Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. CEO (president) work rules
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as the “company”), these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), 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 relevant laws and regulations.
Article 2 the scope of personnel to which these rules apply is the chief executive officer (president), vice president, chief financial officer and other senior managers specified in the articles of association. The working rules of the Secretary of the board of directors shall be stipulated separately. The wholly-owned and holding enterprises of the company may refer to these rules.
Article 3 the chief executive officer (president) of the company shall preside over the daily operation and management of the company, organize the implementation of the resolutions of the board of directors and be responsible to the board of directors.
Chapter II qualifications and appointment and removal procedures
Article 4 the company has a chief executive officer (president), who is appointed or dismissed by the board of directors. Each term of office is three years, and can be reappointed. There are several vice presidents, who are appointed or dismissed by the board of directors. Article 5 under the circumstances specified in Article 146 of the company law and those who have been banned from the market by the CSRC and whose ban has not been lifted, they shall not serve as the chief executive officer (president) of the company.
Under any of the following circumstances, he shall not serve as the chief executive officer (president) of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for the crimes of corruption, bribery, embezzlement of property, misappropriation of property or undermining social and economic order, and the expiration of the execution period is less than 5 years, or being deprived of political rights for the crime, and the expiration of the execution period is less than 5 years;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than 5 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) those who are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted;
(VII) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
(VIII) persons holding other administrative positions in the company’s controlling shareholder unit except directors and supervisors;
(IX) other circumstances stipulated by laws, administrative regulations, departmental rules or the board of directors of the company. Article 6 in addition to the conditions specified in Article 5 of these rules, the chief executive officer (president) shall meet the following conditions:
（1） Have rich theoretical knowledge, management knowledge and practical experience, and have strong economic management ability;
（2） Have the ability to mobilize the enthusiasm of employees, establish a reasonable organization, coordinate various internal and external relations and take charge of the overall situation;
（3） Have a certain number of years of enterprise management or economic work experience, be proficient in the bank, be familiar with the production and operation business of relevant industries, and master relevant national policies, laws and regulations;
（4） Integrity, diligence and integrity;
（5） In his prime of life, he has a strong sense of mission and a pioneering spirit.
Article 7 the company shall sign an employment contract with the chief executive officer (president) to clarify the rights and obligations of both parties. The appointment and removal of the chief executive officer (president) shall follow legal procedures.
The appointment procedures of the company’s chief executive officer (president), vice president and chief financial officer adopt the following methods:
(I) the chief executive officer (president) is nominated by the chairman and appointed by the board of directors;
(II) the vice president and chief financial officer shall be nominated by the chief executive officer (president) and appointed by the board of directors.
The company dismisses the CEO (president), vice president and chief financial officer in the following ways:
(I) the chief executive officer (president) of the company shall be appointed or dismissed by the board of directors;
(II) when dismissing the vice president and chief financial officer of the company, the chief executive officer (president) shall put forward the intention and reasons for dismissal and submit them to the board of directors for deliberation and decision.
Chapter III responsibilities and authorities of CEO (president)
Article 8 the chief executive officer (president) shall perform the following duties:
The chief executive officer (president) shall be responsible to the board of directors, act in good faith, diligence, dedication and impartiality, and implement the resolutions of the board of directors;
（1） Safeguard the rights and interests of the company’s shareholders, ensure the preservation and appreciation of the company’s assets, and correctly handle the interest relationship between shareholders, the company and employees;
（2） Strictly abide by the articles of association and the resolutions of the board of directors, and report to the board of directors regularly;
（3） According to the requirements of the board of directors or the board of supervisors, report to the board of directors or the board of supervisors on the signing, implementation, fund utilization, profit and loss of the company’s major contracts, and ensure the authenticity of the report;
（4） Organize the implementation of the business plan determined by the board of directors to ensure the completion of various work tasks and business objectives;
（5） Pay attention to the analysis and research of market information, promote the company’s technological progress and modern management, improve economic benefits, and enhance the company’s market adaptability, competitiveness and sustainable development ability;
（6） Organize the implementation of advanced quality management system, provide technical services according to international and national standards, and improve product quality and management level;
（7） Ensure that the company complies with relevant national laws, regulations, rules, government normative documents and the articles of association in the process of operation, and strictly abide by the law.
Article 9 the chief executive officer (president) shall be responsible to the board of directors and exercise the following functions and powers in accordance with relevant laws and regulations, the articles of association and the company’s internal rules and regulations:
（1） Organize the implementation of the resolutions of the board of directors, comprehensively preside over the daily operation and management of the company, and report to the board of directors;
（2） Formulate the company’s medium and long-term development plan, major investment projects and annual production and operation plan, and submit them to the board of directors for approval;
（3） Draw up the company’s annual financial budget and final settlement plan; Formulate the company’s after tax profit distribution plan, loss recovery plan and the plan for mortgage financing of the company’s assets, and submit them to the board of directors for approval;
（4） Formulate proposals for the company to increase or reduce its registered capital and issue corporate bonds, and submit them to the board of directors for approval;
（5） Formulate the establishment plan of the company’s internal operation and management organization and submit it to the board of directors for approval;
（6） Formulate the salary, welfare, reward and punishment plan of the company’s employees, submit it to the board of directors for approval, and decide on the employment and dismissal of the company’s employees;
（7） Draft the basic management system of the company and submit it to the board of directors for approval; Formulate specific rules and regulations of the company and supervise the implementation;
（8） Propose to the board of directors to appoint or dismiss the company’s executive chief executive officer (president), vice president, chief financial officer and technical director;
（9） Appoint or dismiss managers other than those who should be appointed or dismissed by the board of directors;
（10） Examine and approve various expenses in the daily operation and management of the company within the limit authorized by the board of directors;
（11） Decide on the company’s loans within the amount authorized by the board of directors according to the annual business plan, investment plan and financial budget and final settlement plan approved by the board of directors;
（12） Decide on the disposal of the company’s legal person’s property and the purchase of fixed assets within the amount authorized by the board of directors;
（13） Examine and approve the company’s financial expenditure within the limit authorized by the board of directors.
