Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. regulates the management system of capital exchanges with related parties
Chapter I General Provisions
Article 1 in order to regulate the capital transactions between Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”) and controlling shareholders, actual controllers and other related parties (hereinafter referred to as “the company’s related parties”), avoid the company’s related parties from occupying the company’s funds, protect the legitimate rights and interests of the company, shareholders and other stakeholders, and establish a long-term mechanism to prevent the company’s related parties from occupying the company’s funds, This system is hereby formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and other relevant laws, administrative regulations, departmental rules and normative documents, in combination with the articles of association, systems and the actual situation of the company.
Article 2 this system is applicable to the capital transactions between subsidiaries and related parties included in the scope of the company’s consolidated accounting statements.
Article 3 the term “occupation of funds” as mentioned in this system includes two situations: occupation of operating funds and occupation of non operating funds. Operational fund occupation refers to the fund occupation of the company by its related parties through related transactions in production and operation links such as procurement and sales. Occupation of non operating funds refers to the company’s payment of wages, welfare, insurance, advertising and other expenses for the company’s related parties, the payment of funds for the repayment of debts on behalf of the company’s related parties, the loan of funds to the company’s related parties with compensation or free, directly or indirectly, the creditor’s rights formed by assuming the guarantee liability for the company’s related parties, and other funds used by the company’s related parties without the provision of goods and services.
Article 4 the company’s affiliated parties shall not use their affiliated relationship to damage the interests of the company. If any violation causes losses to the company, it shall be liable for compensation.
Chapter II principles for preventing fund occupation and norms for fund exchanges with related parties of the company
Article 5 the directors, supervisors, senior managers of the company and the chairman and CEO (president) of its subsidiaries have legal obligations to maintain the safety of the company’s funds, and shall perform their duties diligently and dutifully in accordance with relevant laws and regulations and the articles of association.
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 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;
（6） Other methods recognized by the CSRC and Shenzhen Stock Exchange.
Article 7 related party transactions between the company and its related parties shall be carried out in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, the company’s related party transaction management system and the decision-making procedures for related party transactions.
Article 8 the company shall strictly prevent the occupation of non operating funds by related parties and do a good job in the construction of a long-term mechanism to prevent non operating occupation of funds by related parties.
Article 9 the company shall standardize and reduce related party transactions as far as possible. When dealing with operating capital transactions with related parties of the company, the company’s related parties shall be strictly restricted from occupying the company’s funds.
Article 10 the company must maintain its own independence and be independent from its related parties in terms of assets, personnel, finance, institutions and business.
Article 11 the financial department of the company shall actively do a good job in the daily prevention, self inspection and rectification of the occupation of funds by related parties, and report to the legal representative on the day when the occupation of funds by related parties is found.
Article 12 the audit management department of the company shall conduct regular special verification or irregular random inspection on the occupation of funds by related parties, and make a written report to the audit committee of the board of directors. The CEO (president) and financial department of the company shall cooperate.
Article 13 the board of directors of the company shall review and approve the related party transactions between the company and related parties according to its authority and responsibilities. Related party transactions exceeding the approval authority of the board of directors shall be submitted to the general meeting of shareholders for deliberation.
Article 14 the Finance Department of the company shall regularly inspect the company and its subsidiaries, report the review of non operating capital transactions with related parties to the CEO (president), and eliminate the non operating occupation of funds by related parties.
Article 15 when the certified public accountants employed by the company audit the company’s annual financial and accounting report, they shall issue a special explanation on the company’s funds occupied by related parties, and the company shall make an announcement on the special explanation when disclosing the annual report.
Article 16 in the event that the company’s related parties occupy the company’s assets and damage the interests of the company and the public shareholders, the board of directors of the company shall take effective measures to require the related parties to stop the infringement and compensate for the losses. When the related parties refuse to correct, the board of directors of the company shall timely report to the securities regulatory authorities and Shenzhen Stock Exchange, and file legal proceedings against the related parties to protect the legitimate rights and interests of the company and public shareholders.
Article 17 the controlling shareholders and actual controllers of the company shall have the obligation of good faith to the company and the public shareholders of the company, and shall not damage the legitimate rights and interests of the company and the public shareholders by means of profit distribution, asset reorganization, foreign investment, capital occupation, loan guarantee, etc., and shall not damage the interests of the company and the public shareholders by taking advantage of their controlling position. Those who violate the above provisions and cause losses to the company shall be liable for compensation.
Article 18 If the company finds that the controlling shareholder embezzles the company’s assets, it shall immediately apply for judicial freezing of the company’s equity held by the controlling shareholder; If the controlling shareholder cannot pay off the occupied assets in cash, the company shall actively take measures to recover the occupied assets through laws, regulations or ways permitted by the CSRC.
Article 19 in case of capital occupation, the company shall strictly control the implementation conditions of “paying debts with shares” or “paying debts with assets”, strengthen supervision, and prevent shoddy goods, repudiation with shares and other acts that damage the rights and interests of the company and minority shareholders.
Chapter III payment procedures for fund transactions between related parties of the company
Article 20 when the company needs to make payment for related party transactions with its related parties, the financial department of the company shall not only take the relevant agreements, contracts and other documents as the basis for payment, but also examine whether the matters constituting the basis for payment comply with the decision-making procedures stipulated in the articles of Association and relevant systems.
Article 21 before making payment, the financial department of the company shall submit the payment basis to the chief financial officer. The financial department of the company can handle the specific payment matters only after the chief financial officer’s examination and approval and the approval of the company’s legal representative.
Article 22 the company’s financial department shall strictly abide by the company’s rules and regulations and financial discipline when handling payment matters with the company’s related parties.
Chapter IV filing management
Article 23 the financial department of the company shall carefully calculate and count the capital transactions between the company and its related parties, and establish special financial files.
Chapter V accountability and punishment
Article 24 If the directors, supervisors and senior managers of the company violate the requirements of this system and cause losses to the company when making decisions, reviewing, approving and directly dealing with capital transactions with related parties of the company, they shall accept administrative sanctions and bear corresponding civil compensation liabilities. At the same time, the company shall take the initiative to report and complain to relevant administrative and judicial authorities when necessary, and the relevant departments shall investigate their legal liabilities.
Article 25 non operating related parties of the company arising from the violation of this system by the holding subsidiaries of the company
In case of occupying funds, illegal guarantee and other phenomena, which cause losses to investors, the company shall investigate the legal responsibility of the relevant responsible person in addition to giving administrative and economic punishment to the relevant responsible person.
Article 26 related parties of the company violate relevant laws, administrative regulations, departmental rules and other normative regulations
If the documents occupy the company’s funds, the company shall send a reminder notice in time to claim rights according to law; If losses are caused to the company, the company shall claim compensation in time, and claim through legal channels such as litigation when necessary.
Chapter VI supplementary provisions
Article 27 the system shall come into force from the date of deliberation and approval by the board of directors of the company.
Article 28 matters not covered in this system shall be handled in accordance with relevant national laws, administrative regulations, normative documents and the public regulations
Implement the provisions of the articles of association of the company; If this system conflicts with the laws, administrative regulations, normative documents issued by the state in the future or the articles of association modified by legal procedures, it shall be implemented in accordance with the provisions of relevant national laws, administrative regulations, normative documents and the articles of association, and the system shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 29 the power of interpretation of this system belongs to the board of directors of the company.
Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
