1. What are the related transactions of listed companies?
The controlling shareholder, actual controller, directors, supervisors and senior managers of the company shall not use their relationship to harm the interests of the company. Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.
Related party transactions of a company generally refer to transactions between different entities with investment or contractual relationships, also known as related party transactions. The related party transaction of a company is an economic behavior. Normal related party transactions can stabilize the company's business, disperse operational risks and be beneficial to the company's development; However, in practice, holding companies often use their relationship and control position with subsidiaries to force subsidiaries to conduct unprofitable transactions with themselves or other related parties, which harms the interests of subsidiaries and minority shareholders.
The major shareholders, actual controllers and management of some companies arbitrarily misappropriate the company's funds through related transactions with the company, provide guarantees for themselves or their related parties, and transfer the company's profits to the related parties by manipulating the trading conditions, which seriously damages the interests of the company, minority shareholders and creditors.
2. Who is the subject of related party transactions?
Five categories of people associated with the company shall not use their association with the company to harm the interests of the company, including:
1. The controlling shareholder of a company refers to a shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Although the amount of capital contribution or the proportion of shares held is less than 50%, shareholders who have sufficient voting rights according to their capital contribution or shares held have significant influence on the resolutions of the shareholders' meeting or shareholders' meeting.
2. The actual controller refers to the person who can actually control the company's behavior through investment relations, agreements or other arrangements, although he is not a shareholder of the company.
3. Directors refer to the members of the board of directors elected by the company's shareholders' meeting or shareholders' meeting.
4. Supervisors refer to the members of the board of supervisors elected by the shareholders' meeting or general meeting of the company.
5. Senior management refers to the company manager, deputy manager, financial controller, secretary of the board of directors of listed companies and other personnel stipulated in the articles of association.
To sum up, according to the provisions of the Company Law on listed related party transactions, the controlling shareholders, directors, supervisors and other senior managers of listed companies shall not use their powers to conduct related party transactions. If damage is caused to the company, the relevant personnel shall be liable for compensation. Once a major shareholder conducts related party transactions, it will inevitably lead to power rent-seeking and harm the interests of the majority of minority shareholders and companies.