Chapter 1 General Principles
Article 1
To ensure the fairness of related party transactions of Guangdong Tosida Technology Co., Ltd. (hereinafter referred to as "the Company") and to ensure that the Company's related party transactions comply with the principles of fairness, justice, and openness, as well as regulatory requirements, and to protect the interests of the Company and all shareholders, this system is formulated based on the "Company Law of the People's Republic of China," the "Shenzhen Stock Exchange Growth Enterprise Market Listing Rules" (hereinafter referred to as "Growth Enterprise Market Listing Rules"), the "Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 2 - Standardized Operations of Growth Enterprise Market Listed Companies," the "Securities Listing Rules of The Stock Exchange of Hong Kong Limited" (hereinafter referred to as "Hong Kong Listing Rules"), and other relevant laws, regulations, normative documents, and the Company's Articles of Association.
Article 2
This system applies to related party transactions of wholly-owned and controlling subsidiaries of the Company (hereinafter collectively referred to as "subsidiaries"). Subsidiaries shall promptly notify the Company of their related party transactions after resolutions are made by their boards of directors or shareholders' meetings to fulfill relevant information disclosure obligations. If related party transactions of the Company's equity investees do not meet the standards set forth in this system but may significantly affect the trading price of the Company's stock and its derivatives, the Company shall fulfill its information disclosure obligations in accordance with this system.
Chapter 2 Related Party Transactions and Related Parties
Article 3
Related party transactions referred to in this system are matters involving the transfer of resources or obligations between the Company or its subsidiaries and related parties, including:
- Purchase or sale of assets;
- External investments (including entrusted financial management, investments in subsidiaries, joint ventures, and associates, investments in trading financial assets, available-for-sale financial assets, held-to-maturity investments, etc., excluding the establishment or capital increase of wholly-owned subsidiaries);
- Provision of financial assistance (including entrusted loans, financial assistance to subsidiaries, etc.);
- Provision of guarantees (including guarantees for controlling subsidiaries);
- Leasing in or out of assets;
- Signing management contracts (including entrusted operations, entrusted management, etc.);
- Donation or receipt of assets;
- Restructuring of debts or claims;
- Transfer of research and development projects;
- Signing licensing agreements;
- Waiving rights (including waiving preemptive rights, preemptive subscription rights, etc.);
- Purchase of raw materials, fuel, and power;
- Sale of products and goods;
- Provision or acceptance of labor services;
- Entrusted or consigned sales;
- Joint investment by related parties;
- Other matters that may cause the transfer of resources or obligations through agreements;
- Other matters identified as related party transactions by the Shenzhen Stock Exchange (hereinafter referred to as "SZSE").