Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. related party transaction management system
Chapter I General Provisions
Article 1 in order to ensure that the related party transactions between Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”) and related parties comply with the principles of fairness, impartiality and openness, and ensure that the related party transactions of the company do not damage the legitimate rights and interests of the company and non related shareholders, According to relevant laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks on Shenzhen Stock Exchange, the self regulatory guidelines for listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM, and the self regulatory guidelines for listed companies on Shenzhen Stock Exchange No. 7 – transactions and related party transactions This system is formulated in accordance with the relevant provisions of normative documents 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”) and the actual situation of the company.
Article 2 in addition to the provisions of relevant laws, regulations, normative documents and the articles of association, the connected transactions between the company and its connected persons shall also comply with the relevant provisions of this system.
Article 3 a written agreement shall be signed for the connected transactions between the company and its connected persons. The signing of the agreement shall follow the principles of equality, voluntariness, equivalence and compensation, and the content of the agreement shall be clear and specific.
Article 4 related party transactions shall follow the following basic principles:
(I) conform to the principle of good faith;
(II) comply with the principles of fairness, impartiality and openness. In principle, the price of related party transactions cannot deviate from the price or charging standard of an independent third party in the market;
(III) the review procedures and authorities are compliant and clear, and the information disclosure is standardized, and the avoidance voting system of affiliated directors and affiliated shareholders is strictly implemented during the review of connected transactions;
(IV) legal compliance, no concealment of related party relationships, and no circumvention of relevant review procedures and information disclosure obligations by de associating related party transactions. The relevant transactions shall not cause or may cause the listed company to occupy the non operating funds of the controlling shareholders, actual controllers and other related parties, provide guarantees for related parties in violation of regulations, or other related parties to encroach on interests.
Chapter II related party transactions and related parties
Article 5 related party transactions refer to the transfer of resources or obligations between the company or its holding subsidiary and its related parties, including but not limited to the following:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries);
(III) providing financial assistance (including entrusted loans);
(IV) providing guarantee (refers to the guarantee provided by the listed company for others, including the guarantee for the holding subsidiary); (V) assets leased in or leased out;
(VI) sign management contracts (including entrusted operation, entrusted operation, etc.);
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer of research and development projects;
(x) sign a license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（12） Purchase of raw materials, fuel and power;
（13） Selling products and commodities;
（14） Providing or receiving labor services;
（15） Entrusted or entrusted sales;
（16） Joint investment by related parties;
（17） Other matters that may lead to the transfer of resources or obligations through agreement;
（18） Other matters that the China Securities Regulatory Commission, the Securities Regulatory Commission (hereinafter referred to as the CSRC) and the Shenzhen Stock Exchange believe should be related party transactions.
Article 6 affiliated persons include affiliated legal persons and affiliated natural persons. A legal person or other organization under any of the following circumstances is an affiliated legal person of the company:
(I) legal persons or other organizations that directly or indirectly control the company;
(II) legal persons or other organizations other than the company and its holding subsidiaries directly or indirectly controlled by the legal persons mentioned in the preceding paragraph;
(III) legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the affiliated natural persons of the company listed in Article 8 of the system, or serve as directors (except independent directors) and senior managers;
(IV) legal persons or persons acting in concert holding more than 5% of the shares of the company;
(V) other legal persons or other organizations identified by the CSRC, Shenzhen Stock Exchange or the company according to the principle of substance over form that have a special relationship with the company and may cause the company to favor its interests. Article 7 if the company and the legal person listed in Item (II) of Article 6 are controlled by the same state-owned assets management institution and form the situation described in Item (II) of Article 6, it does not form an affiliated relationship, except that the chairman, manager or more than half of the directors of the legal person belong to the situation listed in Item (II) of Article 8.
Article 8 a natural person under any of the following circumstances shall be an affiliated natural person of the company:
(I) natural persons who directly or indirectly hold more than 5% of the shares of the company;
(II) directors, supervisors and senior managers of the company;
(III) directors, supervisors and senior managers of legal persons or other organizations that directly or indirectly control the listed company;
(IV) close family members of the persons mentioned in items (I) to (III) of this article, including spouses, parents, parents of spouses, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of spouses and parents of children’s spouses;
(V) the CSRC, Shenzhen Stock Exchange or other natural persons identified by the company as having a special relationship with the company according to the principle of substance over form, which may lead to the preference of the company’s interests.
Article 9 a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of the company:
(I) according to the agreement or arrangement signed with the company or its affiliates, after the agreement or arrangement takes effect or within the next 12 months, it will have one of the circumstances specified in Articles 6 and 8 of this system;
(II) in the past 12 months, it has been under one of the circumstances specified in Articles 6 and 8 of this system. Chapter III avoidance system
Article 10 when the board of directors of the company considers related party transactions, related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. If the affiliated director fails to take the initiative to declare and withdraw, the director who knows the situation shall require the affiliated director to withdraw. The meeting of the board of directors can be held only when more than half of the non affiliated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the non affiliated directors. If the number of non affiliated directors attending the board of directors is less than three, the company shall submit the transaction to the general meeting of shareholders for deliberation.
