(1) Company Law
Article 216 (4) Affiliate relationship refers to the relationship between the controlling shareholder, actual controller, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of interests of the company. However, state-controlled enterprises are not related only because they are controlled by the state.
(2) Measures for the Administration of Information Disclosure of Listed Companies
Article 71 (3) Related party transactions of listed companies refer to the transfer of resources or obligations between listed companies or their holding subsidiaries and related parties of listed companies.
Related parties include related legal persons and related natural persons.
A legal person under any of the following circumstances is an affiliated legal person of a listed company:
1. A legal person who directly or indirectly controls a listed company;
2. A legal person other than the listed company directly or indirectly controlled by the legal person mentioned in the preceding paragraph and its holding subsidiaries;
3. Legal persons other than listed companies and their holding subsidiaries that are directly or indirectly controlled by affiliated natural persons or serve as directors or senior managers;
4. A legal person or concerted person holding more than 5% of the shares of a listed company;
5. In the past 12 months or in the future 12 months according to relevant agreements, one of the above circumstances exists;
6. Other legal persons identified by the China Securities Regulatory Commission, the stock 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.
A natural person under any of the following circumstances is an associated natural person of a listed company:
1. A natural person who directly or indirectly holds more than 5% of the shares of a listed company;
2. Directors, supervisors and senior managers of listed companies;
3. Directors, supervisors and senior managers of legal persons who directly or indirectly control listed companies;
4. Close relatives of the persons mentioned in items 1 and 2 above, including spouses, parents, children aged 18 and their spouses, brothers and sisters and their spouses, parents, brothers and sisters of their spouses and parents of their spouses;
5. In the past 12 months or in the future 12 months according to relevant agreements, one of the above circumstances exists;
6. Other natural persons identified by the China Securities Regulatory Commission, the stock 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.
(3) Measures for the Administration of the Acquisition of Listed Companies
Investors who act in concert are mutual concerted actors in the acquisition of listed companies and changes in related equity. If there is no evidence to the contrary, investors are acting in concert under the following circumstances:
1. There is an equity control relationship between investors;
2. Investors are controlled by the same entity;
3. The main members of the investor's directors, supervisors or senior managers, and concurrently serve as directors, supervisors or senior managers of other investors;
4. One investor's participation in another investor can have a significant impact on the major decisions of the shareholding company;
5. Other legal persons, other organizations and natural persons other than banks provide financing arrangements for investors to obtain relevant shares;
6. There are other economic interests such as partnership, cooperation and joint venture among investors;
7. Natural persons holding more than 30% shares of investors hold shares of the same listed company with investors;
8. Directors, supervisors and senior managers who hold positions among investors hold shares of the same listed company with investors;
9. Natural persons who hold more than 30% of the shares of investors, directors, supervisors and senior managers who work for investors, their parents, spouses, children and their spouses, their parents, brothers and sisters and their spouses, their brothers and sisters and their spouses and other relatives hold shares of the same listed company with investors;
10. The directors, supervisors, senior managers and their relatives listed in the preceding paragraph hold shares of the company at the same time, or the enterprises directly or indirectly controlled by themselves or their relatives hold shares of the company at the same time;
1 1. Directors, supervisors, senior managers and employees of a listed company hold shares of the company with legal persons or other organizations controlled or entrusted by them;
12. Investors have other relevant relationships.
The parties acting in concert shall calculate the shares they hold in a consolidated manner. When calculating the shares held by investors, it should include the shares registered in their names and the shares registered in the names of their concerted parties.
Investors who think that they and others should not be regarded as people acting in concert may provide evidence to the contrary to the China Securities Regulatory Commission.
(4) Listing Rules of Shanghai Stock Exchange (version 20 14)
10.10.2 related parties of listed companies include related legal persons and related natural persons.
10.10.3 A legal person or other organization under any of the following circumstances is an associated legal person of a listed company:
(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 the above item (1);
(3) A legal person or other organization other than the listed company and its holding subsidiaries, if it is directly or indirectly controlled by an affiliated natural person of the listed company listed in Article 10. 1.5, or if the directors and senior managers are affiliated natural persons;
(4) A legal person or other organization holding more than 5% of the shares of a listed company;
(5) Other legal persons or other organizations 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 lead to the interests of the listed company being tilted in its favor.
