Zheng Quan Zhi Xing·2025-08-15 16:36Core Viewpoint - The document outlines the decision-making system for related party transactions of Shanghai Hehui Optoelectronics Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties, in compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The system aims to protect the legitimate rights and interests of the company and non-related shareholders [1]. - Related party transactions must comply with laws, regulations, and the company's articles of association [1][2]. Group 2: Definition of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are company directors or senior management [2][3]. - Close family members of the aforementioned individuals are also considered related parties [2]. Group 3: Related Transactions - Related transactions encompass various types of dealings, including asset purchases, investments, and guarantees [7][8]. - Transactions must adhere to principles of honesty, legality, necessity, and fairness [12]. Group 4: Decision-Making Procedures - Related transactions require avoidance measures during contract signing, ensuring that related parties do not interfere with decision-making [10][11]. - The board of directors must consist of a majority of non-related directors for transaction approvals [17]. Group 5: Disclosure and Reporting - The company must disclose related transactions and ensure that independent directors review and approve them [21][22]. - Transactions exceeding certain thresholds require additional scrutiny, including audits or evaluations [19][20]. Group 6: Other Provisions - The document specifies that related party transactions must be documented and maintained for a minimum of ten years [36]. - The system will take effect upon the company's initial public offering of H shares and listing on the Hong Kong Stock Exchange [39].