Chapter 1 General Principles
Article 1 To ensure that transactions between Kunlun Tech Co., Ltd. (hereinafter referred to as the Company) and its related parties comply with the principles of fairness, impartiality, and openness, and to ensure that the Company's connected (related party) transactions do not harm the legitimate rights and interests of the Company and non-related shareholders, these Measures are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Shenzhen Stock Exchange ChiNext Stock Listing Rules (hereinafter referred to as the "Listing Rules"), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules"), the Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 2 - Normative Operation of Listed Companies on ChiNext, the Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 7 - Transactions and Connected Transactions, and other relevant laws, regulations, normative documents, and the Company's Articles of Association.
Article 2 In addition to complying with relevant laws, regulations, normative documents, and the Company's Articles of Association, transactions between the Company and its related parties shall also comply with the relevant provisions of these Measures.
Chapter 2 Related Parties and Connected Relationships
Article 3 The Company's related parties include related legal persons, related natural persons, other organizations, and connected persons as defined by the Hong Kong Listing Rules.
Article 4 A legal person that falls under any of the following circumstances shall be a related legal person of the Company:
(1) A legal person or other organization that directly or indirectly controls the Company;
(2) A legal person or other organization directly or indirectly controlled by the legal person in the preceding item, excluding the Company and its holding subsidiaries;
(3) A legal person or other organization directly or indirectly controlled by a related natural person as referred to in this Article, or where a related natural person serves as a director or senior management member, excluding the Company and its holding subsidiaries;
(4) A legal person or its concerted action party holding more than 5% of the Company's shares;
(5) A legal person identified by the stock exchange of the Company's listing location or the listed company, based on the principle of substance over form, as having a special relationship with the listed company that may cause the listed company to favor its interests.
Article 5 A natural person that falls under any of the following circumstances shall be a related natural person of the Company:
(1) A natural person who directly or indirectly holds more than 5% of the Company's shares;
(2) Directors and senior management personnel of the Company;
(3) Directors, supervisors (if any), and senior management personnel of the legal persons referred to in item (1) of Article 4;
(4) Close family members of the individuals referred to in items (1) and (2) of this Article, including spouses, parents and parents-in-law, siblings and their spouses, children aged 18 or above and their spouses, and parents of spouses' siblings and children's spouses;
(5) A natural person identified by the securities regulatory authority of the Company's listing location, or by the Company based on the principle of substance over form, as having a special relationship with the Company that may cause the Company to favor their interests.
Article 6 A legal person or natural person falling under any of the following circumstances shall be deemed a related party of the Company:
(1) Due to signing an agreement or making an arrangement with a related party of the Company, one of the circumstances stipulated in Article 4 or Article 5 of these Measures occurs after the agreement or arrangement takes effect, or within the next twelve months;
(2) One of the circumstances stipulated in Article 4 or Article 5 of these Measures occurred within the past twelve months.