10.10.4 if a listed company and a legal person listed in item (2) of the preceding article are controlled by the same state-owned asset management institution, there is no relationship, except that the legal representative, general manager or more than half of the directors of the legal person concurrently serve as directors, supervisors or senior managers of the listed company.
10.10.5 A natural person is an associated natural person of a listed company under any of the following circumstances:
(1) A natural person who directly or indirectly holds more than 5% of the shares of a listed company;
(2) Directors, supervisors and senior managers of listed companies;
(3) Directors, supervisors and senior managers of affiliated legal persons listed in Item (1) of Article 10. 1.3;
(4) Close relatives of the persons mentioned in Items (1) and (2) of this article, including spouses, children aged 18 and their spouses, parents and their spouses, brothers and sisters and their spouses, brothers and sisters of their spouses and parents of their children's spouses;
(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 lead to the listed company's interests tilting towards them.
10.10.6 A legal person or other organization or natural person under any of the following circumstances shall be regarded as an associated person of a listed company:
(1) According to the agreement or arrangement signed with the listed company or its affiliates, after the agreement or arrangement comes into effect, or within the next 12 months, it has one of the circumstances specified in Article 10. 1.3 or Article 10. 1.5;
(2) One of the circumstances specified in Article 10. 1.3 or Article 10. 1.5 occurred in the past two months.
10.10.7 the directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their concerted actions and actual controllers of a listed company shall promptly inform the company of their relationship with the listed company, and the company shall file with this exchange.
(5) Guidelines for the Implementation of Related Party Transactions of Listed Companies in Shanghai Stock Exchange
Article 8 A legal person or other organization under any of the following circumstances is an associated legal person of a listed company:
(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 the units listed in item (1) above;
(3) Legal persons or other organizations other than listed companies and their holding subsidiaries, which are directly or indirectly controlled by affiliated natural persons of listed companies listed in Article 10, or whose directors and senior managers are affiliated natural persons;
(4) A legal person or other organization holding more than 5% of the shares of a listed company;
(5) Other legal persons or other organizations identified by this Exchange as having special relationship with listed companies according to the principle that substance is more important than form, which may lead to the interests of listed companies tilting towards them, including legal persons or other organizations holding more than 65,438+00% shares of holding subsidiaries that have important influence on listed companies.
Article 9 If a listed company and the unit listed in Item (2) of the preceding article are controlled by the same state-owned assets management institution, there is no relationship, except that the legal representative, general manager or more than half of the directors of the unit concurrently serve as directors, supervisors or senior managers of the listed company.
Article 10 A natural person under any of the following circumstances is an associated natural person of a listed company:
(1) A natural person who directly or indirectly holds more than 5% of the shares of a listed company;
(2) Directors, supervisors and senior managers of listed companies;
(3) Directors, supervisors and senior managers of affiliated legal persons listed in Item (1) of Article 8;
(4) Close relatives of the persons mentioned in items (1) and (2) of this article;
(5) Other natural persons who have a special relationship with the listed company, which may lead to the interests of the listed company tilting towards them, as determined by this Exchange according to the principle that substance is more important than form, including natural persons who hold more than 65,438+00% of the shares of holding subsidiaries that have important influence on the listed company.
Article 11 A legal person, other organization or natural person under any of the following circumstances shall be regarded as a related party of a listed company:
(1) According to the agreement or arrangement signed with the listed company or its affiliates, after the agreement or arrangement comes into effect, or within the next 12 months, it has one of the circumstances specified in Article 8 or Article 10;
(2) One of the circumstances specified in Article 8 or Article 10 occurred in the last 12 months.
(6) Listing Rules of Shenzhen Stock Exchange (version 20 14)
10.10.2 related parties of listed companies include related legal persons and related natural persons.
