Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
Management system for preventing controlling shareholders and related parties from occupying the company’s funds
Chapter I General Provisions
Article 1 in order to prevent the controlling shareholders and related parties from occupying the funds of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”) and prevent the controlling shareholders and related parties from occupying the funds, This system is formulated in accordance with the company law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, relevant laws and regulations and the articles of association.
Article 2 the directors, supervisors and senior managers of the company have legal obligations to maintain the safety of the company’s funds. Article 3 the term “occupation of funds” as mentioned in this system includes occupation of operating funds and occupation of non operating funds.
Operating fund occupation refers to the fund occupation generated by the controlling shareholders, actual controllers and related parties through related party transactions in production and operation links such as procurement and sales;
Occupation of non operating funds refers to the creditor’s rights formed by the wages, welfare, insurance, advertising and other expenses advanced by the company for the controlling shareholder, actual controller and related parties, the funds paid to repay debts on behalf of the controlling shareholder, actual controller and related parties, the funds lent to the controlling shareholder and related parties with compensation or free, directly or indirectly, and the guarantee liability for the controlling shareholder, actual controller and related parties, Other funds provided to controlling shareholders, actual controllers and related parties without consideration for goods and services.
Article 4 this system is applicable to the management of capital transactions between the company and its controlling shareholders, actual controllers and related parties. This system is also applicable to the capital transactions between the controlling shareholders, actual controllers and related parties of the company and the subsidiaries included in the scope of the company’s consolidated accounting statements.
Chapter II principles for preventing the occupation of funds by controlling shareholders and related parties
Article 5 when the company has business capital transactions with controlling shareholders and related parties, it shall strictly prevent the company’s funds from being occupied. The company shall not provide funds, assets and resources directly or indirectly to the controlling shareholders and related parties by means of advance payment of wages, welfare, insurance, advertising and other expenses, advance investment payment, or bear costs and other expenses on behalf of each other.
Article 6 the company shall not directly or indirectly provide funds to controlling shareholders, actual controllers and other related parties in the following ways:
(I) advance wages, welfare, insurance, advertising and other expenses, bear costs and other expenses for the controlling shareholders, actual controllers and other related parties;
(II) lending the company’s funds (including entrusted loans) to the controlling shareholders, actual controllers and other related parties with compensation or free of charge, except for the funds provided by other shareholders of the listed company in the same proportion. The aforementioned “joint stock company” does not include a company controlled by a controlling shareholder or actual controller;
(III) entrust controlling shareholders, actual controllers and other related parties to carry out investment activities;
(IV) issue commercial acceptance bills without real transaction background for controlling shareholders, actual controllers and other related parties, and provide funds in the form of purchase payment, asset transfer payment, advance payment, etc. in the absence of commodity and labor consideration or obviously contrary to business logic;
(V) repay debts on behalf of controlling shareholders, actual controllers and other related parties;
(VI) providing entrusted loans to controlling shareholders, actual controllers and related parties through banks or non bank financial institutions;
(VII) failing to timely repay the debts formed by the company’s guarantee liability to the controlling shareholder, actual controller and related parties;
(VIII) the company provides funds to the controlling shareholders, actual controllers and related parties through current accounts without commercial substance;
(IX) the occupation of funds caused by transaction matters is not solved within the specified or commitment period; (x) other methods recognized by the CSRC and Shenzhen Stock Exchange.
Article 7 the related party transactions between the company and the controlling shareholders and their related parties must strictly comply with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws and regulations, as well as the company’s related party transaction management system.
Article 8 the company shall strictly control the guarantee provided to the controlling shareholders and related parties, and must strictly implement the provisions of the company’s external guarantee management system.
Chapter III responsibilities and measures
Article 9 the company strictly prevents the controlling shareholders and related parties from occupying non operating funds, and does a good job in the construction of a long-term mechanism to prevent the controlling shareholders from occupying non operating funds.
Article 10 the directors, supervisors and senior managers of the company shall perform their duties diligently in accordance with the articles of association, rules of procedure of the board of directors and rules of procedure of the board of supervisors, so as to maintain the safety of the company’s funds and property.
Article 11 the chairman of the board of directors of the company is the first responsible person for preventing the occupation of funds and clearing up debts due to the occupation of funds. Article 12 the board of directors and the chief executive officer (president) of the company shall, in accordance with their respective authorities and responsibilities, consider and approve the related party transactions between the company and the controlling shareholders and related parties through production and operation links such as procurement and sales. Related party transactions exceeding the approval authority of the board of directors shall be submitted to the general meeting of shareholders for deliberation.
Article 13 when the company conducts related party transactions with controlling shareholders and related parties, the fund approval and payment process must strictly implement the related party transaction agreement and relevant provisions on fund management, and shall not form abnormal occupation of operating funds.
