Guoguang Optoelectronics Co., Ltd. Related Party Transaction Decision-Making System
Chapter 1 General Provisions
Article 1 To strictly implement the regulations of the China Securities Regulatory Commission on regulating trading behavior, ensure that contracts signed between Guoguang Optoelectronics Co., Ltd. (hereinafter referred to as "the Company") and related parties comply with the principles of fairness, justice, and openness. In accordance with the "Guiding Opinions on the Articles of Association of Listed Companies," the "Shenzhen Stock Exchange Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), "Accounting Standards for Business Enterprises No. 36—Related Party Disclosures," the "Guidelines for the Corporate Governance of Listed Companies," and the "Articles of Association," this system is formulated to ensure that the Company's related party transactions do not harm the interests of the Company and all shareholders.
Article 2 Related party transactions between the Company and related parties shall be concluded in written agreements. The conclusion of related party transaction agreements shall follow the principles of equality, voluntariness, equivalence, and compensation, and the content of the agreements shall be clear and specific. The Company shall disclose the conclusion, modification, termination, and performance of such agreements in accordance with the Listing Rules of the stock exchange where the Company's stock is listed and other applicable laws, regulations, and normative documents.
Article 3 The Company shall ensure the legality, compliance, necessity, and fairness of related party transactions, maintain the Company's independence, and shall not use related party transactions to adjust financial indicators and harm the Company's interests. The parties to the transaction shall not conceal the related party relationship or use other means to circumvent the Company's related party transaction review procedures and information disclosure obligations.
Chapter 2 Related Parties and Related Party Relationships
Article 4 The Company's related parties include related legal persons and related natural persons.
Article 5 Legal persons or other organizations that fall under any of the following circumstances shall be deemed as related legal persons of the Company: (1) Legal persons (or other organizations) that directly or indirectly control the Company; (2) Legal persons (or other organizations) that are directly or indirectly controlled by the legal persons (or other organizations) mentioned in the preceding item, excluding the Company and its holding subsidiaries; (3) Legal persons (or other organizations) holding more than 5% of the shares of the Company and their concerted actors; (4) Legal persons (or other organizations) directly or indirectly controlled by a related natural person of the Company, or legal persons (or other organizations) where such natural person serves as a director (excluding independent directors serving both parties) or senior management personnel, excluding the Company and its holding subsidiaries; (5) Other legal persons or other organizations that the China Securities Regulatory Commission, the Shenzhen Stock Exchange, or the Company, based on the principle of substance over form, determines to have a special relationship with the Company that may or has already caused the Company to favor their interests. If the legal persons (or other organizations) mentioned in this article are controlled by the same state-owned asset management institution, it shall not constitute a related party relationship, unless their legal representatives, chairpersons, general managers, or more than half of their directors concurrently serve as directors or senior management personnel of the Company.