Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
internal control system
Chapter I General Provisions
Article 1 in order to strengthen the internal control of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as the “company”), promote the standardized operation and healthy development of the company, and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) This system is formulated in combination with the actual situation of the company in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and the articles of association of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as the “articles of association”). Article 2 the purpose of the company’s internal control system:
(I) comply with national laws, regulations, rules and other relevant provisions;
(II) improve the benefits and efficiency of the company’s operation, improve the quality of the company and increase the return to the shareholders of the company;
(III) ensure the safety and integrity of the company’s assets;
(IV) ensure that the company’s information disclosure is true, accurate, complete and fair.
Article 3 the board of directors of the company is responsible for the formulation and effective implementation of the company’s internal control system.
Chapter II Contents of internal control
Article 4 the following elements shall be fully considered in the company’s internal control:
(I) internal environment: refers to various comprehensive factors affecting the formulation, operation and effect of the company’s internal control system, including the company’s organizational structure, corporate culture, risk concept, business style, personnel management policies, etc.
(II) goal setting: the company’s management sets the company’s strategic objectives according to the risk preference, and decomposes and implements them at all levels within the company.
(III) event identification: the company’s management shall identify internal and external events that affect the achievement of the company’s objectives and distinguish risks and opportunities.
(IV) risk assessment: the management of the company shall analyze various internal and external risks affecting the realization of its objectives, and consider their possibility and impact degree, so that the company can formulate necessary countermeasures.
(V) risk countermeasures: according to the company’s risk preference and risk tolerance, the company’s management adopts risk response methods of avoiding, reducing, sharing or accepting, and formulates corresponding risk control measures.
(VI) control activities: the measures and procedures adopted by the company’s management to ensure the effective implementation and implementation of risk countermeasures, mainly including approval, authorization, verification, coordination, review, regular inventory, record verification, property protection, separation of responsibilities, performance appraisal, etc.
(VII) information and communication: it refers to identifying and collecting relevant information from inside and outside the company, and timely and effectively transmitting it to relevant personnel.
(VIII) inspection and supervision: refers to the process of supervising and evaluating the effect of the company’s internal control, which is carried out through continuous supervision activities, special supervision and evaluation or a combination of the two.
Article 5 the company shall continuously improve its corporate governance structure to ensure the legal operation and scientific decision-making of the board of directors, the board of supervisors and the general meeting of shareholders. The company will gradually establish an effective incentive and restraint mechanism, establish the awareness of risk prevention, cultivate a good enterprise spirit and internal control culture, and create an environment for all employees to fully understand and perform their duties.
Article 6 the company shall clearly define the objectives, responsibilities and authorities of each department and post, and establish corresponding authorization, inspection and level by level accountability systems to ensure that they perform their functions within the scope of authorization; Continuously improve the control structure and formulate control procedures at all levels to ensure that the instructions issued by the board of directors and senior managers can be strictly and carefully implemented.
Article 7 the internal control system of a company shall cover all business links related to financial reports and information disclosure in the business activities of a listed company, including sales and collection, procurement and payment, inventory management, fixed assets management, capital management, investment and financing management, human resources management, information system management and information disclosure management. The internal audit department can adjust the business links covered by internal audit according to the industry and production and operation characteristics of the company.
Article 8 the company will continuously improve special management systems such as seal use management, invoice receipt management system, procurement and payment management system, computerized accounting management, external guarantee management, project investment management, information disclosure management, internal control management of branches and so on.
Article 9 the company shall focus on strengthening the management and control of its holding subsidiaries, strengthen the control of related party transactions, external guarantees, use of raised funds, major investments, information disclosure and other activities, and establish corresponding control policies and procedures in accordance with the requirements of this system and relevant regulations.
Article 10 the company continuously improves the risk assessment system, continuously monitors the business risk, financial risk, market risk, policy and regulation risk and moral hazard, finds and evaluates all kinds of risks faced by the company in time, and takes necessary control measures.
Article 11 the company shall formulate and continuously improve the management policies of internal and external information, ensure the accurate transmission of information, ensure that the board of directors, the board of supervisors, senior managers and the internal audit department timely understand the operation and risk status of the company and its holding subsidiaries, and ensure that all kinds of potential risks and internal control defects are properly handled.
