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华电科工股份有限公司 2026年第一次临时股东会决议公告
Zheng Quan Ri Bao· 2026-01-14 06:11
Group 1 - The company held its shareholder meeting on January 13, 2026, at the Huadian Development Building in Beijing, with a combination of on-site and online voting [2] - The meeting was presided over by Vice Chairman Mr. Zhou Yunshan, and the voting methods complied with the Company Law and the company's articles of association [2] - Out of 9 current directors, 6 attended the meeting, while the Chairman and two other directors were absent due to work commitments [3] Group 2 - Three non-cumulative voting proposals were reviewed and approved during the meeting, including the expected daily related transactions for 2026, the renewal of the financial service agreement with China Huadian Group Finance Co., Ltd., and amendments to the company's related transaction management system [4] - The related shareholders, China Huadian Science and Technology Group Co., Ltd., abstained from voting on the first two proposals due to their related party status [5] Group 3 - The meeting was witnessed by Beijing Jingtian Gongcheng Law Firm, with lawyers providing legal opinions confirming that the meeting's procedures complied with relevant laws and regulations [6]
天津泰达资源循环集团股份有限公司第十一届董事会第二十五次(临时)会议决议公告
Group 1 - The company held its 25th temporary board meeting on November 11, 2025, with all eight directors present, including six via video conference [2][3] - The board approved the reappointment of Zhongshun Yatai Certified Public Accountants as the auditor for the fiscal year 2025, with a unanimous vote of 8 in favor [3][39] - The board also approved the performance incentive plan for senior management for the year 2024, along with several amendments to internal governance documents [5][6][12] Group 2 - The company plans to hold its sixth temporary shareholders' meeting on November 27, 2025, with a registration date of November 24, 2025 [57][59] - The meeting will include voting on various proposals, including the reappointment of the accounting firm and amendments to internal policies [64][65] - The company ensures compliance with relevant laws and regulations in the organization of the shareholders' meeting [58][60]
美埃科技: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Viewpoint - The document outlines the management system for related party transactions of Meiyah (China) Environmental Technology Co., Ltd., aiming to regulate decision-making processes and protect the interests of the company and minority shareholders [1]. Group 1: General Principles - The internal control of related party transactions should adhere to principles of honesty, equality, fairness, openness, and written agreements, ensuring no harm to the company or other shareholders [1][2]. - Related party transactions must not conceal relationships or misrepresent transactions as non-related [1]. Group 2: Definition of Related Parties - Related parties include natural persons, legal entities, and organizations that are deemed related, such as family members of key stakeholders and entities holding more than 5% of shares [3][4]. - Specific criteria for identifying related parties include direct or indirect control over the company, significant shareholding, and close familial relationships with key management [5][6]. Group 3: Types of Related Party Transactions - Related party transactions encompass various activities, including asset purchases or sales, investments, project transfers, licensing agreements, guarantees, and financial assistance [4][7]. - Transactions that are part of daily operations, such as purchasing raw materials or selling products, are excluded from this definition [2]. Group 4: Pricing and Management of Related Party Transactions - The pricing of related party transactions must be fair and based on market standards, with written agreements detailing pricing policies [7][9]. - If significant changes occur in transaction terms, the company must follow the approval process again based on the revised amounts [7]. Group 5: Approval Procedures - Transactions exceeding RMB 300,000 or 0.1% of the company's total assets require board approval and must be disclosed promptly [11][12]. - Transactions above RMB 30 million or 1% of total assets must be submitted for shareholder approval, including necessary evaluations and reports [12][14]. Group 6: Disclosure and Execution - The company must disclose related party transactions accurately according to relevant laws and regulations [24]. - Approved transactions must be implemented by the management team, and any changes to the main content of the contracts require prior consent from the approving body [26][28]. Group 7: Special Provisions for Premium Purchases - If the purchase price of related party assets exceeds 100% of the book value, the company must provide a profit forecast report and facilitate shareholder participation in voting [29][30]. - The company must disclose any discrepancies between actual profits and forecasted profits for three consecutive years following the transaction [20][23].
