Direct answer: A procurement related-party-transaction/related-supplier page is not a slogan saying "we buy fairly and prevent benefit transfer". The page should state: how related parties/related suppliers are identified (parent/subsidiary/same control, major investors/key management and their close family, entities they control or significantly influence); declaration and annual confirmation; disclosure and recusal (board/shareholder review, related-director recusal); pricing and fair transaction (market comparison, tender/RFQ, cost basis, pricing policy); approval/contract/performance/reconciliation (no bypassing authority or tender); annual review/archive; public boundary. On the rules: Article 182 of the Company Law (2023 revision) requires directors, supervisors and senior managers who directly or indirectly enter into a contract/transaction with the company to report and obtain board/shareholder approval per the articles, with close family/controlled entities covered; Article 185 requires related directors to recuse, and if fewer than three unrelated directors attend, the matter goes to the shareholders' meeting. Accounting Standard No. 36 (Related Party Disclosures) defines related parties, transaction types and disclosure elements (including pricing policy), and allows a "fair transaction" statement only with conclusive evidence. MOF Internal Control Application Guideline No. 7 (Procurement) requires procurement authority, pricing, contract, acceptance and records. This article is current to 2026-11-09 and is a summary of public rules and page method, not legal, tax or audit advice; the company's articles, related-party policy, regulatory rules and tax requirements control.
This article is for shareholders, directors, procurement, finance, legal, internal-control, audit and website teams at equipment, electronics, automotive-parts, medical-device, hardware, chemical, packaging and export manufacturers in Changzhou and nearby. It covers how to write and accept a procurement related-party-transaction/related-supplier page. The usual gap is "who is a related party, who declares, how to recuse, how to prove fair pricing, whether approval is bypassed, whether there is an annual review, what cannot be published", ending with a page that only says "fair transaction", while tender/audit/disclosure/tax still disagree.
First identify: related parties are not only equity links, but also major investors, key management and their close family's controlled/significantly influenced entities. Then follow procedure: declaration, disclosure, related-director/shareholder recusal and approval per the articles. Finally prove fairness: comparison/tender/cost basis, pricing policy, contract performance and annual review. "Fair transaction" is not enough.
How does this page relate to supplier onboarding, authorization matrix, tender, contract, price confidentiality and internal-audit pages?
The related-party page answers "who is a related party, how to declare/disclose/recuse, how to prove fair pricing"; the supplier onboarding/AVL page answers "qualification, capacity, audit, EHS, confidentiality"; the authorization-matrix page answers "who may approve what, delegation/acting"; the tender page answers "tender scope, documents, evaluation, award"; the contract page answers "terms/signature/version"; the price-confidentiality page answers "quotations/cost breakdown/NDA"; the internal-audit page answers "sampling/evidence/remediation". The related-party page is the main page for "governance and fairness" and cannot be replaced by onboarding or authorization pages.
Common breaks: checking equity only, not close family/controlled entities; relying on self-declaration; no update after declaration; related directors do not recuse; using "emergency/sole source" to bypass tender; price only says "market price"; contract/acceptance/payment follow a different track for related suppliers; no annual review; disclosure says "no related-party transactions"; public page leaks personal/amount data. The page separates "identification—declaration—disclosure—recusal—pricing—approval—review—public boundary" so shareholders/directors/procurement/finance/legal/audit share one vocabulary.
| Page | Question it answers | Key content | Cannot replace |
|---|---|---|---|
| Related party | Who is related/how to declare/recuse/price | Identification, disclosure, recusal, fairness, review | Supplier onboarding |
| Onboarding/AVL | Qualification/capacity/audit/EHS/confidentiality | Questionnaire, audit, sample, admission | Related-party identification |
| Authorization matrix | Who approves what/delegation/acting | Levels, thresholds, segregation | Related-party recusal |
| Tender | Scope/documents/evaluation/award | Notice, base price, evaluation, objections | Related-party pricing |
| Contract | Terms/signature/version | Technical agreement, signature, version | Related-party approval |
| Price confidentiality/audit | Confidentiality/sampling/evidence/remediation | NDA, permissions, audit | Related-party disclosure |
Page relationships are editorial; the company's articles, related-party policy and regulatory rules control.
How are related parties/related suppliers identified?