Article 12 the company defines the objectives, responsibilities and authorities of each department and post, establishes a check and balance and supervision mechanism between relevant departments and posts, and establishes an internal audit department specially responsible for supervision and inspection. Chapter III main control activities
Section I management and control of holding subsidiaries
Article 13 the company implements the control policies and procedures for the holding subsidiaries, and urges each holding subsidiary to establish an internal control system.
Article 14 the company shall focus on strengthening the management and control of its holding subsidiaries, mainly including:
(I) establish a control system for each holding subsidiary, and clarify the selection methods, responsibilities and authorities of directors, supervisors (non employee representative supervisors) and important senior managers appointed to the holding subsidiary;
(II) according to the strategic planning of the listed company, coordinate the business strategy and risk management strategy of the holding subsidiary, and urge the holding subsidiary to formulate relevant business operation plans, risk management procedures and internal control systems;
(III) formulate the performance assessment and incentive and restraint system for each holding subsidiary in combination with the actual situation of the company;
(IV) each holding subsidiary of the company shall formulate an internal reporting system for major matters according to its actual situation and needs, timely report major business matters, major financial matters and other information that may have a great impact on the trading price or investment decision of the company’s shares and their derivatives to the person in charge of the company, and report major matters to the board of directors or the general meeting of shareholders of the company for deliberation in strict accordance with the authorization provisions;
(V) each holding subsidiary shall timely submit important documents such as the resolutions of the board of directors and the resolutions of the general meeting of shareholders to the Secretary of the board of directors of the company, and notify the matters that may have a significant impact on the trading price of the company’s shares and their derivatives;
(VI) the financial department of the company shall regularly obtain and analyze the quarterly or monthly reports of each holding subsidiary, including operation reports, production and sales statements, balance sheets, income statements, cash flow statements, statements on providing funds to others and providing guarantees, and entrust an accounting firm to audit the financial reports of the holding subsidiary in accordance with relevant regulations;
(VII) evaluate the implementation, inspection and supervision of the internal control system of the holding subsidiary.
Enterprises at all levels should establish and improve the corresponding multi-level control system of subordinate enterprises.
The company’s internal control system for branches and joint-stock companies with significant influence shall be arranged in accordance with the above requirements.
Article 15 if the holding subsidiary of the company controls other companies at the same time, its holding subsidiary shall establish an internal management and control system for each subsidiary level by level in accordance with the requirements of this system.
Section II internal control of related party transactions
Article 16 the internal control of the company’s connected transactions shall follow the principles of good faith, equality, voluntariness, fairness, openness and fairness, and shall not harm the interests of the company and other shareholders.
Article 17 the company shall, in accordance with the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions, clearly divide the approval authority of the company’s general meeting of shareholders and the board of directors on related party transactions, and stipulate the deliberation procedures and voting avoidance requirements for related party transactions.
Article 18 with reference to the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions, determine the list of related parties of the company and update it in time to ensure that the list of related parties is true, accurate and complete. When the company and its subordinate holding subsidiaries have transaction activities, the relevant responsible person shall carefully consult the list of related parties and carefully judge whether it constitutes related party transactions. If it constitutes a connected transaction, it shall perform the obligations of examination and approval and reporting within their respective authorities.
Article 19 when the company reviews the related party transactions that must be approved in advance by the independent directors, the relevant personnel mentioned in the preceding Article shall submit the relevant materials to the independent directors for prior approval at the first time through the Secretary of the board of directors. Before making a judgment, independent directors may hire an intermediary to issue a special report as the basis for their judgment. Article 20 when the company convenes the board of directors to consider related party transactions, the related directors must withdraw from voting in accordance with the provisions of the articles of association and the rules of procedure of the board of directors. The convener of the meeting shall remind the related directors to avoid voting before the meeting voting. When the company’s general meeting of shareholders deliberates on related party transactions, the board of directors and witness lawyers of the company shall remind related shareholders to avoid voting before shareholders vote.
