关联交易管理

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利欧股份: 关联交易管理办法(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-09-07 09:15
Core Viewpoint - The document outlines the management measures for related party transactions of Leo Group Co., Ltd., aiming to standardize the decision-making process and management responsibilities, ensuring fairness and transparency in transactions to protect the interests of shareholders, especially minority investors [1][2]. Group 1: General Principles - The management of related party transactions should adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality, without harming the interests of the company and non-related shareholders [1][2]. - The internal control construction for related party transactions must ensure that the rights of all shareholders, particularly minority shareholders, are not compromised during the review and approval process [2]. Group 2: Definition of Related Parties - Related parties include both related legal entities and individuals as defined by the relevant stock exchange rules [2][3]. - A legal entity is considered a related party if it directly or indirectly controls the company, holds more than 5% of the company's shares, or is controlled by individuals who are related to the company [2][3][5]. Group 3: 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 services [12][13]. - The pricing of related transactions should follow national pricing, market prices, or negotiated prices, ensuring that the terms are fair and reasonable [16][17]. Group 4: Decision-Making Procedures - Related transactions exceeding certain thresholds must be approved by independent directors and disclosed to shareholders [19][20]. - The company must submit relevant documents and reports for transactions that meet specified criteria, ensuring compliance with stock exchange regulations [22][23]. Group 5: Disclosure Requirements - The company is required to disclose related transactions in accordance with the regulations set by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, including transaction details and pricing policies [36][37]. - For daily related transactions, the company can estimate annual amounts and must disclose actual execution exceeding those estimates [38][39].
利欧股份: 关联交易管理办法
Zheng Quan Zhi Xing· 2025-09-07 09:14
Core Points - The document outlines the management measures for related party transactions of Leo Group Co., Ltd, aiming to standardize decision-making procedures and protect the interests of shareholders, especially minority investors [1][2][3] Group 1: General Principles - The management of related party transactions should adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality, ensuring no harm to the interests of the company and non-related shareholders [1][2] - The internal control construction for related party transactions must not infringe upon the legitimate rights and interests of all shareholders, particularly minority shareholders [1][3] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant influence or control over the company [2][3] - Legal entities that control the company directly or indirectly, hold more than 5% of shares, or are recognized by regulatory authorities as having a special relationship with the company are considered related parties [2][3] - Natural persons who hold more than 5% of shares, are directors or senior management, or have close family ties with such individuals are also classified as related parties [3][4] Group 3: Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, financial assistance, and management services [5][6] - The pricing of related party transactions should follow national pricing, market prices, or negotiated prices, ensuring fairness and transparency [5][6] Group 4: Decision-Making Procedures - Transactions exceeding certain thresholds must be approved by independent directors and may require shareholder meetings for further approval [7][8] - The company must disclose transactions that exceed specified amounts, ensuring compliance with regulatory requirements [7][8] Group 5: Disclosure Requirements - The company is required to disclose related party transactions in accordance with the regulations set by the China Securities Regulatory Commission and the Shenzhen Stock Exchange [13][14] - Disclosure must include transaction details, pricing discrepancies, and the nature of the related party's interests [13][14] Group 6: Supervision and Compliance - The audit committee has the authority to supervise the disclosure, review, and voting processes related to related party transactions [38][39] - Any changes or terminations of related party transactions must follow the established procedures outlined in the management measures [40]
弘元绿能: 关联交易管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Viewpoint - The document outlines the management system for related party transactions of Hongyuan Green Energy Co., Ltd, aiming to regulate such transactions to protect the interests of the company and its shareholders, especially minority investors [1][2]. Group 1: General Principles - Related party transactions must adhere to principles of honesty, equality, voluntariness, equivalence, and compensation [1][2]. - Transactions should be fair, just, and transparent, with related parties abstaining from voting on matters where they have a conflict of interest [1][2][3]. - The board of directors should assess whether related party transactions are beneficial to the company, potentially seeking independent evaluations [1][2]. Group 2: Definition and Scope - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3]. - The types of related party transactions include resource transfers, obligations, and various financial arrangements [3][4]. Group 3: Reporting and Disclosure - Company directors and significant shareholders must report related party relationships to the board for proper management [4][5]. - Transactions exceeding certain thresholds must be disclosed and approved by the board and, in some cases, the shareholders [6][7]. Group 4: Pricing and Management - Related party transactions must be documented with clear pricing agreements, following principles of national pricing, market pricing, or negotiated pricing [5][6]. - The finance department is responsible for tracking market prices and cost changes related to these transactions [6][7]. Group 5: Special Procedures for Daily Transactions - Daily related party transactions must follow specific procedures for approval and disclosure, including annual reporting of their execution [12][13]. - If the total transaction amount exceeds expected limits, the company must re-evaluate and disclose accordingly [12][13]. Group 6: Compliance and Oversight - The audit committee is tasked with overseeing the compliance of related party transactions, ensuring proper procedures are followed [10][11]. - Related directors and shareholders must abstain from voting on transactions where they have a conflict of interest [10][11]. Group 7: Implementation and Amendments - The management system will be effective upon approval by the shareholders' meeting and will be subject to amendments based on legal and regulatory changes [15][16].