At least: parent/subsidiary/other entities under the same parent; investors with joint control or significant influence; joint ventures/associates; major individual investors and their close family; key management of the company or its parent and their close family; other entities controlled, jointly controlled or significantly influenced by those individuals/entities. Accounting Standard No. 36 defines control/joint control/significant influence; Company Law Article 182 brings close family, controlled entities and other related persons of directors/supervisors/senior managers into the report/resolution scope. In procurement, map these relationships to supplier shareholders, actual controllers, directors/supervisors/senior managers, contacts, bank accounts, addresses/phones/emails, but do not conclude solely from same name/address; verify and keep evidence.
Acceptance checks: related-party list; identification dimensions; supplier mapping; declaration form; annual confirmation; update on change; verification evidence; false-positive/missed-case handling. Common gaps: equity only; close family ignored; key management ignored; supplier does not declare; list not updated; same-name assumption.
| Relationship | What to write | Evidence | Common gap |
|---|---|---|---|
| Parent/subsidiary | Equity, control, consolidation scope | Equity chart | Missing subsidiary |
| Same control | Same parent/actual controller | Equity chart | Direct shareholder only |
| Investor | Joint control/significant influence | Agreement/board seat | Ignoring influence |
| JV/associate | Joint venture/associate | Registration/agreement | Not included |
| Major investor | Individual and close family | Declaration/relationship note | No declaration |
| Key management | Directors/supervisors/senior managers and close family | Declaration/appointment | Owner only |
| Controlled entities | Entities controlled/significantly influenced by above | Registration/equity | No look-through |
| Supplier mapping | Shareholder/controller/contact/account/address | Onboarding data | No matching |
Identification dimensions are editorial; the Company Law, Accounting Standard No. 36 and the articles control.
How should declaration, disclosure and recusal be accepted?
Procedure at least: annual related-party declaration/update (shareholders, directors/supervisors/senior managers, close family, controlled entities, supplier relationships); pre-purchase related-party/conflict-of-interest declaration; related-party transaction identification and register; submit to board/shareholders per the articles/policy; related directors must not vote and their votes are not counted; if fewer than three unrelated directors attend, submit to the shareholders' meeting; related shareholders recuse per the articles/regulatory rules; complete meeting notice, proposal, vote, resolution and recusal record; disclose per regulatory thresholds. Standard No. 36 requires notes to disclose the nature of the relationship, transaction type, amount, unsettled items/terms/guarantees, pricing policy, etc.; a fair-transaction statement requires conclusive evidence.
Acceptance checks: annual declaration; pre-purchase declaration; register; approval level; related-director/shareholder recusal; number of unrelated directors; minutes; disclosure; update. Common gaps: declare once; no pre-purchase declaration; related director votes; no recusal record; disclosure says "none" while transactions exist.
| Stage | What to write | Evidence | Common gap |
|---|---|---|---|
| Annual declaration | Shareholders/management/close family/controlled entities/suppliers | Form | Once only |
| Pre-purchase declaration | Conflict/related-party questionnaire | Declaration | No declaration |
| Register | Related party/type/amount/pricing | Register | No register |
| Approval level | Board/shareholders/threshold per articles | Proposal/resolution | Ultra vires |
| Director recusal | Related director no vote, not counted | Minutes | Votes |
| Fewer than three | Submit to shareholders' meeting | Resolution | Vote anyway |
| Shareholder recusal | Articles/regulatory rules | Minutes | No recusal |
| Disclosure | Relationship/type/amount/terms/pricing policy | Report/notes | Inaccurate |
Declaration/disclosure/recusal are editorial; the Company Law, accounting standards, regulatory rules and articles control.
How should pricing and fair transaction be accepted?
Fairness needs a basis: prefer tender/open RFQ/multiple quotes; sole source needs justification and alternative assessment; price may reference market price, third-party quotes, historical price, cost breakdown (material/labour/manufacturing/overhead/profit), and a like-for-like comparison between related and unrelated parties; pricing policy (method, discount, payment term, freight, tax) should be stated and consistent in the register/contract; related-party terms should not be better/worse than an independent third party without a reasonable basis. Standard No. 36 requires disclosure of the pricing policy and allows a fair-transaction statement only with conclusive evidence; tax rules may also require transfer-pricing documentation. The page states principles and does not publish specific prices/costs.