Article 21 when considering related party transactions, the company shall:
(I) understand the real situation in detail, including the operation status, profitability, whether there are mortgage, freezing and other right defects and legal disputes such as litigation and arbitration;
(II) understand the integrity record, credit status and performance ability of the counterparty in detail, and select the counterparty carefully;
(III) determine the transaction price according to sufficient pricing basis;
(IV) in accordance with the requirements of the Shenzhen Stock Exchange GEM Listing Rules and when the Company deems it necessary, hire an intermediary to audit or evaluate the subject matter of the transaction; The company shall not consider and make decisions on related party transactions involving unclear status of the subject matter of the transaction, uncertain transaction price and uncertain situation of the counterparty.
Article 22 for transactions between the company and related parties, a written agreement shall be signed to clarify the rights, obligations and legal liabilities of both parties.
Article 23 the directors, supervisors and senior managers of the company are obliged to pay attention to whether the company has misappropriated funds by related parties and other issues that encroach on the interests of the company. The independent directors and supervisors of the company shall check the capital transactions between the company and related parties at least once a quarter to understand whether the company is occupied or transferred by the controlling shareholders, actual controllers and their related parties. If any abnormality is found, it shall be timely submitted to the board of directors of the company to take corresponding measures.
Article 24 If the company suffers losses or may suffer losses due to the occupation or transfer of the company’s funds, assets or other resources by related parties, the board of directors of the company shall take timely protective measures such as litigation and property preservation to avoid or reduce losses.
Section III internal control of external guarantee
Article 25 the internal control of the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 26 the general meeting of shareholders and the board of directors of the company shall exercise the examination and approval authority in accordance with the explicit provisions on external guarantees in the articles of association. In case of violation of the examination and approval authority and deliberation procedures, they shall be investigated for responsibility in accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the company.
Article 27 the company shall investigate the operation and reputation of the guaranteed. The board of directors shall carefully consider and analyze the financial status, operation status, industry prospect and credit situation of the guaranteed party, and make decisions prudently according to law. The company may, when necessary, hire an external professional organization to assess the risk of implementing external guarantee, which can be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 28 in order to develop production and operation, based on the principle of risk sharing and benefit sharing, the company may establish a mutual guarantee relationship with relevant enterprises. The amount of mutual guarantee shall be roughly equal. When providing guarantee to non mutual insurance units and non holding subsidiaries, the company shall, in principle, require the other party to provide counter guarantee, and carefully judge the actual guarantee ability and enforceability of the counter guarantee provider.
Article 29 the independent directors of the company shall express independent opinions when the board of Directors considers the external guarantee matters. If necessary, they can hire an accounting firm to check the company’s accumulated and current external guarantee. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and go through relevant procedures.
Article 30 the company shall properly manage the guarantee contract and relevant original materials, timely clean up and inspect them, and regularly check with banks and other relevant institutions to ensure that the archived materials are complete, accurate and effective, and pay attention to the limitation period of the guarantee.
In the process of contract management, any abnormal contract not approved by the board of directors or the general meeting of shareholders shall be reported to the board of directors and the board of supervisors in a timely manner.
Article 31 the Finance Department of the company shall assign special personnel to continuously pay attention to the situation of the guaranteed, collect the latest financial data and audit report of the guaranteed, regularly analyze its financial status and solvency, pay attention to its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc., establish relevant financial files and report to the board of directors regularly.
If it is found that the business condition of the guaranteed is seriously deteriorated or major events such as dissolution and division of the company occur, the relevant responsible person shall report to the board of directors in time. The board of directors is obliged to take effective measures to minimize the loss.
Article 32 the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time after the maturity of the externally guaranteed debt. If the guaranteed fails to perform its obligations on time, the company shall take necessary remedial measures in time.
Article 33 If the debts guaranteed by the company need to be extended after maturity and continue to be guaranteed by the company, it shall be used as a new external guarantee and the approval procedure shall be performed again. However, within the guarantee period and guarantee amount approved by the company, the debt guarantee provided by the company can be exempted from re examination and approval.
Article 34 the controlling subsidiaries of the company
