关联交易管理制度
Search documents
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
Shang Hai Zheng Quan Bao· 2025-11-11 20:35
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
美埃(中国)环境科技股份有限公司 关联交易管理制度 美埃(中国)环境科技股份有限公司 第一章 总则 第三章 关联人和关联关系 第四条 本制度所称关联人包括关联法人、关联自然人和视同关联人的法人或者自 然人。 第一条 为规范美埃(中国)环境科技股份有限公司(以下简称"公司")及其控 股子公司与公司关联人之间的关联交易决策程序,防止关联交易损害公司 及中小股东的利益,根据《中华人民共和国公司法》《中华人民共和国证 券法》《上海证券交易所科创板股票上市规则》(以下简称"《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》等有关法律、行政法规、规章和规范性文件(以下简称"法律、 法规")以及《美埃(中国)环境科技股份有限公司章程》 (以下简称"《公 司章程》")等公司规章制度,制定本关联交易管理制度(以下简称"本 制度")。 第二条 公司关联交易的内部控制应遵循诚实信用、平等自愿、公平、公开、公允、 关联人回避、书面协议的原则,不得损害公司和其他股东的利益,不得隐 瞒关联关系或者将关联交易非关联化。 第二章 关联交易 上述购买或者出售资产,不包括购买原材料、燃料和动力,以及出售产 ...
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].