Pansoft Company Limitid(300996)
Internal accountability system
Chapter I General Provisions
Article 1 the company law of the people’s Republic of China (hereinafter referred to as the law of the people’s Republic of China on corporate governance and management, hereinafter referred to as the “law of the people’s Republic of China on promoting the due diligence of directors and senior management personnel” (hereinafter referred to as the “law of the people’s Republic of China on corporate governance and management”) This system is formulated in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the Pansoft Company Limitid(300996) articles of Association (hereinafter referred to as the articles of association).
Article 2 the board of directors, the board of supervisors and senior managers of the company shall improve the construction and standardized operation of the company’s internal control system in accordance with the company law, the securities law, the listing rules and other relevant laws, regulations, departmental rules, the articles of association and other relevant provisions.
Article 3 accountability system refers to the system of investigating the responsibility of the company’s board of directors, board of supervisors, senior managers and other relevant personnel for their intentional or negligent acts that cause adverse effects and consequences to the company within the scope of their departments and work responsibilities.
Article 4 the accountability objects are the directors, supervisors, senior managers, principals of branches (subsidiaries) and other relevant personnel (i.e. the accountable person).
Article 5 the accountability system adheres to the following principles:
(I) the principle of equality before the system;
(II) the principle of reciprocity between responsibilities and rights;
(III) the principle of who is in charge and who is responsible;
(IV) the principles of seeking truth from facts, objectivity, fairness and impartiality, while adhering to the combination of accountability and improvement
Chapter II division of responsibilities
Article 6 the company sets up an accountability team to lead the development of internal accountability work and verify accountability matters. The chairman of the company serves as the group leader and the chairman of the board of supervisors serves as the Deputy group leader. The members include the general manager, independent directors and employee supervisors.
Article 7 any department or individual of the company has the right to report the non performance or omission of the person held accountable to the company’s accountability team. After verification and confirmation, the accountability team shall put forward relevant plans according to the system and submit them to the board of directors and the general meeting of shareholders. When an accountability event involves a member of the accountability team, the member of the accountability team shall withdraw.
Chapter III accountability matters
Article 8 accountability matters involved in this system:
(I) fail to perform the duties of directors and supervisors, fail to attend the meeting without reason, and fail to implement the resolutions of the board of directors or the board of supervisors;
(II) the work tasks and requirements that should be undertaken are clearly specified in the work plan reviewed and approved by the board of directors of the company, and they are not completed due to poor work;
(III) failing to seriously implement the resolutions of the board of directors, the resolutions of the general manager’s office meeting and the tasks assigned, affecting the overall work plan of the company;
(IV) divulge the company’s business, technology and other related confidential matters and information, resulting in losses to the company; (V) failing to perform their duties seriously, lax management, inadequate measures or inaction, resulting in the failure to complete the work objectives and tasks, affecting the overall work of the company;
(VI) major events violate decision-making procedures and make subjective and blind decisions, resulting in major economic losses;
(VII) practicing fraud or falsely reporting, concealing or delaying the reporting of major emergencies and important situations;
(VIII) management omission leads to serious violations of law and discipline by subordinate departments or personnel under its management, resulting in serious consequences or adverse impact; Shielding, favoring and conniving at the abuse of power, favoritism and malpractice of personnel of subordinate departments;
(IX) major quality and safety accidents or major cases have occurred, causing heavy losses to the company’s property or the safety of employees;
(x) serious favoritism, malpractice, dereliction of duty or dereliction of duty in the company’s procurement, outsourcing, bidding, sales and other economic activities;
（11） Failing to perform the duty of supervision over the use of funds, resulting in serious consequences and adverse effects;
（12） Misappropriating the company’s funds or lending funds to others, or providing guarantee for others with the company’s credit and assets without approval;
（13） Taking advantage of his position to conduct connected transactions related to personal interests, damage the interests of the company, engage in business activities that constitute horizontal competition with the company, hinder the normal operation of the company and cause losses to the company;
（14） Violating the relevant provisions of the company’s information disclosure, resulting in the company being punished by the CSRC, Shenzhen Stock Exchange and other regulatory authorities or damaging the company’s image;
（15） Being taken administrative punishment measures by the CSRC for violating relevant laws and regulations on Securities and futures; （16） Being subject to administrative penalty measures or market entry ban decision by the regulatory authority due to violation of relevant laws and regulations on Securities and futures;
（17） Administrative supervision measures taken by the regulatory authority due to violation of relevant laws and regulations on Securities and futures; （18） For violating the self-discipline rules of the stock exchange, the Shenzhen Stock Exchange has taken disciplinary measures such as circulating a notice of criticism, public condemnation, and public determination that it is not suitable for holding corresponding positions;
（19） Being required to be held accountable by the regulatory authority for violating securities and futures laws and regulations;
（20） The general meeting of shareholders, the board of directors and the board of supervisors of the company consider that they should be held accountable;
（21） Situations where the CSRC and Shenzhen Stock Exchange require the company to conduct internal accountability. Chapter IV accountability methods
Article 9 accountability methods:
(I) order correction and review;
(II) circulate a notice of criticism;
(III) keep for inspection;
(IV) transfer, suspension, demotion and dismissal;
(V) recall and terminate the labor contract.