恒基达鑫: 关联交易管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the management system for related party transactions of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to ensure that such transactions are legal, fair, and do not harm the interests of the company and its shareholders, especially minority investors [1][2] Group 1: General Principles - The company should avoid or minimize related party transactions [2] - Related party transaction prices must adhere to the principles of fairness, justice, openness, and equivalence, and should be determined through written agreements [2] - Necessary information disclosure regulations must be strictly followed for required related party transactions [2] Group 2: Definition and Scope of Related Party Transactions - Related party transactions include resource or obligation transfers between the company or its subsidiaries and related parties [4] - Related parties encompass both legal entities and natural persons, including asset purchases, sales, external investments, financial assistance, guarantees, leasing, and other specified transactions [4][5] Group 3: Approval Procedures - Related party transactions must follow specific pricing principles, including government pricing, market pricing, and negotiated pricing [9] - Transactions exceeding certain thresholds require approval from the board of directors or shareholders, with specific voting rules for related parties [11][12] Group 4: Disclosure Requirements - Transactions with amounts over 300,000 yuan or exceeding 0.5% of the latest audited net assets must be disclosed [13] - Annual reports must summarize the actual performance of daily related party transactions [10] Group 5: Responsibilities and Compliance - Company directors and senior management must monitor for any misuse of company funds by related parties [31] - Independent directors are required to review related party transactions quarterly to ensure compliance and protect company interests [31][32]
华鲁恒升: 华鲁恒升公司关联交易管理办法(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
山东华鲁恒升化工股份有限公司 关联交易管理办法 (二〇二五年九月四日修订) 第一章 总则 第一条 为规范山东华鲁恒升化工股份有限公司(以下称"公司")的关联交易行 为,提高公司规范运作水平,保护公司全体股东特别是中小股东及其他利益相关者的合 法权益,根据《中华人民共和国公司法》(以下称"《公司法》")《中华人民共和国证券 法》(以下称"《证券法》")《上市公司治理准则》《上海证券交易所股票上市规则》《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(2025 年 3 月修订)》 及《山东华鲁恒升化工股份有限公司章程》 (以下称"《公司章程》")等有关规定,结合 公司实际,特制定本制度。 第二条 本制度所称关联交易,是指本公司及本公司的控股子公司与本公司关联人 之间发生的转移资源或义务的事项。 (一)直接或者间接控制公司的法人或其他组织; (二)由上述第(一)项所列主体直接或者间接控制的除公司及其控股子公司以外 的法人或其他组织; (三)由第七条所列公司的关联自然人直接或者间接控制的,或者由关联自然人担 任董事(不含同为双方的独立董事)、高级管理人员的除公司及其控股子公司以外的法 人或其他组织; ...
