Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. major information internal reporting system
Chapter I General Provisions
Article 1 is to regulate the important business of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as "the company")
The internal reporting of big information ensures the timely transmission, collection and effective management of major information within the company according to law, so as to ensure the public
The company's information disclosure is true, accurate, complete and timely, and protects the legitimate rights and interests of investors
Company law of the people's Republic of China, securities law of the people's Republic of China, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen
Guidelines for self discipline supervision of Listed Companies in stock exchanges No. 2 - standardized operation of companies listed on GEM
The disclosure management measures and other relevant laws, regulations and provisions and the articles of association are formulated in combination with the actual situation of the company
System.
Article 2 the term "material information" as mentioned in this system refers to all information that has been or has been disclosed to the trading prices of the company's shares and their derivatives
Unpublished information that may have a great impact. Major information includes but is not limited to the occurrence or imminent of the company and its holding subsidiaries
Important meetings, major transactions, major related party transactions, major events and the continuous change process of the above events. heavy
Big information internal reporting system refers to the possible impact on the trading price of the company's shares and their derivatives when it occurs or will occur
In case of any matters or circumstances that have a great impact, the internal information report of the company with reporting obligations in accordance with the provisions of this system shall
1. The system whereby the responsible person or the information reporting contact person timely informs the chairman and the Secretary of the board of directors of relevant information on the same day.
Article 3 when the Secretary of the board of directors needs to know the situation and progress of major matters, relevant departments and personnel shall actively cooperate
Cooperate and assist, reply timely, accurately and completely, and provide relevant materials as required.
Article 4 this system is applicable to the company and its departments, subordinate branches and direct or indirect holding subsidiaries. This system
The information reporting obligors mentioned above refer to relevant personnel or companies that have reporting obligations in accordance with the provisions of this system, including:
(I) directors, supervisors, senior managers and heads of departments of the company;
(II) principals of branches and subsidiaries;
(III) directors, supervisors and senior managers of subsidiaries dispatched by the company;
(IV) controlling shareholders and actual controllers of the company;
(V) other shareholders holding more than 5% of the company's shares and persons acting in concert;
(VI) other relevant personnel who may be exposed to significant information.
Article 5 the company implements the real-time reporting system of major information. All departments and subsidiaries of the company (including wholly-owned subsidiaries)
The person who has the obligation to report when the situation described in Chapter II of this system occurs, occurs or is about to occur
The director shall inform the chairman of the board of directors and the Secretary of the board of directors of the relevant information to ensure that it is timely, true, accurate, complete and free from falsehood
False, seriously misleading statements or material omissions. The Secretary of the board of directors, the reporter and other persons who have access to information due to their work
Before the relevant information is publicly disclosed, the staff of the company shall have the obligation of confidentiality. Before the public disclosure of information, the board of directors of the company
Information insiders should be kept to a minimum.
Chapter II Scope of major information
Article 6 the company's major information includes but is not limited to the important meetings, major transactions, major related party transactions, major events and the continuous progress of the above matters of the company and its (holding) subsidiaries. (I) "important meetings" mentioned in this system include:
1. The board of directors, the board of supervisors and the general meeting of shareholders held by the company and its subsidiaries;
2. Special meetings held by the company and its subsidiaries on major issues mentioned in the system.
(II) "major transactions" mentioned in this system include:
1. Purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but it still includes the purchase and sale of such assets in asset replacement);
2. Foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries);
3. Provide financial assistance;
4. Provide guarantee (including guarantee for subsidiaries);
5. Leased in or leased out assets;
6. Sign management contracts (including entrusted operation, entrusted operation, etc.);
7. Donated or donated assets;
8. Reorganization of creditor's rights or debts;
9. Transfer and transfer of research and development projects;
10. Sign the license agreement;
11. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
12. Entrusted or entrusted management of assets and businesses;
13. Other transactions recognized by Shenzhen Stock Exchange.
(III) if the transaction mentioned in Item (II) of the company meets one of the following standards, it shall be reported in time: 1. The total assets involved in the transaction account for more than 10% of the company's total audited assets in the latest period. If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
3. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 5 million yuan;
5. The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation. All transactions related to the subscript of the same transaction category shall be calculated cumulatively for 12 consecutive months. If the company or its (holding) subsidiary has any matter specified in this article, it shall be implemented with reference to this standard.
(IV) related party transactions of the company or its (holding) subsidiaries, including:
1. Transactions specified in paragraph (II);
2. Purchase of raw materials, fuel and power;
3. Selling products and commodities;
4. Providing or receiving labor services;
5. Entrusted or entrusted sales;
6. Joint investment with related parties;
7. Deposits and loans with related party financial companies;
8. Other matters that may cause the transfer of resources or obligations through agreement;
9. Other transactions recognized by Shenzhen Stock Exchange.
(V) if the proposed connected transaction meets one of the following standards, it shall be reported in time:
1. Related party transactions with a transaction amount of more than 300000 yuan between the company or its holding subsidiaries and related natural persons;
2. The related party transactions between the company or its holding subsidiaries and related legal persons with a transaction amount of more than 1 million yuan and accounting for more than 0.5% of the absolute value of the company's latest audited net assets.
(VI) litigation and arbitration matters:
1. For major litigation and arbitration matters involving an amount of more than 10% of the absolute value of the company's latest audited net assets and an absolute amount of more than 5 million yuan, the reporting obligor shall perform the reporting obligation in time;
2. The provisions of this paragraph shall apply if the cumulative amount involved in litigation and arbitration matters occurring within 12 consecutive months reaches the standards mentioned in the preceding paragraph. Litigation and arbitration matters, including but not limited to:
(1) Submission and acceptance of litigation and arbitration matters;
(2) The results of the first and final judgments of litigation cases and the results of arbitration awards;
(3) Execution of judgments and awards, etc.
