Who are the related persons of listed companies?
Related parties of listed companies include related legal persons and related natural persons. Associated legal persons include legal persons or other organizations that directly or indirectly control listed companies; Associated natural persons include natural persons who directly or indirectly hold more than 5% shares of listed companies. , introduced by the editor in the article.
(1) Who is the associated legal person?
1. A legal person or other organization that directly or indirectly controls a listed company;
2. Legal persons or other organizations other than listed companies and their holding subsidiaries directly or indirectly controlled by legal persons mentioned in the preceding paragraph;
3. Legal persons and other organizations other than listed companies and their holding subsidiaries that directly or indirectly control or serve as directors or senior executives of affiliated natural persons;
4. Legal persons or other organizations holding more than 5% shares of listed companies and their concerted actions;
5. Other legal persons or organizations recognized by the China Securities Regulatory Commission, the Exchange or listed companies according to the principle that substance is more important than form may or have caused the interests of listed companies to tilt.
(2) Who is the associated natural person?
1, a natural person who directly or indirectly holds more than 5% of the shares of a listed company;
2. Directors, supervisors and supervisors of listed companies;
3. Directly or indirectly control the directors, supervisors and supervisors of listed companies as legal persons;
4. Spouses, parents and parents of spouses, brothers and sisters and their spouses, children and their spouses who have reached the age of 1 8, brothers and sisters of spouses and parents of children's spouses of the persons mentioned in Article1and 2;
5. Other natural persons identified by the China Securities Regulatory Commission, the exchange or the listed company as having a special relationship with the listed company according to the principle that substance is more important than form, which may or has caused the interests of the listed company to tilt.
When the board of directors of a listed company considers related party transactions, the related directors shall abstain from voting and shall not exercise voting rights on behalf of other directors. The board meeting can only be held when more than half of the non-associated directors are present, and the resolutions made at the board meeting must be passed by more than half of the non-associated directors. If the number of non-associated directors present at the board of directors is less than 3, the listed company shall submit the transaction to the shareholders' meeting for deliberation.
(3) When the shareholders' meeting deliberates related party transactions, the following shareholders shall abstain from voting:
1, counterparty;
2. Have direct or indirect control over the counterparty;
3. Directly or indirectly controlled by the counterparty;
4. Being directly or indirectly controlled by the same legal person or natural person as the counterparty;
5. Working in a counterparty, a legal entity that can directly or indirectly control a counterparty, or a legal entity that directly or indirectly controls a counterparty;
6. Due to the unfulfilled equity transfer agreement or other agreements, the voting rights of the counterparty or its related parties are restricted or affected;
7. Legal persons or natural persons identified by the China Securities Regulatory Commission or this Exchange that may lead to the interests of listed companies being tilted.
Related party transactions between listed companies and related natural persons with a transaction amount of more than RMB 300,000 shall be disclosed in time. The company may not provide loans to directors, supervisors and directors directly or through subsidiaries.
Related party transactions between a listed company and its affiliated legal persons with a transaction amount of more than RMB 3 million and accounting for more than 0.5% of the absolute value of the latest audited net assets of the listed company shall be disclosed in a timely manner.
Related party transactions between listed companies and related parties with a transaction amount of more than RMB 30 million, accounting for more than 5% of the absolute value of the latest audited net assets of listed companies, shall be disclosed in time, and the subject matter of the transactions shall be evaluated and audited, and the transactions shall be submitted to the shareholders' meeting for deliberation.
Where a listed company provides guarantees for related parties, regardless of the amount, it shall be submitted to the shareholders' meeting for deliberation after being reviewed and approved by the board of directors.