Acceptance checks: tender/comparison; sole-source justification; market/third-party basis; cost breakdown; like-for-like comparison; pricing policy; contract consistency; tax documentation. Common gaps: "market price" only; no comparison; inconsistent cost basis; related price obviously off-market; no pricing policy.
| Item | What to write | Evidence | Common gap |
|---|---|---|---|
| Tender/comparison | Open tender/multiple RFQ/evaluation | Record | Direct pricing |
| Sole source | Reason/alternative assessment/approval | Justification | Emergency bypass |
| Market basis | Market price/third-party quote/history | Quote | Verbal market price |
| Cost breakdown | Material/labour/manufacturing/overhead/profit | Cost sheet | Inconsistent basis |
| Like-for-like | Related/unrelated same spec/terms/freight | Comparison | Apples to oranges |
| Pricing policy | Method/discount/payment/tax | Policy | No policy |
| Contract consistency | Price/terms match approval | Contract | Side terms |
| Tax documentation | Transfer pricing/local file | Tax file | Not prepared |
Pricing/fairness are editorial; tender results, contracts, accounting standards and tax rules control.
How should approval, contract, performance and annual review be accepted?
Related-party transactions must not bypass normal procurement controls: budget/requisition, authorization matrix, tender/RFQ, contract review, acceptance, three-way match and payment approval all apply; add a related-party flag, related-party approval, recusal record and register. The contract should match the resolution/pricing basis and state price, quantity, payment term, delivery, quality and breach; performance monitoring should watch for price/term changes, abnormal mark-ups, extended payment terms or priority scheduling; annual review covers the related-party list, transaction register, pricing basis, disclosure and remediation; archive declaration, resolution, recusal, comparison, contract, acceptance, payment and disclosure. Internal/external audit should include related-party transactions in sampling.
Acceptance checks: related-party flag; additional approval; recusal; contract consistency; performance anomalies; changes; annual review; archive; audit sampling. Common gaps: related party goes through normal flow without a flag; price changed after approval; priority scheduling/extended terms unrecorded; no annual review; missing archive.
| Item | What to write | Evidence | Common gap |
|---|---|---|---|
| Related-party flag | Supplier/order/contract flagged | System | No flag |
| Additional approval | Related-party approval/recusal | Record | Normal flow only |
| Contract consistency | Price/terms match resolution/pricing basis | Contract | Price changed |
| Performance monitoring | Mark-up/payment/scheduling/quality anomalies | Register | No monitoring |
| Change | Price/quantity/terms re-approved | Change order | Verbal change |
| Annual review | List/register/pricing/disclosure/remediation | Report | No review |
| Archive | Declaration/resolution/comparison/contract/payment/disclosure | Archive | Missing |
| Audit sampling | Related-party transactions in internal/external audit | Audit record | No sampling |
Approval/performance/review are editorial; the company's related-party policy, procurement policy and audit requirements control.
How should the website page be written, and what must not be published?
Suggested sections: (1) related-party/related-supplier definition and identification principles; (2) declaration/disclosure/recusal procedure; (3) pricing and fair-transaction principles; (4) approval/contract/performance/annual review; (5) contact window/update date. The public page explains "definition, principles, procedure, roles, boundaries" and does not publish specific related-party names/ID numbers/addresses, supplier lists, transaction amounts/prices/costs, contract terms, meeting details, system screenshots or undisclosed disputes; listed/regulated companies follow disclosure rules, and personal data follows data-protection/minimisation requirements. The English page should use consistent terms (related party, related-party transaction, related supplier, conflict of interest, recusal, fair transaction, pricing policy, disclosure) and state the cut-off date.
Do not write "we have no related-party transactions", and do not claim "all transactions are fair" if it cannot be proven. The page should let suppliers, customers and auditors judge "how to identify, declare, recuse and prove price", without exposing personal and commercial information.
| Section | What to write | Evidence | Avoid |
|---|---|---|---|
| Definition/identification | Related-party scope/identification dimensions | Policy/list | Equity only |
| Declaration/disclosure | Annual declaration/pre-purchase/register/disclosure | Declaration/report | No declaration |
| Recusal | Director/shareholder recusal/fewer than three | Minutes | Related director votes |
| Pricing | Tender/comparison/cost/pricing policy | Comparison/cost | Verbal fairness |
| Approval/review | Additional approval/annual review/audit | Record | Normal flow only |
| Public boundary | No names/amounts/contracts/privacy | Permissions | Publish all |
The page structure is editorial; public statements must be true and verifiable, and the articles, related-party policy and disclosure rules control.
