Standards for Related Party Transactions

Optimus Group Co., Ltd. has established the following rules to ensure that transactions with related parties—such as officers and major shareholders—do not harm the shared interests of the company and its shareholders, nor give rise to any such concerns.

1.Definition of Related Party Transactions

Refers to transactions (hereinafter referred to as "Subject Transactions") conducted between the Company and related parties (hereinafter referred to as "Subject Persons and Entities").

2.Subject Persons and Entities

Refers to parties to a transaction where one party controls, or is capable of exerting significant influence over, the financial and operational decision-making of the other party. This includes, but is not limited to, the following entities:

  1. (1) Subsidiaries (excluding consolidated subsidiaries)
  2. (2) Companies having the same parent company as the reporting entity
  3. (3) Other affiliated companies where the reporting entity is an associate, as well as their parent and subsidiary companies
  4. (4) Associates and their subsidiaries
  5. (5) Major shareholders of the reporting entity and their close relatives
  6. (6) Officers of the reporting entity and their close relatives
  7. (7) Officers of the parent company and their close relatives
  8. (8) Officers of significant subsidiaries and their close relatives
  9. (9) Companies and their subsidiaries in which the persons and entities listed in items 6 through 8 hold more than 50% of the voting rights in their own name
  10. (10) Corporate pension plans for employees (only when there are significant transactions other than contribution payments between the pension plan and the company)

3.Subject Transactions

Refers to the transfer of resources or obligations, or the provision of services, whether or not consideration is involved. This includes transactions conducted by Subject Persons and Entities with third parties on behalf of the Company, as well as transactions between the Company and third parties in which Subject Persons and Entities exert significant influence.

4.Procedures

  1. (1) Cases that are deemed to fall under Subject Persons and Entities or Subject Transactions shall be reported to the responsible department, including details such as the transaction content, estimated transaction amount, and the relationship with the Subject Persons and Entities. If judged to qualify as related party transactions, approval from the Board of Directors shall be obtained.
  2. (2) After the commencement of the transaction, regardless of any changes to conditions or amounts during the transaction period, approval from the Board of Directors shall be obtained at least once a year.

5.Disclosure

Significant related party transactions shall be disclosed in accordance with applicable laws and regulations.