According to the decision of the board of directors, the joint signing system shall be implemented for the scheduling of large amounts of funds of the company and the chief financial officer (or chief financial officer);
（14） Sign contracts and agreements on behalf of the company as authorized by the board of directors; Issue daily administrative and business documents of the company;
（15） Other functions and powers authorized by the articles of association or the board of directors.
The chief executive officer (president) shall listen to the opinions and suggestions of the company’s employees when formulating or studying and deciding on major issues of the company’s operation and formulating important rules and regulations.
The chief executive officer (president) shall abide by the provisions of laws, administrative regulations, departmental rules and the articles of association, and bear the following Loyalty Obligations to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property;
(II) not misappropriate the company’s funds;
(III) the company’s assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(IV) the company shall not, in violation of the provisions of the articles of association, lend the company’s funds to others or provide guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) not accept the Commission of others’ transactions with the company as their own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the articles of association.
The income obtained by the chief executive officer (president) in violation of the provisions of this article shall belong to the company; If losses are caused to the company, it shall be liable for compensation.
Chapter IV responsibilities of other senior managers
Article 10 main functions and powers of the vice president:
(I) assist the chief executive officer (president), be responsible for the work within the scope of responsibilities, and be responsible to the chief executive officer (president);
(II) accept the entrustment of the CEO (president) or act as the CEO (president) according to the resolution of the board of directors. The chief financial officer is in charge of the company’s financial management and reports to the chief executive officer (president).
The president’s personnel shall timely report to the board of directors and the board of supervisors on major events and progress changes in the operation or finance of the company, so as to ensure the right to know of directors, supervisors and the Secretary of the board of directors.
Chapter V working organization and working procedures of CEO (president)
Article 11 the working organization of the chief executive officer (president) shall be set up in accordance with the principles of simplification, unification and efficiency:
(I) according to the scale of the company and the resolution of the board of directors, the company can set up personnel, finance, audit, office and other departments. The personnel department is responsible for the assessment, employment, appointment, removal, reward and punishment and other personnel management of the company’s employees; The financial department is mainly responsible for the company’s accounting and financial management; The audit department is mainly responsible for the internal audit of the economic activities of the company and its subordinate enterprises and the work arranged by the audit committee of the board of directors; The office is mainly responsible for handling the daily administrative work of the company assigned by the CEO (president).
（2） According to the needs of the company’s business activities, set up corresponding business departments to be responsible for the company’s operation and management.
Article 12 Chief Executive Officer (president) office meeting system:
(I) the CEO (president) office meeting is a working meeting for the company’s senior managers to exchange information, research work and agreed matters.
(II) the CEO (president) office meeting of the company shall be presided over by the CEO (president). The chief executive officer (president), vice president and other senior management personnel attend the CEO (president) office meeting. Other personnel can attend or attend the meeting as required with the consent of the CEO (president).
(III) the chief executive officer (president) shall regularly hold the chief executive officer (president) office meeting, which shall not be less than four times a year in principle. Those attending the meeting who cannot attend the CEO (president) office meeting for some reason shall ask for leave in advance.
The CEO shall convene the CEO meeting within one of the following three working days:
1. When the chief executive officer (president) deems it necessary;
2. When proposed by the vice president or other senior management;
3. When the board of Directors proposes.
(V) the CEO (president) office meeting shall be notified to all participants in writing or by communication 3 days before the meeting.
The chief executive officer (president) shall preside over the office meeting of the company’s chief executive officer (president). If the chief executive officer (president) is unable to perform his duties for some reason, the chief executive officer (president) shall designate a vice president to convene and preside over the meeting on his behalf.
(VI) the chief executive officer (president) shall make minutes of the office meeting, which shall be signed by the attendants and recorder, and the minutes shall be in the charge of a specially assigned person and kept properly. The main contents of the meeting minutes include:
1. Time and place of the meeting;
2. Names of moderator and participants;
3. Main contents and decisions of the meeting.
(VII) the chief executive officer (president) shall make the final decision on the topics of the chief executive officer (president) office meeting after full discussion by the participants.
Minutes of important meetings of the CEO (president) office meeting shall be formed, and the CEO (president) shall review and decide whether to print and distribute the minutes. The meeting minutes shall be properly kept and filed.
(VIII) all meeting materials that need to be kept confidential shall be recovered by a specially assigned person after the meeting.
(IX) the personnel attending the CEO (president) office meeting shall strictly implement the confidentiality system. Article 13 CEO (president) reporting system:
（1） The chief executive officer (president) shall report to the board of directors regularly or irregularly according to the requirements of the board of directors. The contents of the report include but are not limited to:
1. Regular reports;
2. Implementation of the company’s annual plan and problems and Countermeasures in production and operation;
3. Signing and implementation of major contracts of the company;
4. Fund utilization and profit and loss;
5. Progress of major investment projects;
