Fujian Rongji Software Co.Ltd(002474)
Code of conduct for controlling shareholders and actual controllers
Chapter I General Provisions
Article 1 in order to implement the principles of openness, fairness and impartiality of the securities market, further regulate the acts of the controlling shareholders and actual controllers of Fujian Rongji Software Co.Ltd(002474) (hereinafter referred to as “the company”) and effectively protect the legitimate rights and interests of the company and other shareholders, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidance No. 1 of listed companies of Shenzhen Stock Exchange – standardized operation of listed companies on the main board (hereinafter referred to as the “standardized operation guidance”) This standard is formulated in combination with the actual situation of the company and other laws, regulations, normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 10 – management of share changes, the business rules of Shenzhen Stock Exchange (hereinafter referred to as the “exchange”) and the provisions of Fujian Rongji Software Co.Ltd(002474) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this specification is applicable to regulating the behavior and information disclosure of the company’s controlling shareholders and actual controllers.
Article 3 the term “controlling shareholder” as mentioned in these specifications refers to the shareholder whose shares account for more than 50% of the total share capital of the company; Or shareholders who hold less than 50% of the shares but have enough voting rights to have a significant impact on the resolutions of the general meeting of shareholders.
Article 4 the term “legal person, actual controlling person or other person” refers to the legal person, the actual controlling person or other natural persons who can control the company through the agreement, arrangement or other norms.
Chapter II General principles
Article 5 the controlling shareholders and actual controllers shall abide by the principle of good faith, exercise the rights and obligations of shareholders according to law, and maintain the independence of the company. They shall not abuse their control position to damage the legitimate rights and interests of the company and other shareholders, and shall not use their control position of the company to seek illegal interests.
Article 6 the controlling shareholder and actual controller shall not conceal the identity of their controlling shareholder and actual controller to evade relevant obligations and responsibilities.
Article 7 the controlling shareholders and actual controllers of the company shall comply with the following requirements:
(I) abide by and urge the company to abide by laws and regulations, listing rules, other provisions of the exchange and the articles of association, and accept the supervision of the exchange;
(II) exercise shareholders’ rights in accordance with the law and do not abuse the right of control to damage the legitimate rights and interests of the company or other shareholders; (III) strictly implement the public statements and commitments made, and do not change or cancel without authorization;
(IV) actively inform the company of major events that have occurred or actively cooperate with the company to disclose information in a timely manner in accordance with the provisions of the company;
(V) shall not occupy the company’s funds in any way;
(VI) it is not allowed to force, instigate or require the company and relevant personnel to provide guarantee in violation of laws and regulations;
(VII) it is not allowed to use the company’s unpublished material information to seek benefits, disclose the company’s unpublished material information in any way, and engage in illegal acts such as insider trading and market manipulation;
(VIII) the legitimate rights and interests of the company and other shareholders shall not be damaged by unfair related party transactions, profit distribution, asset restructuring, foreign investment and other means;
(IX) ensure the integrity of the company’s assets, personnel independence, financial independence, institutional independence and business independence, and shall not affect the independence of the company in any way;
(x) other duties deemed necessary by the exchange.
The controlling shareholder and actual controller shall make a clear commitment that if the controlling shareholder or its affiliates occupy the company’s funds and require the company to provide guarantees in violation of laws and regulations, they will not transfer the company’s shares held and controlled until all the occupied funds are returned and all the illegal guarantees are lifted, except that the funds obtained from the transfer of the company’s shares held and controlled are used to pay off the Occupied Funds and remove the illegal guarantees.
Article 8 the shareholders, controlling shareholders and actual controllers of the company shall actively cooperate with the company in performing the obligation of information disclosure, ensure the authenticity, accuracy, integrity, timeliness and fairness of the information disclosed, and shall not have false records, misleading statements or major omissions.
The controlling shareholder and the actual controller shall designate relevant departments and personnel to be responsible for information disclosure, timely inform the company of the contact information of relevant departments and personnel, actively cooperate with the company’s information disclosure and insider registration, and shall not conceal or require or assist the company to conceal important information from the company.