10.10.3 A legal person or other organization under any of the following circumstances is an associated legal person of a listed company:
(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 the legal persons listed in the preceding paragraph;
(3) A legal person or other organization other than the listed company and its holding subsidiaries directly or indirectly controlled by the related natural person of the listed company listed in Article 10. 1.5 of these Rules, or serves as a director or senior manager;
(4) Legal persons or other organizations holding more than 5% of the shares of a listed company and their concerted actions;
(5) Other legal persons or other organizations 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.
10. 1.4 If the listed company and legal person listed in Item (2) of Article 10. 1.3 of these Detailed Rules are controlled by the same state-owned asset management institution, it does not constitute an association, but the chairman of the legal person,
10.10.5 A natural person is an associated natural person of a listed company under any of the following circumstances:
(1) A natural person who directly or indirectly holds more than 5% of the shares of a listed company;
(2) Directors, supervisors and senior managers of listed companies;
(3) Directors, supervisors and senior managers of legal persons listed in Item (1) of Article 10. 1.3 of these Detailed Rules;
(4) Close relatives of the persons mentioned in Items (1) and (2) of this article, including spouses, parents and their parents, brothers and sisters and their spouses, children aged 18 and their spouses, brothers and sisters of their spouses and their parents;
(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 based on the principle that substance is more important than form, which may lead to the inclination of the interests of the listed company.
10.10.6 A legal person or natural person under any of the following circumstances shall be regarded as an associated person of a listed company:
(1) As a result of signing an agreement or making an arrangement with a listed company or its affiliates, after the agreement or arrangement comes into effect, or within the next 12 months, one of the circumstances specified in Article/kloc-0.1.3 or Article/kloc-0.1.5 of these Rules occurs.
(2) In the past twelve months, one of the circumstances specified in Article 10. 1.3 or Article 10. 1.5 of these Detailed Rules has occurred.
10.10.7 the directors, supervisors, senior managers, shareholders holding more than 5% of the shares, their concerted actions and actual controllers of a listed company shall promptly inform their related parties. The company shall promptly report the above related parties to this Exchange for the record.
Second, the identification of related parties in accounting standards
Accounting Standards for Enterprises No.36-Related Party Disclosure
Article 3 If one party controls, * * jointly controls or exerts significant influence on the other party, and two or more parties are jointly controlled by one party, * * jointly controls or exerts significant influence, it constitutes a related party.
Control right refers to the right to decide the financial and business policies of an enterprise and obtain benefits from its business activities accordingly.
* * * Joint control refers to the control of an economic activity according to the contract, which only exists when the important financial and business decisions related to the economic activity require the unanimous consent of the investors who share the control right.
Significant influence refers to the right to participate in the decision-making of enterprise financial and operating policies, but not to control or jointly control the formulation of these policies with other parties.
Article 4 The following parties constitute related parties of the enterprise:
(1) The parent company of the enterprise.
(2) subsidiaries of enterprises.
(3) Other enterprises controlled by the same parent company as the enterprise.
(4) Investors who exercise joint control over the enterprise.
(5) Investors who exert great influence on the enterprise.
(6) Joint ventures of enterprises.
(7) Joint venture of enterprises.
(eight) the main investors of the enterprise and their close relatives. Individual major investors refer to individual investors who can control, jointly control or exert significant influence on an enterprise.
(nine) the key management personnel of the enterprise or its parent company and their close relatives. Key management personnel refer to those who have power and are responsible for planning, guiding and controlling enterprise activities. Family members who are closely related to major investors or key management personnel refer to family members who may affect individuals or be affected by personal influence when trading with enterprises.
(10) Other enterprises controlled by major investors, key management personnel or close family members of the enterprise have the same control or exert significant influence.
Article 5 It does not constitute a related party of an enterprise if it only has the following relations with the enterprise:
(1) Fund providers, public utilities, government departments and institutions that have daily contacts with enterprises.
(2) a single customer, supplier, franchisee, distributor or agent who has a large number of transactions with the enterprise and has economic dependence.
(3) Joint ventures that jointly control joint ventures with enterprises.
Article 6 An enterprise that is only controlled by the state and has no other related party relationship does not constitute a related party.