Article 14 when a subsidiary of the company conducts business related party transactions such as procurement and sales with the controlling shareholders and related parties of the company, it must sign an economic contract with real transaction background. If the signed contract cannot be executed on schedule due to market reasons, the actual situation of the inability to perform the contract shall be explained in detail, and the contract shall be terminated after negotiation between both parties.
Article 15 the financial department of the company shall regularly inspect the company and its subsidiaries, report the review of non operating capital transactions with the controlling shareholders and related parties, and eliminate the non operating occupation of funds by the controlling shareholders and related parties.
Article 16 in case of illegal occupation of funds by controlling shareholders and their related parties, the company shall formulate a debt settlement plan according to law to protect the legitimate rights and interests of the company and minority shareholders.
Article 17 If the controlling shareholder and its related parties occupy or transfer the company’s funds, assets or other resources, the board of directors of the company shall timely take protective measures such as litigation, property preservation and equity freezing to avoid or reduce losses. If the controlling shareholder or actual controller takes advantage of his / her control position to cause damage to the rights and interests of the company and other shareholders, the board of directors shall make a claim for compensation and investigate his / her responsibility according to law. The board of directors of the company shall “freeze upon occupation” of the shares held by the controlling shareholder, that is, if it is found that the controlling shareholder embezzles the assets, it shall immediately apply for judicial freezing. If it cannot be repaid in cash, it can repay the embezzled assets by means of dividend for debt repayment, equity realization or assets for debt repayment in accordance with the law.
Article 18 in case of illegal occupation of funds, the company shall strictly control the implementation conditions of “paying debts with shares” or “paying debts with assets”, strengthen supervision, and prevent substandard goods from replacing good ones, repudiation with shares and other acts damaging the rights and interests of the company and minority shareholders.
Article 19 the company shall strictly control the related parties to use non cash assets to pay off the Occupied Funds of the company. When a related party intends to use non cash assets to pay off the company’s funds occupied, it shall comply with the following provisions:
(I) the assets used for compensation must belong to the same business system of the company, which is conducive to enhancing the independence and core competitiveness of the company and reducing related party transactions. They must not be assets that have not been put into use or assets without objective and clear book value;
(II) the company shall employ an intermediary institution qualified for securities and futures related business to evaluate the assets that meet the conditions of offsetting debts with assets, and take the assessed value of assets or the audited net book value as the pricing basis of offsetting debts with assets, but the final pricing shall not harm the interests of the company, and give a discount by taking full account of the present value of the Occupied Funds; (III) independent directors shall express independent opinions on the debt repayment scheme of the company’s related parties, or hire an intermediary institution with securities and futures related business qualifications to issue an independent financial advisory report;
(IV) the debt repayment scheme of the company’s related parties shall be reviewed and approved by the general meeting of shareholders, and the related party shareholders shall withdraw from voting.
Chapter IV accountability and punishment
Article 20 when the directors, supervisors and senior managers of the company assist and connive at the controlling shareholders or related parties to encroach on the company’s assets, the board of directors of the company shall punish the person directly responsible according to the seriousness of the circumstances, and propose to the general meeting of shareholders to remove the director with significant responsibility; Senior managers with major responsibilities shall be dismissed.
Article 21 all directors of the company shall prudently treat and strictly control the debt risks arising from the guarantee to the controlling shareholders and related parties, and bear joint and several liabilities for the losses arising from the illegal or improper external guarantee according to law. Article 22 If the company or its subsidiaries occupy non operating funds with controlling shareholders and related parties, resulting in adverse effects on the company, the company will give administrative and economic sanctions to the relevant responsible persons.
Article 23 If the company and its subsidiaries included in the scope of consolidated statements violate this system and cause losses to the company due to the non operational occupation of funds and illegal guarantees by the controlling shareholders and related parties, the company shall not only give administrative and economic sanctions to the relevant responsible persons, but also investigate the legal responsibilities of the relevant responsible persons according to the seriousness of the circumstances.
Chapter V supplementary provisions
Article 24 The term “controlling shareholder” as mentioned in this system 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; The affiliated parties mentioned in this system refer to the affiliated legal persons and affiliated natural persons in accordance with articles 7.2.3 and 7.2.5 of the GEM Listing Rules of Shenzhen Stock Exchange; The actual controller mentioned in this system refers to the person who is not the controlling shareholder of the company, but can actually control the behavior of the company through investment relations, agreements or other arrangements.
Article 25 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of association. If there is any difference between this system and the newly issued laws, regulations and relevant provisions, it shall be implemented with reference to the new laws and regulations, and the system shall be revised in due time.
Article 26 the board of directors of the company is responsible for the interpretation of this system.
Article 27 the system shall come into force after being deliberated and approved by the general meeting of shareholders.
Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