奇精机械: 关联交易管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Viewpoint - The document outlines the management system for related party transactions of Qijing Machinery Co., Ltd, emphasizing the need for legality, necessity, reasonableness, and fairness in such transactions to protect the rights of the company and its shareholders [1][2]. Group 1: General Principles - The company aims to regulate related party transactions to ensure their legality and fairness, following relevant laws and regulations [1]. - Related party transactions should be priced fairly, with compliance in decision-making processes and information disclosure [2]. - Transactions with controlling shareholders or actual controllers must adhere to principles of equality, voluntariness, equivalence, and compensation [1][2]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [6][7]. - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares [6][7][8]. Group 3: Reporting and Disclosure - The board of directors' audit committee is responsible for overseeing related party transaction controls and management [2]. - Related party transactions must be disclosed in both temporary and periodic reports, adhering to the stock exchange's rules [2][5]. - The company must maintain a list of related parties and their relationships, updating it regularly [5][12]. Group 4: Decision-Making Procedures - Transactions exceeding certain monetary thresholds require board and shareholder approval, with specific amounts set for natural and legal persons [19][20]. - Independent directors must review related party transactions, ensuring that related directors abstain from voting [31][32]. Group 5: Pricing and Fairness - Related party transactions must be conducted under written agreements that specify pricing policies, ensuring that prices are fair and reflect market conditions [34][36]. - Various pricing methods are outlined, including cost-plus and comparable market prices, to ensure fairness in transactions [36][37]. Group 6: Special Provisions for Daily Transactions - Daily related party transactions must follow specific decision-making and disclosure obligations, with provisions for estimating total transaction amounts [52][54]. - Agreements for daily transactions exceeding three years must undergo re-evaluation and approval every three years [59]. Group 7: Exemptions from Disclosure - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from standard disclosure requirements [64][65]. - Transactions involving state secrets or commercial secrets may also be exempt from disclosure under specific conditions [66][67].
北汽蓝谷: 关联交易管理办法
Zheng Quan Zhi Xing· 2025-09-05 12:20
Core Points - The article outlines the management of related party transactions for Beijing Automotive Blue Valley New Energy Technology Co., Ltd, emphasizing the need for fairness, transparency, and compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The company aims to standardize the management of related party transactions to protect the interests of all shareholders and ensure compliance with laws such as the Company Law and Securities Law of the People's Republic of China [1][2] - Related party transactions must adhere to principles of honesty, benefit to company development, fairness, voluntary nature, and avoidance of conflicts of interest in voting [4][5] Group 2: Definition and Types of Related Party Transactions - Related party transactions are defined as the transfer of resources or obligations between the company, its subsidiaries, and related parties, including both daily and non-daily transactions [3][5] - Daily related party transactions include purchasing raw materials, selling products, providing or receiving services, and other transactions related to daily operations [5] - Non-daily related party transactions encompass asset purchases or sales, external investments, financial assistance, guarantees, and other significant transactions outside of daily operations [5][8] Group 3: Reporting and Approval Procedures - Company directors, senior management, and shareholders holding more than 5% of shares must report related party relationships and transactions to the board of directors [6][13] - Daily related party transactions exceeding certain thresholds must be submitted for board or shareholder approval and disclosed accordingly [9][10] - Non-daily related party transactions that meet specified financial thresholds require approval from independent directors and must be disclosed to shareholders [13][14] Group 4: Management Responsibilities - The financial management department is responsible for managing daily related party transactions, while the capital operation department oversees non-daily transactions [20][21] - The legal compliance department reviews related party contracts to mitigate legal risks [21] - The board of directors must ensure that related directors abstain from voting on transactions to maintain objectivity [30][31] Group 5: Pricing and Fairness - Related party transactions must be conducted at fair market prices, and any significant changes in transaction terms require re-approval [26][27] - Independent directors can seek external financial advice to assess the fairness of transaction pricing [28]
长青股份: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-09-05 10:16
Core Viewpoint - The company has established a set of regulations to govern related party transactions, ensuring compliance, necessity, and fairness while protecting investors' rights [1][2]. Group 1: 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 [2][3]. - The company must maintain a list of related parties and their relationships, which should be updated regularly [3][4]. Group 2: Related Party Transactions - Related party transactions encompass various activities such as asset purchases, sales, financial assistance, and management services [4][5]. - All related party transactions must be documented through written contracts that adhere to principles of equality and fairness [5][6]. Group 3: Decision-Making and Disclosure Procedures - Transactions below certain thresholds can be approved by the general manager, while larger transactions require independent board approval and timely disclosure [6][7]. - Transactions exceeding 30,000 yuan or 3 million yuan, and those impacting net assets significantly, must undergo rigorous review and disclosure processes [7][8]. Group 4: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, with specific exceptions for minority-owned subsidiaries under strict conditions [8][9]. - Guarantees for related parties require approval from a majority of non-related directors and must be disclosed to shareholders [9][10]. Group 5: Compliance and Reporting - The company must report related party transactions in annual and semi-annual reports, detailing the nature and terms of these transactions [10][11]. - Any changes in the nature of related party transactions or significant deviations from expected amounts must be disclosed promptly [11][12]. Group 6: Miscellaneous Provisions - The company must adhere to national laws and regulations regarding related party transactions, with the board responsible for revisions and interpretations of these rules [12][13]. - Any funds provided to related parties must be strictly regulated to prevent misuse or misallocation [13][14].