Go-live acceptance checklist
Ten checks: related-party list/identification; supplier mapping; annual declaration/pre-purchase declaration; register; approval level/related-director/shareholder recusal; pricing basis/pricing policy; contract/performance consistency; annual review/audit; disclosure/privacy; public boundary. Each needs evidence and a review date. The pass standard is not "the page says fair transaction", but that shareholders/directors/procurement/finance/legal/audit can judge who is a related party, whether to declare, who must recuse, how to prove price and what cannot be published.
Before go-live, run a tabletop exercise with a real (redacted) related supplier: identify → declare → review/recusal → tender/comparison → pricing → contract → acceptance/payment → annual review → disclosure, simulating "missed close family", "related director votes", "related price too high" and "price changed after approval", to see whether the page and process work.
| Check | Pass standard | Evidence | If failed |
|---|---|---|---|
| Related-party list | Parent/subsidiary/same control/investor/JV/individual/close family/controlled entities | List/equity chart | Add identification |
| Supplier mapping | Shareholder/controller/contact/account/address matching | Onboarding data | Add matching |
| Declaration | Annual/pre-purchase/update | Form | Add declaration |
| Register | Related party/type/amount/pricing | Register | Add register |
| Approval/recusal | Level/recusal/fewer than three to shareholders | Resolution/minutes | Add procedure |
| Pricing | Tender/comparison/cost/pricing policy/like-for-like | Comparison/cost | Add basis |
| Contract/performance | Contract consistency/change approval/anomaly monitoring | Contract/register | Add monitoring |
| Review/audit | Annual review/audit sampling/remediation | Report | Add review |
| Disclosure/privacy | Disclosure per rules/personal-data minimisation | Report/permissions | Remediate |
| Public boundary | No names/amounts/contracts/privacy | Page/permissions | Take down |
The acceptance list is editorial; the articles, related-party policy, regulatory rules and audit requirements control.
Who should read it, who should not, and what decisions does it support?
For shareholders, directors, procurement, finance, legal, internal-control, audit and website teams at equipment, electronics, automotive-parts, medical-device, hardware, chemical, packaging and export manufacturers in Changzhou and nearby; also for companies handling "unclear related-party identification, self-declaration only, related directors not recusing, related transactions bypassing tender, price unsubstantiated, no annual review, inaccurate disclosure". Not for teams without related-party transactions, or that want one page to replace legal/tax/audit advice.
Read it if: building a related-party page; only "fair transaction"; equity only; ignoring close family/controlled entities; no pre-purchase declaration; related director votes; emergency/sole source bypass; price without basis; no annual review; inaccurate disclosure. Not suitable if: treating "related-party transaction" as "corruption"; "declaration" as "approval"; "market price" as "evidence"; "page" as "legal/tax/audit conclusion". Supports: identification/declaration, disclosure/recusal, pricing/fairness, approval/review and public-boundary self-checks.
FAQ
What is the difference between managing a related supplier and an ordinary supplier?
Ordinary suppliers follow onboarding, tender/RFQ, contract, acceptance and payment; related suppliers additionally require related-party identification, declaration/disclosure, review per the articles/policy, related-director/shareholder recusal and proof of fair pricing, recorded separately in the register/disclosure. Related-party transactions must not bypass normal procurement controls; they add governance procedures on top. The onboarding/contract/reconciliation process can be shared, but the related-party flag and approval cannot be omitted.
Which relationships count as related parties?
Accounting Standard No. 36 lists parent, subsidiary, other entities under the same parent, investors with joint control/significant influence, joint ventures/associates, major individual investors and close family, key management of the company or its parent and close family, and other entities controlled/jointly controlled/significantly influenced by those individuals/entities; Company Law Article 182 also brings close family, controlled entities and other related persons of directors/supervisors/senior managers into the report/resolution scope. Procurement should map supplier shareholders/controllers/contacts/accounts, but cannot conclude solely from same name/address.
Must a related-party transaction be approved by the board/shareholders?