The affiliated directors mentioned in the preceding paragraph include the following directors or directors under any of the following circumstances:
(I) counterparty;
(II) working in the counterparty, or in the legal person or other organization that can directly or indirectly control the counterparty, or the legal person or other organization directly or indirectly controlled by the counterparty;
(III) having direct or indirect control over the counterparty;
(IV) close family members of the counterparty or its direct or indirect controller (see item (IV) of Article 8 of these rules for the specific scope);
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (see item (IV) of Article 8 of these rules for the specific scope);
(VI) persons identified by the CSRC, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
Article 11 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders. The affiliated shareholders mentioned in the preceding paragraph include the following shareholders or shareholders under any of the following circumstances:
(I) counterparty;
(II) having direct or indirect control over the counterparty;
(III) directly or indirectly controlled by the counterparty;
(IV) directly or indirectly controlled by the same legal person or natural person as the counterparty;
(V) close family members of the counterparty or its direct or indirect controller (see item (IV) of Article 8 of these rules for the specific scope);
(VI) working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty or the legal entity directly or indirectly controlled by the counterparty (applicable to those whose shareholders are natural persons); (VII) the execution of the equity transfer agreement has not been completed or the voting right has not been affected due to the existence of an agreement with the other party;
(VIII) legal person or natural person identified by the CSRC or Shenzhen stock exchange that may cause the company to favor its interests.
Article 12 for the related party transactions that the shareholders do not actively explain the related party relationship and withdraw, or that are not indicated in the notice of the board of directors, other shareholders may require them to explain the situation and withdraw.
Article 13 after the conclusion of the general meeting of shareholders, if other shareholders find that related shareholders participate in the voting of related party transactions, or shareholders have objections to the application of avoidance, they have the right to request the people’s court to determine the invalidity of relevant resolutions in accordance with the provisions of the articles of Association.
Article 14 the voting of non affiliated shareholders shall be fully recorded in the resolution of the general meeting of shareholders.
Chapter IV procedures and disclosure of related party transactions
Article 15 Where the amount of transactions (except for providing guarantees) between the company and related parties exceeds 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, the company shall hire a securities service institution in line with the provisions of the securities law to evaluate or audit the transaction object, and submit the transaction to the general meeting of shareholders for deliberation and timely disclosure.
The transaction targets involved in the affiliated transactions related to daily operation mentioned in Article 24 of the system may not be audited or evaluated.
Although the related party transaction fails to meet the standards specified in paragraph 1 of this article, if Shenzhen Stock Exchange deems it necessary, the company shall disclose the audit or evaluation report in accordance with paragraph 1.
Article 16 the shareholders’ meeting shall authorize the board of directors to review and approve the related party transactions that fail to meet the standards specified in the preceding paragraph and are within the authority of the board of directors.
Article 17 within the scope of authority, the board of directors authorizes the chief executive officer (president) to decide that except for the connected transactions between the company and connected natural persons with a transaction amount of more than 300000 yuan, the connected transactions between the company and connected legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets. If the CEO (president) is related to the consideration of the related party transaction, the related party transaction shall be considered and decided by the board of directors.
Article 18 the guarantee provided by the company for the related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Article 19 If the transactions between a listed company and its related parties (except the provision of guarantees and financial assistance) meet one of the following standards, they shall be disclosed in time:
(I) transactions with connected natural persons with a transaction amount of more than 300000 yuan;
(II) transactions with affiliated legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets.
A listed company shall not provide financial assistance such as funds to directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries. A listed company shall prudently provide financial assistance or entrusted financial management to related parties.
Article 20 related party transactions that must be submitted to the general meeting of shareholders for deliberation shall be approved by independent directors in advance before being submitted to the board of directors for deliberation; The prior approval opinions of independent directors shall be approved by more than half of all independent directors and disclosed in the announcement of related party transactions.
Article 21 Where a listed company entrusts financial management to related parties, it shall take the amount incurred as the calculation standard of disclosure and calculate it cumulatively within 12 consecutive months according to the type of transaction, and the provisions of Articles 15 and 19 shall apply. Those who have fulfilled relevant obligations in accordance with Articles 15 and 19 shall not be included in the scope of relevant cumulative calculation.
Article 22 the following connected transactions of the company within 12 consecutive months shall be subject to the provisions of Articles 15 and 19 according to the principle of cumulative calculation:
(I) transactions with the same related party;
(II) transactions with different connected persons related to the same transaction object.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person.
Those who have fulfilled relevant obligations in accordance with Articles 15 and 19 shall not be included in the scope of relevant cumulative calculation.
Article 23 the related party transactions related to daily operation listed in items (12) to (15) of Article 5 between the company and related parties shall be disclosed in accordance with the following provisions and the corresponding deliberation procedures shall be performed:
(I) the company can reasonably estimate the annual amount of daily connected transactions by category, perform the review procedures and disclose; If the actual implementation exceeds the expected amount, the relevant review procedures and disclosure obligations shall be performed again according to the excess amount. (II) the annual report and semi annual report of a listed company shall disclose the daily connected transactions by classification and summary. (III) if the term of the daily connected transaction agreement signed between the listed company and the connected person exceeds three years, it shall re perform the relevant review procedures and disclosure obligations every three years.
Article 24 a daily connected transaction agreement shall at least include the transaction price, pricing principle and basis, total transaction volume or its determination method, payment method and other main terms.
If the agreement does not determine the specific transaction price but only states the reference market price, the company shall disclose the actual transaction price, the market price and its determination method, and the reasons for the difference between the two prices when performing the disclosure obligation in accordance with Article 23.
Article 25 the following transactions between the company and related parties may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with Article 15 of the system.
(I) a listed company participates in public bidding and public auction for unspecified objects (excluding restricted methods such as bidding invitation);
(Ⅱ)
