Chapter 1 General Principles
Article 1
To standardize the related party transaction behavior of Far Light Software Co., Ltd. (hereinafter referred to as "the Company"), improve the Company's operational standards, and protect the legitimate rights and interests of the Company and non-related shareholders, especially the legitimate interests of small and medium investors, this system is formulated based on the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Shenzhen Stock Exchange Listing Rules (hereinafter referred to as "the Listing Rules"), and the Self-Regulatory Guidelines No. 7 for Listed Companies on the Shenzhen Stock Exchange—Transactions and Related Party Transactions, along with other relevant laws, regulations, departmental rules, normative documents, and the Articles of Association of Far Light Software Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
The Company shall ensure the legality, necessity, and fairness of related party transactions, maintain the independence of the Company, and shall not use related party transactions to adjust financial indicators to the detriment of the Company's interests. Parties to the transaction shall not conceal related relationships or take other measures to evade the Company's related party transaction review procedures and information disclosure obligations.
Chapter 2 Related Transactions and Related Parties
Article 3
The Company's related party transactions refer to matters involving the transfer of resources or obligations between the Company or its controlling subsidiaries and related parties, including:
- Purchase or sale of assets;
- External investments (including entrusted financial management, investments in subsidiaries, etc.);
- Provision of financial assistance (including entrusted loans, etc.);
- Provision of guarantees (including guarantees for controlling subsidiaries, etc.);
- Leasing in or leasing out assets;
- Entrusted or entrusted management of assets and business;
- Donation or receipt of assets;
- Debt or equity restructuring;
- Transfer or acceptance of research and development projects;
- Signing licensing agreements;
- Waiving rights (including waiving preemptive rights, preemptive capital contribution rights, etc.);
- Purchase of raw materials, fuels, and power;
- Sale of products and goods;
- Provision or acceptance of labor services;
- Entrusted or entrusted sales;
- Deposit and loan business;
- Joint investment with related parties;
- Other matters that may cause the transfer of resources or obligations through agreements;
- Other transactions identified by the Shenzhen Stock Exchange (hereinafter referred to as "the Exchange").
Article 4
The Company's related parties include related legal entities and related individuals. Legal entities or other organizations that meet any of the following conditions are considered related legal entities of the Company:
- Legal entities (or other organizations) that directly or indirectly control the Company;
- Legal entities (or other organizations) directly or indirectly controlled by the legal entities (or other organizations) mentioned in the previous item, excluding the Company and its controlling subsidiaries;
- Legal entities (or other organizations) holding more than 5% of the Company's shares and their concerted actors;
- Legal entities (or other organizations) directly or indirectly controlled by related individuals of the Company, or serving as directors (excluding independent directors of both parties) or senior management, excluding the Company and its controlling subsidiaries.
Individuals who meet any of the following conditions are considered related individuals of the Company: - Individuals who directly or indirectly hold more than 5% of the Company's shares;
- Directors or senior management of the Company;
- Directors or senior management of legal entities (or other organizations) that directly or indirectly control the Company;
- Close family members of the individuals mentioned in the first and second items.
Entities or individuals that have existed in any of the situations described in the second and third items within th