When the exchange and the company investigate and inquire about relevant information and information from the shareholders and actual controllers, the relevant shareholders and actual controllers shall actively cooperate and reply in a timely and truthful manner, provide relevant materials, confirm, explain or clarify relevant facts, and ensure the authenticity, accuracy and completeness of relevant information and materials.
Article 9 shareholders, actual controllers and other insiders of the company shall keep confidential the undisclosed material information of the company they know, shall not use the undisclosed material information of the company to seek benefits, and shall not engage in insider trading, market manipulation or other fraudulent activities.
Article 10 the directors, supervisors and senior managers of the controlling shareholders and actual controllers of the company shall abide by and urge the relevant controlling shareholders and actual controllers to abide by laws and regulations, listing rules, standardized operation guidelines, other provisions of the exchange and the articles of association.
Chapter III independence
Article 11 the controlling shareholders and actual controllers shall take practical measures to ensure the integrity of the company’s assets, personnel independence, financial independence, institutional independence and business independence, and shall not affect the independence of the company in any way. Article 12 the controlling shareholders and actual controllers shall not affect the independence of the company’s personnel in any of the following ways:
(I) affect the appointment and removal of the company’s personnel by exercising the right to propose, vote and other laws and regulations, relevant provisions of the exchange and shareholders’ rights specified in the articles of association, and restrict the performance of duties by the company’s directors, supervisors, senior managers and other personnel serving in the company;
(II) appoint senior managers of the company to hold other administrative positions other than directors and supervisors in the controlling shareholders or enterprises controlled by them;
(III) pay salaries or other remuneration to the senior management of the company;
(IV) ask the company’s personnel to provide services for them free of charge;
(V) to make the directors, supervisors, senior managers and other personnel working in the company implement decisions or actions that harm the interests of the company;
(VI) other circumstances specified by relevant laws and regulations and recognized by the exchange.
Article 13 the controlling shareholders, actual controllers and their affiliates shall not affect the financial independence of the company in any of the following ways:
(I) share or borrow the company’s bank accounts and other financial accounts with the company, or deposit the company’s funds in any way into the accounts controlled by the controlling shareholders, actual controllers and their affiliates;
(II) non operating occupation of the company’s funds by various means;
(III) require the company to provide guarantee in violation of laws and regulations;
(IV) incorporate the company’s financial accounting system into the management system of controlling shareholders and actual controllers. For example, the controlling shareholders and actual controllers can directly query the company’s operation, financial status and other information through the financial accounting system;
(V) other circumstances recognized by relevant laws and regulations and the exchange.
Article 14 the controlling shareholders, actual controllers and their affiliates shall not occupy the company’s funds in any of the following ways:
(I) require the company to advance and bear wages, welfare, insurance, advertising and other expenses, costs and other expenses;
(II) require the company to repay its debts on its behalf;
(III) require the company to borrow funds for its use (including entrusted loans) with compensation or free, directly or indirectly; (IV) require the company to entrust it to carry out investment activities;
(V) require the company to issue commercial acceptance bills without real transaction background;
(VI) require the company to provide funds in the form of purchase payment, asset transfer payment, advance payment, etc. without consideration for goods and services or obviously contrary to business logic;
(VII) other circumstances recognized by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the exchange.
The controlling shareholder and actual controller shall not occupy the company’s funds in the form of “occupation during the period and return at the end of the period” or “small amount and multiple batches”.
Article 15 the controlling shareholders and actual controllers shall maintain the business independence of the company, support and cooperate with the company to establish an independent production and operation mode, and shall not compete with the company in terms of business scope, business nature, customer objects, product substitutability and other aspects that may damage the interests of the company, and shall not take advantage of their control over the company to seek business opportunities belonging to the company. The controlling shareholders and actual controllers shall take measures to avoid or eliminate horizontal competition with the company.
The controlling shareholders and actual controllers shall maintain the company’s independent decision-making in production and operation, internal management, external investment, external guarantee and other aspects, support and cooperate with the company to perform the internal decision-making procedures of major matters according to law, and participate in the decision-making of major matters of the company through the general meeting of shareholders by exercising the rights of proposal, voting and other laws and regulations, relevant provisions of the stock exchange and shareholders’ rights specified in the articles of association.
