Page 179 - Anual report STi 2022_eng

An ordinary business transaction refers to the If the management division considers that the RPT project

provision of services or purchase of goods/services from has unfair prices with agreement conditions that are unfair
individuals or entities related to or related party with the Company, and not the normal trading, the Company will gather relevant
relating to the main business operations of the Company Group, information, including the reasons and necessity, and propose
which include consulting, management, construction supervision, it to the Audit Committee to consider appropriateness and
architectural and engineering design services, interior work, heri- approve the transactions.
tage conservation, etc. These transactions must have fair prices The guidelines for ensuring the fairness of such
and conditions, as would be expected in a similar situation with normal business transactions with connected parties will
general counterparties, with both parties having equal bargaining promote transparency, verifiability, and equitable conditions

power and without the influence of their status as directors, and prices to support business operations with related

executives, or related persons (arm's length basis). For example: parties. This will enable fair conditions and prices, comparison
● Trading under the price and conditions that the to conducting business with unrelated parties, to protect the
Company or its subsidiaries receives or offers to the general interests of shareholders from any potential transfer of benefits
public, or to connected persons within the Group.
● Trading under the price and conditions that

connected person offers to the general public, or 9.4 Policy and trend of future related
● Trading under the price and conditions that party transactions
the Company is able to show that the operators of the same The Company Group anticipates that related party
business as the Company offer to the general public, etc. transactions, which are necessary and appropriate for the
If the Company or its subsidiaries provide services Group's normal business operations, will continue to occur
to or purchase goods/services from persons who are in the future, such as providing consulting services for
connected or related to the Company, and the prices and construction management and supervision, architectural and

conditions are fair and in line with normal business practices, engineering design, other services, and insurance with a
the transaction is considered a normal business transaction. company that is a connected person of the Company
In such cases, the management division has the authority to Group,etc. Such transactions will be conducted in accordance
approve the transaction. The management must compare with general trading conditions and a guideline for proving
the expected gross profit margin of the project, such as the fairness of entering into a related party transaction that
construction management consulting and supervision, is a normal business transaction, ensuring that the price and
architectural and engineering design services, interior work, conditions are reasonable and fair, taking into account the
and conservation of ancient sites, which are related party interests of the Company and its subsidiaries. The Audit
transactions (“RPT project”), with the estimated gross profit Committee will be responsible for monitoring compliance with

margin for similar characteristics and complexity projects criteria of the Company and its subsidiaries to ensure the
provided to third parties. If it is the project that the Company execution of the related party transaction policy, as well as
Group has never done or there is no comparable project, the guidelines for entering into ordinary business related party
management division will consider whether the RPT project transactions to ensure accuracy and completeness.
has a gross profit margin higher than the minimum specified
in the Group's professional service fee regulations to ensure
the fairness of the service prices of the RPT project. The

management will also review the service agreement draft to
ensure that the conditions are fair and not unconventional
to consider fairness of the RPT project’s service conditions.

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