佳都科技: 佳都科技关联(连)交易管理制度(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - The document outlines the management system for related party transactions of Jiadu Technology Group Co., Ltd, aiming to standardize related transactions, enhance operational compliance, and protect the rights of shareholders [1][2][3] Group 1: General Principles - The system is established in accordance with the Shanghai Stock Exchange Listing Rules, the Hong Kong Stock Exchange Listing Rules, and the company's articles of association [1] - Related transactions include those defined under both the Shanghai and Hong Kong regulations, ensuring comprehensive coverage [1][2] Group 2: Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons who have significant control or ownership over the company [4][5] - Specific criteria for identifying related legal entities include direct or indirect control, significant shareholding, and other relationships that may lead to preferential treatment [4][5][6] Group 3: Reporting and Disclosure Requirements - The company must disclose related party transactions in both interim and annual reports, adhering to the relevant accounting standards and regulations [2][10] - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed promptly [11][12] Group 4: Decision-Making Procedures - Related party transactions must be approved by a majority of independent directors and disclosed if they meet specified financial thresholds [11][12] - The company must maintain a record of related parties and ensure compliance with disclosure obligations [11][12] Group 5: Pricing and Management of Related Transactions - Related transactions should be conducted at fair prices, reflecting market conditions, and must be documented through written agreements [29][30] - The finance department is responsible for reviewing contracts and ensuring compliance with pricing principles [29][30] Group 6: Exemptions from Approval and Disclosure - Certain transactions may be exempt from the usual approval and disclosure requirements, such as those that do not involve any payment or obligation from the company [37][38] - Exemptions also apply to transactions that meet specific criteria set by the Hong Kong Stock Exchange [38][39]
国晟科技: 关联交易管理制度(2025年修订)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Points - The article outlines the management system for related party transactions of Guosheng Shian Technology Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2][3] Group 1: Related Party Transactions Definition - Related party transactions are defined as resource or obligation transfers between the company, its subsidiaries, and related parties, including various types of transactions such as asset purchases, investments, and financial assistance [3][4][5] - Related parties include both legal entities and natural persons who have significant control or ownership over the company [2][3] Group 2: Approval and Disclosure Requirements - Transactions exceeding 3 million yuan or 0.5% of the company's latest audited net assets must be reviewed by independent directors and disclosed to the board [4][5] - For transactions with related natural persons exceeding 300,000 yuan, similar approval and disclosure processes apply [4][5] Group 3: Voting and Decision-Making Procedures - Related directors must abstain from voting on transactions, and decisions must be made by a majority of non-related directors [4][5][6] - Shareholders with related interests must also abstain from voting on related party transactions during shareholder meetings [7][8] Group 4: Major Related Transactions - Major related transactions, defined as those exceeding 30 million yuan and 5% of the latest audited net assets, require additional scrutiny, including independent director approval and asset evaluation [6][7][8] - The company must disclose financial reports and evaluations for major transactions involving equity [6][7] Group 5: Daily Related Transactions - Daily related transactions must follow specific approval and disclosure processes, including annual reporting of actual performance against agreements [10][11] - If the terms of ongoing daily transactions change significantly, they must be resubmitted for approval [10][11] Group 6: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, with exceptions for certain controlled subsidiaries under strict conditions [12][13] - Guarantees for related parties require independent director approval and must be disclosed to the board and shareholders [12][13] Group 7: General Provisions - The management system must comply with relevant laws and regulations, and any amendments must be made in accordance with changes in the law or company charter [14][15] - All related transactions must be documented in written agreements that adhere to principles of equality and fairness [14][15]
浙江永强: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-10 16:22
General Principles - The company establishes a system to ensure that related party transactions are fair, just, and open, protecting the interests of the company and all shareholders [2][3] - Related party transactions must adhere to principles of honesty, equality, voluntariness, openness, and fairness, and must not harm the company's interests [4] Related Parties and Transactions - Related parties include both legal entities and natural persons that have significant influence or control over the company [3][4] - Related transactions involve the transfer of resources or obligations between the company and its related parties, including various types of transactions such as sales, purchases, and loans [3][4] Approval and Decision-Making - Transactions exceeding 30 million yuan or 5% of the company's latest audited net assets require approval from the shareholders' meeting [5] - The board of directors must ensure that related directors abstain from voting on transactions where they have a conflict of interest [5][6] Information Disclosure - The company is required to disclose the establishment, modification, termination, and performance of related party agreements in accordance with regulations [7][9] - Related transactions that meet the board's review standards must be disclosed promptly [7][9] Additional Provisions - The company must maintain records of decision-making regarding related transactions, which are to be managed by the board secretary [8] - The system will take effect upon approval by the shareholders' meeting [8]
惠达卫浴: 关联交易管理制度(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-30 16:25
Core Viewpoint - The article outlines the related party transaction management system of Huida Sanitary Ware Co., Ltd, emphasizing the importance of fairness, compliance, and transparency in related party transactions to protect the interests of the company and its non-related shareholders [1][2]. Summary by Sections General Principles - The company establishes this system to ensure the fairness and reasonableness of related party transactions, in accordance with relevant laws and regulations [1]. - Related party transactions must be priced fairly, follow compliant decision-making procedures, and adhere to information disclosure norms [1][2]. Confirmation of Related Parties and Transactions - Related parties include both legal entities and natural persons that have control or significant influence over the company [8][9]. - The definition of related parties includes those holding more than 5% of the company's shares and individuals in key management positions [10][11]. Reporting and Disclosure Procedures - Transactions exceeding 300,000 yuan with related natural persons or 3 million yuan with related legal entities must be disclosed promptly [15][16]. - Major transactions over 30 million yuan, constituting more than 5% of the company's net assets, require board and shareholder approval [17][18]. Pricing of Related Party Transactions - Related party transactions must be documented in written agreements, with pricing determined based on fair market standards [28][29]. - Various pricing methods are outlined, including cost-plus, resale price, and comparable uncontrolled price methods [30][31]. Disclosure Requirements - The company must disclose related party transactions in interim and annual reports, detailing the nature of the transactions and their impact on the company [33][34]. - Specific disclosures include transaction summaries, related party introductions, and the evaluation of transaction pricing [35][36]. Special Provisions for Daily Transactions - For daily related party transactions, the company can estimate annual transaction amounts and must disclose actual performance against these estimates [39][40]. - Agreements exceeding three years require re-evaluation and disclosure every three years [41]. Exemptions from Approval - Certain transactions, such as those providing financial assistance at market rates without collateral, may be exempt from standard approval processes [42][43]. - The company can apply for exemptions for transactions involving state secrets or commercial confidentiality [46][47].