Article 16 the controlling shareholders and actual controllers shall maintain the company’s independent decision-making in providing guarantees, support and cooperate with the company to perform the internal decision-making procedures and information disclosure obligations of external guarantees in accordance with laws and regulations, and shall not force, instigate or require the company and relevant personnel to provide guarantees in violation of regulations.
If the controlling shareholder or actual controller forces, instructs or requires the company to engage in illegal guarantee acts, the company and its directors, supervisors and senior managers shall refuse, and shall not assist, cooperate or acquiesce.
Article 17 the controlling shareholders, actual controllers and their affiliates shall not influence the company in any of the following ways
(I) share major machinery and equipment, plant, patented and non patented technologies with the company;
(II) share the raw material procurement and product sales system with the company;
(III) other circumstances recognized by relevant laws and regulations and the exchange.
Article 18 the controlling shareholders and actual controllers shall maintain the independence of the company’s institutions, support the independent operation of the company’s board of directors, board of supervisors, business operation departments or other institutions and their personnel, and shall not interfere with the establishment, adjustment or cancellation of the company’s institutions, or influence the company’s board of directors The board of supervisors, other institutions and their personnel restrict or exert other improper influence in the exercise of their functions and powers.
Article 19 when conducting related party transactions with the company, the controlling shareholders and actual controllers shall follow the principles of equality, voluntariness, equivalence and compensation, and sign a written agreement. The company shall not be required to conduct unfair related party transactions with them, nor shall the company be required to provide goods, services or other assets free of charge or under obviously unfair conditions, nor influence the independent decision-making of the company in any way, nor through fraud Damage the legitimate rights and interests of the company and minority shareholders by means of false statements or other improper acts.
Chapter IV code of conduct of controlling shareholders and actual controllers
Article 20 the controlling shareholders, actual controllers and their affiliates shall not directly or indirectly occupy the company’s funds and assets and damage the legitimate rights and interests of the company and other shareholders by means of related party transactions, asset restructuring, foreign investment, guarantee, profit distribution and other means.
Article 21 the controlling shareholders and actual controllers who are responsible for the illegal acts of the company shall actively and legally use the company’s equity and other assets they hold to compensate small and medium-sized investors.
Article 22 the controlling shareholders and actual controllers shall fully protect the rights of minority shareholders such as proposal right, voting right and director nomination right, and shall not restrict or obstruct the exercise of their legitimate rights for any reason.
When proposing a proposal, the controlling shareholder and actual controller shall fully consider and explain the impact of the proposal on the interests of the company and minority shareholders.
Article 23 controlling shareholders, actual controllers and persons acting in concert shall abide by laws, regulations and relevant provisions of the exchange, abide by relevant statements and commitments, and shall not buy or sell shares of the company by using other people’s accounts or providing funds to others.
Article 24 the controlling shareholder and the actual controller shall maintain the stability of the control right. If it is really necessary to transfer the company’s equity, resulting in the change of control, it shall ensure that the transaction is fair, fair, reasonable and feasible. It shall not use the transfer of control to hype the stock price or damage the legitimate rights and interests of the company and other shareholders.
Article 25 before transferring the control right of the company, the controlling shareholder and the actual controller shall conduct reasonable investigation on the subject qualification, integrity status, transfer intention, performance ability and whether there are circumstances in which the control right cannot be transferred of the proposed transferee, so as to ensure that the transaction is fair, fair and reasonable, which is conducive to safeguarding the interests of the company and minority shareholders.
If the controlling shareholder, the actual controller and their affiliates occupy the company’s funds and require the company to provide guarantees in violation of laws and regulations, the controlling shareholder and the actual controller shall return all the Occupied Funds and remove all the illegal guarantees before transferring the control right; If there is a situation of non performance of the commitment, measures shall be taken to ensure that the performance of the commitment will not be affected.
When the controlling shareholders and actual controllers transfer the control right of the company, they shall pay attention to and coordinate the replacement of new and old shareholders to ensure the smooth transition of the board of directors and the management of the company.
Article 26 the controlling shareholders and actual controllers shall strictly abide by the relevant laws and regulations, the business rules of the exchange and the relevant provisions on their information disclosure obligations in “Chapter VI Information Disclosure Management” of these specifications. Chapter V code of conduct for buying and selling company shares
Article 27 control
