Chapter One General Principles
Article 1
To standardize related party transactions of Shenzhen Boke New Materials Co., Ltd. (hereinafter referred to as "the Company"), ensure the fairness of such transactions, and protect the legitimate rights and interests of the Company and all shareholders, these measures are formulated in accordance with the Company Law of the People's Republic of China, the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "GEM Listing Rules"), the Hong Kong Stock Exchange Listing Rules (hereinafter referred to as "Hong Kong Listing Rules"), and other relevant laws, regulations, and the Company's Articles of Association, combined with the actual situation of the Company.
Article 2
These measures are binding on the Company's shareholders, directors, and management, who must comply with them.
Article 3
Related party transactions between the Company and related parties must be formalized through written agreements. The signing of agreements should adhere to the principles of equality, voluntariness, equivalence, and compensation, with clear and specific content. The Company shall disclose matters related to the establishment, modification, termination, and performance of such agreements in accordance with relevant regulations.
Article 4
Related party transaction activities should follow the principles of fairness, equity, and transparency. The pricing of related party transactions should generally not deviate from the prices or fees set by independent third parties in the market. The Company must fully disclose the pricing basis for related party transactions.
Article 5
The Company's assets belong to the Company. The Company shall take effective measures to prevent shareholders and their related parties from illegally occupying or transferring the Company's funds, assets, and other resources through related party transactions.
Chapter Two Content of Related Party Transactions
Article 6
According to the GEM Listing Rules, related party transactions refer to matters involving the transfer of resources or obligations between the Company and its controlling subsidiaries and related parties, including but not limited to the following:
| Item | Description |
|---|---|
| (1) | Purchase or sale of assets; |
| (2) | External investments (including entrusted financial management, investments in subsidiaries, etc., excluding the establishment or capital increase of wholly-owned subsidiaries); |
| (3) | Provision of financial assistance (including entrusted loans); |
| (4) | Provision of guarantees (referring to guarantees provided by the Company for others, including guarantees for controlling subsidiaries); |
| (5) | Leasing in or out of assets; |
| (6) | Signing management contracts (including entrusted operations, entrusted management, etc.); |
| (7) | Gifts or receipt of assets; |
| (8) | Restructuring of debts and claims; |
| (9) | Transfer of research and development projects; |
| (10) | Signing licensing agreements; |
| (11) | Waiving rights (including waiving preemptive rights, rights to contribute capital, etc.); |
| (12) | Purchase of raw materials, fuel, power; |
| (13) | Sale of products and goods; |
| (14) | Provision or acceptance of services; |
| (15) | Entrusted or commissioned sales; |
| (16) | Joint investments by related parties; |
| (17) | Other matters that may cause the transfer of resources or obligations through agreements; |
| (18) | Other matters deemed as related party transactions by relevant laws and regulations. |
Article 7
According to the Hong Kong Listing Rules, related transactions refer to transactions between the Company and its subsidiaries with related persons, as well as designated category transactions with third parties that may allow related persons to gain benefits through their interests in the entities involved in the transactions. Such transactions can be one-time or ongoing and include both capital and revenue nature transactions, regardless of whether they are conducted in the ordinary course of business of the Company and its subsidiaries. The categories of transactions include: