Listed below is a table of the policies and procedures of JG Summit Holdings, Inc (JGSHI) for the review, approval or ratification, monitoring and recording of related party transactions between and among the company and its parent, joint ventures, subsidiaries, associates, affiliates, substantial stockholders, officers and directors, including their spouses, children and dependent siblings and parents and of interlocking director relationships of members of the board:

Related Party Transactions Policies and Procedures
1. Parent Company Not applicable, as JGSHI is the Parent Company
2. Joint Ventures Treated as arm's length transaction
3. Subsidiaries Treated as arm's length transaction
4. Entities under Common Control Treated as arm's length transaction
5. Substantial Stockholders Treated as arm's length transaction
6. Officers including their spouse, children, siblings and/or parents Treated as arm's length transaction
7. Directors including their spouse, children, siblings and/or parents Treated as arm's length transaction
8. Interlocking director relationships of Board of Directors

JGSHI adopts by law, the rules pertaining to interlocking directors, as follows:

  1. if the interests of the interlocking director in the corporations are both substantial (stockholdings exceed 20% of capital stock)
    • General Rule: A contract between two or more corporations having interlocking directors shall not be invalidated on that ground alone.
    • Exception: If the contract is fraudulent or not fair and reasonable.
  2. if the interest of the interlocking director in one of the corporations is nominal while substantial in the other (stockholdings 20% or more), the contract shall be valid provided the following conditions are present:
    1. the presence of such director in the board meeting in which the contract was approved was not necessary to constitute a quorum for such meeting;
    2. That the vote of such director was not necessary for the approval of the contract;
    3. That the contract is fair and reasonable under the circumstances.

Where (1) and (2) are absent, the contract can be ratified by the vote of the stockholders representing at least 2/3 of the outstanding capital stock or by the vote of the stockholders representing at least 2/3 of the members in the meeting called for the purpose. Provided that:

  1. Full disclosure of the adverse interest of the directors/trustees involved is made on such meeting, and;
  2. The contract is fair and reasonable under the circumstances.