Company Law Article 182 requires directors/supervisors/senior managers who directly or indirectly enter into a contract/transaction with the company to report and obtain board/shareholder approval per the articles; close family/controlled entities are covered. Which transactions, thresholds, recusal and disclosure requirements apply depend on the articles, related-party policy and applicable regulatory rules; listed/regulated companies have additional requirements. "Small amount/emergency" does not justify skipping the articles' procedure.
How do related directors/shareholders recuse?
Company Law Article 185 provides that when the board resolves matters under Articles 182–184, related directors must not vote and their votes are not counted; if fewer than three unrelated directors attend, the matter goes to the shareholders' meeting. Whether and how related shareholders recuse follows the articles and regulatory rules; meeting notice, proposal, vote, resolution and recusal records should be complete.
How is a related-party price proven fair?
Prefer tender/multiple quotes; sole source needs justification and alternative assessment; reference market price, third-party quotes, historical price and cost breakdown (material/labour/manufacturing/overhead/profit), compared on the same specification, payment term, freight and tax basis between related and unrelated transactions; state the pricing policy and keep it consistent in the contract/register. Standard No. 36 requires disclosure of the pricing policy and allows a fair-transaction statement only with conclusive evidence; tax rules may also require transfer-pricing documentation.
Should the website publish related-supplier names and amounts?
Usually not specific related-party names/ID numbers/addresses, supplier lists, transaction amounts/prices/costs, contract terms, meeting details, system screenshots or undisclosed disputes; it can publish definition/identification principles, declaration/disclosure/recusal procedure, pricing/fairness principles, approval/review and contact window. Listed/regulated companies follow disclosure rules; personal data follows minimisation/authorisation principles. The goal is to let suppliers and customers understand governance principles, not to disclose personal and commercial positions.
What are the risks of unidentified/undisclosed related-party transactions?
Possible risks include governance/resolution defects, director liability, inaccurate financial-report disclosure, tax transfer-pricing adjustment, audit/regulatory inquiry, lost points in customer/supplier compliance questionnaires and reputational damage; the actual consequence depends on the transaction, amount, applicable law/regulatory rules and remediation. Companies should establish annual declaration, pre-purchase declaration, register, recusal, pricing basis and annual review; if a missed case is found, report/remediate promptly and consult legal/tax/audit professionals where needed.
One-sentence takeaway
The procurement related-party-transaction/related-supplier page on a Changzhou manufacturer's website is not a "fair transaction" slogan; it is about turning related-party identification, supplier mapping, annual/pre-purchase declaration, register, approval level/related-director/shareholder recusal, pricing basis/pricing policy, contract/performance consistency, annual review/audit, disclosure/privacy and public boundaries into a checkable list, so shareholders/directors/procurement/finance/legal/audit can judge who is a related party, whether to declare, who must recuse, how to prove price and what cannot be published.
Research method and limitations
This article is a summary of public rules and page method, not legal, tax or audit advice. It uses no unpublished company related-party lists, personal data, transaction amounts/prices/costs, contract terms, meeting details, system screenshots or undisclosed disputes; the tables and acceptance items are editorial and not legal/tax/audit conclusions. The Company Law (2023 revision), Accounting Standard No. 36 (Related Party Disclosures) and MOF Internal Control Application Guideline No. 7 (Procurement) are public sources; the company's articles, related-party policy, regulatory rules and tax requirements control. This article does not decide whether any specific transaction is a related-party transaction or fair, and does not promise "no related-party transactions/no risk"; companies should assess equity, personnel, suppliers, transactions and applicable rules item by item and consult professionals where needed.
Sources and basis
Current to 2026-11-09; the official pages below control.
- Company Law of the People's Republic of China (revised 29 December 2023, effective 1 July 2024): gov.cn. Article 182 related-party report/resolution; Article 183 business opportunity; Article 184 competing business; Article 185 related-director recusal and the fewer-than-three rule.
- MOF Accounting Standard No. 36 — Related Party Disclosures (Cai Kuai [2006] No. 3): Accounting Standards Committee of the MOF. Related-party definition/scope, transaction types, disclosure elements (amount, unsettled items/terms/guarantees, pricing policy) and conclusive-evidence requirement for fair-transaction statements.
- MOF Internal Control Application Guideline No. 7 — Procurement (Cai Kuai [2010] No. 11): Linyi Finance Bureau. Procurement authorization, sourcing methods, pricing mechanism, contract, acceptance, payment and records; related-party transactions must not bypass normal procurement controls.