Chapter 1 General Principles
Article 1
To strengthen the management of related party transactions at Xi'an Pary Power Semiconductor Technology Co., Ltd. (hereinafter referred to as "the Company"), protect the legitimate interests of all shareholders, and ensure that related party transactions comply with the principles of fairness, justice, and openness, this system is formulated in accordance with the "Company Law of the People's Republic of China," the "Listing Rules of the Shenzhen Stock Exchange for Growth Enterprise Market Stocks" (hereinafter referred to as "the Listing Rules"), and the relevant provisions of the "Articles of Association of Xi'an Pary Power Semiconductor Technology Co., Ltd." (hereinafter referred to as "the Articles of Association").
Article 2
The Company's related party transactions shall adhere to the following basic principles:
- Principle of honesty and credit;
- Principle of not harming the legitimate rights and interests of the Company and non-related shareholders;
- Principle of avoidance for related shareholders and directors;
- Related party transactions shall follow the principles of market fairness, justice, and openness. The pricing or fee for related party transactions shall generally not deviate from the standards of independent third parties in the market. For transactions where market prices are difficult to compare or pricing is restricted, relevant cost and profit standards shall be clearly defined in contracts.
Chapter 2 Related Transactions, Related Parties, and Related Relationships
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 its related parties, including:
- Purchase or sale of assets;
- External investments (including entrusted financial management, investments in subsidiaries, etc., excluding the establishment or capital increase of wholly-owned subsidiaries);
- Provision of financial assistance (including entrusted loans);
- Provision of guarantees (referring to guarantees provided by the Company for others, including guarantees for controlling subsidiaries);
- Leasing in or out of assets;
- Signing management-related contracts (including entrusted operations, entrusted management, etc.);
- Gifts or receipt of assets;
- Restructuring of debts or claims;
- Transfer of research and development projects;
- Signing licensing agreements;
- Waiving rights (including waiving the right of first refusal, right of first subscription, etc.);
- Purchase of raw materials, fuel, and power;
- Sale of products and goods;
- Provision or acceptance of services;
- Entrusted or entrusted sales;
- Joint investments by related parties;
- Other matters that may cause the transfer of resources or obligations through agreements;
- Other matters recognized by the securities regulatory authority as related party transactions.
Article 4
The Company's related parties include related legal entities and related natural persons.
Article 5
Legal entities or other organizations that meet any of the following conditions are considered related legal entities of the Company:
- Legal entities or organizations that directly or indirectly control the Company;
- Legal entities or organizations directly or indirectly controlled by the aforementioned legal entities, excluding the Company and its controlling subsidiaries;
- Legal entities or organizations directly or indirectly controlled by related natural persons listed in this system, or serving as directors (excluding independent directors of both parties), or senior management, excluding the Company and its controlling subsidiaries;
- Legal entities or organizations holding more than 5% of the Company's shares and their concerted actors;
- Other legal entities or organizations recognized by the China Securities Regulatory Commission, Shenzhen Stock Exchange, or the Company as having a special relationship with the Company that may or has caused the Company to favor their interests.
If the legal entities listed in item (2) are controlled by the same state-owned asset management institution, it does not constitute a related relationship, except when their legal representative, chairman, general manager, or more than half of the directors concurrently serve as directors or senior management of the Company.