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [4] Approval and Disclosure Requirements - Transactions with related natural persons over 300,000 yuan and with related legal entities over 30 million yuan must undergo specific approval and disclosure processes [4] - Daily related transactions may be exempt from audit or evaluation if they meet certain criteria [4] Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions [5] - Guarantees provided to related parties require approval from non-related directors and must be disclosed to shareholders [5] Joint Investments and Capital Changes - Joint investments and capital changes with related parties must be calculated based on the company's contribution and adhere to the established approval and disclosure standards [6] Cumulative Calculations for Related Transactions - Related transactions occurring within 12 months must be cumulatively calculated for disclosure and approval purposes [8] Daily Related Transactions - Daily related transactions can be estimated and disclosed based on reasonable projections, with specific reporting requirements for actual execution exceeding estimates [9] Exemptions from Approval and Disclosure - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual approval and disclosure processes [10] Board and Shareholder Meeting Procedures - Related directors and shareholders must abstain from voting on related transactions to ensure impartiality in decision-making [18][19] Miscellaneous Provisions - Any matters not covered by this system or conflicting with relevant laws and regulations will be governed by those laws [20] - The board of directors is responsible for interpreting and amending this system [21][22]
海泰新光: 关联交易制度
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Viewpoint - The document outlines the related party transaction system of Qingdao Haitai Newlight Technology Co., Ltd, emphasizing fairness, transparency, and compliance with laws and regulations to protect the rights of the company and non-related shareholders [1]. Group 1: General Principles - The system is established to ensure that related party transactions are fair, just, and open, in accordance with the Company Law of the People's Republic of China and the company's articles of association [1]. - Related party transactions must be documented in written agreements that adhere to principles of equality, voluntariness, equivalence, and compensation [1]. - The pricing of related party transactions should generally align with market prices or standards set by independent third parties [1]. Group 2: Definition of Related Transactions and Parties - Related party transactions include significant transactions such as asset purchases or sales, investments, project transfers, and guarantees, among others [4][5]. - Related parties are defined as individuals or entities with specific relationships to the company, including family members of key personnel and entities controlled by them [3][4]. Group 3: Avoidance Procedures - Board members with a conflict of interest must abstain from voting on related party transactions, and the presence of a majority of non-related directors is required for decision-making [5][6]. - Shareholders with a conflict of interest must also abstain from voting on related party matters, and the company must maintain records of non-related shareholders' voting [6][7]. Group 4: Transaction Procedures - Transactions exceeding 30 million yuan or 1% of the company's total assets must be submitted for shareholder approval [12]. - Transactions involving related parties that exceed 300,000 yuan or 0.1% of total assets must be reviewed by the board [13]. - The company must disclose and follow specific procedures for daily related party transactions, including annual estimates and re-evaluations if actual amounts exceed estimates [18]. Group 5: Internal Control Measures - Major shareholders and executives must report any changes in related party relationships to ensure accurate records [21]. - The company must conduct thorough due diligence on transaction parties and pricing to prevent conflicts of interest and ensure fair dealings [23][24]. - Independent directors should regularly review transactions to safeguard against potential misuse of company resources by related parties [10].
龙韵股份: 龙韵股份关联交易制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Points - The document outlines the related party transaction system of Shanghai Longyun Cultural Technology Group Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties [1][2] - The system is established in accordance with the Company Law of the People's Republic of China and aims to protect the legitimate rights and interests of the company and non-related shareholders [1][2] Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have a significant influence or control 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 [4][5] - 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 [5][6] Group 2: Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, and financial assistance [6][7] - The pricing of related transactions must be fair and should not deviate from market prices set by independent third parties [6][8] Group 3: Decision-Making Procedures - The company must take necessary measures to avoid conflicts of interest during the decision-making process for related transactions [9][10] - Related directors must abstain from voting on matters related to transactions in which they have a conflict of interest [9][10] - Transactions exceeding certain monetary thresholds require approval from the board of directors or shareholders, with independent directors providing separate opinions [10][11] Group 4: Documentation and Compliance - All related transactions must be documented with written contracts that specify the terms and conditions [12][13] - The company is required to maintain records of decision-making processes and resolutions related to related transactions for a period of ten years [12][13]
大名城: 上海大名城企业股份有限公司关联交易制度
Zheng Quan Zhi Xing· 2025-08-22 13:12
Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Shanghai Daming City Enterprise Co., Ltd, aiming to standardize operations and protect investors' rights [1][2]. Group 1: General Principles - The company establishes this system to regulate related party transactions and enhance operational standards [1]. - Related party transactions must be disclosed in accordance with the Stock Listing Rules and accounting standards [2]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [5][6]. - A legal entity is considered a related party if it directly or indirectly controls the company or holds more than 5% of its shares [6][7]. Group 3: Reporting and Approval Procedures - Company directors and major shareholders must report their related party relationships to the company [10]. - Related transactions exceeding certain thresholds require approval from independent directors and must be disclosed [17][18]. Group 4: Transaction Types - Related party transactions include asset purchases, financial support, guarantees, and management services [9][10]. - Specific transactions, such as those involving significant amounts or affecting net assets, require additional scrutiny and disclosure [18][19]. Group 5: Pricing and Fairness - The company must ensure that related party transactions are priced fairly, using market prices or cost-plus methods as benchmarks [39][40]. - If no comparable market prices exist, the company must disclose the pricing principles and methods used [42].
福瑞达: 鲁商福瑞达医药股份有限公司关联交易制度
Zheng Quan Zhi Xing· 2025-08-21 13:13
Core Points - The document outlines the regulations and principles governing related party transactions for Lushang Furuida Pharmaceutical Co., Ltd, ensuring legality, fairness, and protection of shareholders' rights, especially for minority and non-related shareholders [1][2][3] Group 1: General Principles - The company aims to minimize related party transactions and ensure that transaction prices are fair, just, and publicly disclosed [2][3] - Related party transactions must not harm the legal rights of all shareholders, particularly minority and non-related shareholders [3] Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [4][5] - Specific criteria are established for identifying related legal entities and natural persons, including ownership thresholds and management positions [5][6] Group 3: Scope of Related Transactions - Related transactions encompass resource transfers or obligations between the company and its related parties, including various financial and operational activities [11][12] Group 4: Decision-Making Procedures and Disclosure - Transactions exceeding 30 million yuan or 5% of the company's net assets require disclosure and shareholder approval [12][13] - Daily related transactions may not require auditing unless specified by regulatory authorities or company bylaws [12][13] Group 5: Pricing and Management of Related Transactions - Pricing for related transactions should primarily follow market prices, with alternative methods like cost-plus pricing applicable when market prices are unavailable [26][27] 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 requirements [30][31]
德龙汇能: 关联交易制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-15 16:35
德龙汇能集团股份有限公司 DELONG COMPOSITE ENERGY GROUP CO., LTD 关联交易制度 [经2025年8月14日公司第十三届董事会第十八次会议审议通过] 二○二五年八月 第一章 总则 第一条 为规范德龙汇能集团股份有限公司(以下简称"公 司")的关联交易,确保公司的关联交易行为不损害公司和非关 联股东的合法权益,保证公司与关联人之间的关联交易符合公平、 公正原则,根据《公司法》《证券法》《深圳证券交易所股票上 市规则》等有关法律、法规、规范性文件及《德龙汇能集团股份 有限公司章程》(以下简称"公司《章程》")中的有关规定, 制定本制度。 第二条 公司与关联人进行交易时,应遵循以下基本原则: (一)符合诚实信用原则; (二)符合公开、公平、公正的原则; (三)关联股东、关联董事应当回避关联交易事项的表决; (四)不得损害公司及股东的合法权益; (五)需遵循法律、法规、相关规范性文件、公司《章程》 及本制度的其他有关规定。 第三条 本制度适用于公司及公司直接或间接控制的子公司 (以下简称 "控股子公司")。控股子公司与公司关联人发生 的关联交易,视同公司与公司关联人的交易,适用本制度 ...