Article 10 if the company implements the equity incentive mechanism, in addition to the accountability methods specified in Article 9, the company may also take measures to restrict the equity incentive for the accountable person who violates the provisions of this system. The specific restrictive measures shall be determined by the board of directors according to the severity of the violation.
Article 11 if economic losses are intentionally caused, the person held accountable shall bear all economic responsibility.
Article 12 if economic losses are caused due to negligence, economic responsibility shall be borne in proportion according to the circumstances.
Article 13 under any of the following circumstances, a person may be given a lighter, mitigated or exempted from prosecution:
(I) the circumstances are minor and have not caused adverse consequences and influence;
(II) actively admit and correct mistakes;
(III) it is really caused by accidents and natural factors;
(IV) non subjective factors without significant impact;
(V) if it is not adopted due to administrative intervention or the party concerned has indeed put forward suggestions to the superior leaders, the party concerned shall not be investigated for responsibility, and the superior leaders shall be investigated for responsibility.
Article 14 under any of the following circumstances, the punishment shall be severe or aggravated:
(I) the circumstances are bad, the consequences are serious, the impact is great, and the cause of the accident is really caused by personal subjective factors; (II) refusing to admit his mistake;
(III) failure to take remedial measures in time after the accident, resulting in the expansion of losses;
(IV) causing major economic losses that cannot be remedied;
(V) other circumstances that the board of directors and the board of supervisors consider should be dealt with seriously or seriously.
Chapter V accountability process
Article 15 those who violate state laws shall be handed over to judicial organs for handling.
Article 16 the accountability of directors shall be proposed jointly by the chairman of the board or more than one-third (including one-third) of the directors; The accountability of the chairman shall be jointly proposed by more than half of the independent directors; The accountability of senior managers shall be proposed by the general manager; The accountability of the general manager shall be proposed by the chairman; The accountability of other senior managers and principals of branches (subsidiaries) shall be proposed by the general manager. If the above accountability occurs, with the consent of the company’s accountability team, instruct the company’s securities affairs department and the internal audit department to conduct investigation and verification within five working days, and report the investigation results to the company’s accountability team. The accountability team shall put forward handling opinions within three working days, submit them to the board of directors for deliberation, and make a decision on accountability after voting at the meeting.
Article 17 the accountability of supervisors shall be proposed by the chairman of the board of supervisors; The accountability of the chairman of the board of supervisors shall be jointly proposed by more than half of the supervisors. In case of the above-mentioned accountability, with the consent of the company’s accountability team, the company’s securities affairs department and the internal audit department shall be instructed to conduct investigation and verification within five working days, and report the investigation results to the company’s accountability team. The accountability team shall put forward handling opinions within three working days, submit them to the board of supervisors for deliberation, and make a decision on accountability after voting at the meeting.
Article 18 in accordance with the provisions of the articles of association, the removal of directors and supervisors elected by the general meeting of shareholders shall be submitted to the general meeting of shareholders for approval; The removal of employee supervisors shall be submitted to the employee congress for approval; The removal of the person in charge of the branch (subsidiary) shall be handled in accordance with the authority and procedures specified in the articles of association of the branch (subsidiary).
Article 19 in case of any fault, the person held accountable shall be instructed to make an explanation of the fault and plans and measures to avoid the fault in the future work, so as to prevent the occurrence of similar problems.
Article 20 the person held accountable shall cooperate with the investigation and provide true information, and shall not hinder or interfere in the investigation in any way, nor retaliate against the units and individuals who report or report in any form.
Article 21 in the accountability procedure, the right to defend and appeal of the person held accountable shall be fully guaranteed. After the accountability decision is made, the person held accountable may enjoy the right to appeal.
Article 22 If the person held accountable has any objection to the way of accountability, he may apply to the accountability team for reconsideration. Chapter VI supplementary provisions
Article 23 If there are accountability methods specified in the relevant systems of the company, this system shall prevail in case of conflict with this system. Matters not covered in this system shall be implemented in accordance with relevant laws, regulations, rules, normative documents and the articles of association.
Article 24 the accountability of the company’s middle-level managers, general managers and other managers of branches (subsidiaries) other than the person in charge shall be implemented with reference to this system.
Article 25 the system shall be interpreted by the board of directors of the company.
Article 26 this system shall come into force after being deliberated and approved by the general meeting of shareholders, and the same shall apply when it is revised.
Pansoft Company Limitid(300996) March 2022