华恒生物: 关联交易管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Points - The document outlines the management system for related party transactions of Anhui Huaheng Biotechnology Co., Ltd, aiming to standardize transactions and protect the interests of the company and its shareholders [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1] - The company should take measures to regulate related party transactions to minimize and avoid them [1] Group 2: Definition of Related Parties - Individuals or entities that control the company directly or indirectly, hold more than 5% of shares, or are company directors or senior management are considered related parties [2][3] - Related transactions include asset purchases or sales, external investments, project transfers, and other transactions that may lead to resource or obligation transfers [3][4] Group 3: Decision-Making Procedures - Related directors must abstain from voting on related party transactions, and decisions require a majority of non-related directors [4][5] - Related shareholders must also abstain from voting, and their shares will not count towards the total valid votes [5][6] Group 4: Approval and Disclosure Requirements - Transactions exceeding certain thresholds must be approved by independent directors and disclosed [6][7] - Transactions with related individuals over 300,000 yuan or with related entities exceeding 0.1% of total assets or 3 million yuan require board approval [6][7] Group 5: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions [8][9] - Guarantees for related parties require approval from a majority of non-related directors and must be disclosed to shareholders [7][8] Group 6: Compliance and Accountability - The company must take protective measures against losses caused by related parties and hold responsible individuals accountable [11][12] - Financial management must adhere to strict regulations when dealing with related parties to prevent misuse of company resources [12][14] Group 7: Miscellaneous Provisions - The document specifies that the term "above" includes the stated number, while "below" and "exceed" do not [15] - The market value for related transaction disclosures is defined as the average closing market value over the 10 trading days prior to the disclosure [15]
海油工程: 海油工程关联交易管理办法
Zheng Quan Zhi Xing· 2025-09-04 11:14
Core Viewpoint - The article outlines the management measures for related party transactions of CNOOC Engineering Co., Ltd., emphasizing the need for fairness, transparency, and protection of shareholders' rights in such transactions [1][2]. Group 1: General Principles - The purpose of the management measures is to standardize related party transactions, ensuring they are fair and in compliance with relevant laws and regulations [1]. - Related party transactions include various forms of resource or obligation transfers between the company and its related parties [2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those holding more than 5% of shares [3][4]. - Specific criteria are established to identify related legal entities and natural persons, including control relationships and familial ties [4][5]. Group 3: Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and the protection of non-related shareholders' rights [5][6]. - The company must evaluate the necessity and reasonableness of transactions, ensuring that pricing is based on adequate benchmarks [9][10]. Group 4: Decision-Making and Disclosure Procedures - Major related party transactions require approval from independent directors and must be reviewed by the audit committee [12][13]. - Related directors must abstain from voting on transactions to avoid conflicts of interest [6][7]. Group 5: Specific Transaction Requirements - Transactions exceeding 3 million yuan and accounting for more than 0.5% of the company's net assets must be disclosed [15][16]. - Transactions involving related parties that exceed 30 million yuan and account for over 5% of net assets require shareholder meeting approval [17][18]. Group 6: Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions outlined [19][20]. - Guarantees provided to related parties must also undergo rigorous approval processes to ensure compliance with regulations [22][23]. Group 7: Daily Operations and Reporting - Daily related party transactions must be disclosed in annual and semi-annual reports, with significant changes requiring re-evaluation and approval [28][29]. - The company can estimate annual transaction amounts for daily operations, but must disclose any significant deviations from these estimates [30][31].