(VII) major changes:
1. Change the company name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number;
2. Major changes have taken place in the business policy, business scope and the company's main business;
3. The board of Directors approves the issuance of new shares or other refinancing schemes;
4. The CSRC shall put forward corresponding examination opinions on the company's issuance of new shares or other refinancing applications and major asset restructuring;
5. Major changes have occurred or are planned to occur in the shareholding or control of the company by shareholders or actual controllers holding more than 5% of the shares of the company;
6. The chairman, Chief Executive Officer (president), directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
7. Major changes in production and operation, external conditions or production environment (including major changes in product price / market capacity / raw material procurement / sales mode / important suppliers or customers);
8. The conclusion of important contracts may have a significant impact on the company's assets, liabilities, equity and operating results;
9. Newly promulgated laws, administrative regulations, departmental rules, normative documents and policies may have a significant impact on the company's operation;
10. Appoint and dismiss accounting firms that provide audit services for the company;
11. The court ruled to prohibit the controlling shareholder from transferring its shares;
12. More than 5% of the company's shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law;
13. Obtaining extra income equal to large government subsidies or other events that may have a significant impact on the company's assets, liabilities, equity or operating results;
14. Other circumstances recognized by Shenzhen Stock Exchange or the company.
(VIII) major risk matters
1. Major losses or losses;
2. Major debts have occurred, major debts have not been paid off when due, or major creditor's rights have not been paid off when due;
3. Liability for major breach of contract or large amount of compensation that may be borne according to law;
4. Provision for impairment of large assets;
5. The company decides to dissolve or is forcibly dissolved according to law;
6. The main debtor is insolvent or enters bankruptcy proceedings, and the listed company fails to draw sufficient bad debt reserves for the corresponding creditor's rights;
7. The main assets are sealed up, seized, frozen or mortgaged or pledged;
8. All or major businesses come to a standstill;
9. The company is investigated by the competent authority or subject to major administrative and criminal penalties due to suspected violations of laws and regulations;
10. Directors, supervisors and senior managers of the company are unable to perform their duties due to investigation or compulsory measures taken by the competent authorities due to suspected violations of laws and regulations, or cannot perform their duties normally for more than three months due to physical, work arrangements and other reasons;
11. Other major risks identified by Shenzhen Stock Exchange or the company.
(IX) other major matters:
1. Information related to the company's performance, profit and other matters, such as financial performance, profit forecast, profit distribution and conversion of reserve fund into share capital;
2. Information related to the company's acquisition, merger, reorganization, major investment, external guarantee and other matters;
3. Information related to securities issuance, repurchase, equity incentive plan and other matters of the listed company;
4. Information related to the business matters of the listed company, such as the research and development or approved production of new products, the approval of new inventions and new patents by the government, the changes of major suppliers or customers, the signing of major contracts, the market turmoil in countries or regions with major business or transactions with the listed company, and the changes of raw material prices, exchange rates, interest rates and other changes that may have a significant impact on the company;
5. Information related to major litigation and arbitration matters of the company;
6. Change the investment project of raised funds;
7. Correction of performance forecast and profit forecast;
8. Profit distribution and conversion of capital reserve into share capital;
9. Abnormal fluctuation and clarification of stock trading;
10. Major issues involved in convertible corporate bonds.
11. Other events and trading matters that should be disclosed in accordance with relevant laws, regulations and the Listing Rules of GEM stocks of Shenzhen Stock Exchange.
Chapter III major information of shareholders or actual controllers of the company
Article 7 shareholders or actual controllers holding more than 5% of the company's shares shall timely and actively inform the chairman and Secretary of the board of directors in writing of the following events:
(I) the actual holding of 5% or more of the company's shares has changed significantly;
(II) the court ruled that the controlling shareholders were prohibited from transferring their shares, and more than 5% of the shares of the company held by shareholders were pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law;
(III) it plans to restructure the company's major assets or business;
(IV) its business condition deteriorates, and it enters or plans to enter bankruptcy, liquidation and other procedures;
(V) other circumstances that have a significant impact on the trading price of the company's shares and their derivatives;
In case of significant changes or progress in the above circumstances, the obligation of timely notification shall be continuously performed.
Article 8 shareholders or actual controllers who hold more than 5% of the company's shares by accepting entrustment or trust shall inform the company of the trustor in time.
Article 9 when shareholders holding more than 5% of the company's shares increase or decrease their shares, they shall inform the company in writing after the closing of the day on which the shares change.
Article 10 when the company issues new shares, convertible corporate bonds or other refinancing schemes, the controlling shareholders, actual controllers and issuing objects shall provide relevant information to the company in a timely manner.
Article 11 if there are reports or rumors related to the controlling shareholders and actual controllers in the public media that may have a great impact on the trading price of the company's shares and their derivatives, the controlling shareholders and actual controllers shall timely and accurately inform the company in writing of the matters involved in the reports or rumors, and actively cooperate with the company's investigation and relevant information disclosure.
Article 12 the acts of the following subjects shall be regarded as the acts of controlling shareholders and actual controllers, and the relevant provisions of the corporate governance system of this system shall apply:
(I) legal person or unincorporated organization directly or indirectly controlled by the controlling shareholder and actual controller;
(II) if the controlling shareholder or actual controller is a natural person, his spouse or adult children;
(III) other personnel recognized by Shenzhen Stock Exchange.
Article 13 for matters not covered in the information notification and disclosure management of controlling shareholders and actual controllers, refer to the Shenzhen Securities Exchange
