Rules of procedure for the general meeting of shareholders of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
Chapter I General Provisions
Article 1 to regulate Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as "the company")
To ensure that the shareholders exercise their functions and powers according to law, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law")
Hereinafter referred to as "company law" and "Securities Law of the people's Republic of China" (hereinafter referred to as "Securities Law")
Law), Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "GEM Listing Rules")
Municipal rules), guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as
"Guidelines for the standardized operation of gem") and the articles of association, in combination with the governance of listed companies
These rules are formulated in accordance with the principles, the rules for the general meeting of shareholders of listed companies and other laws and administrative regulations. Article 2 the company shall strictly comply with the relevant provisions of laws, administrative regulations, these rules of procedure and the articles of association
It is stipulated to convene the general meeting of shareholders to ensure that shareholders can exercise their rights according to law.
The board of directors of the company shall earnestly perform its duties and seriously and timely organize the general meeting of shareholders. All directors of the company
It shall be diligent and responsible to ensure the normal convening of the general meeting of shareholders and the exercise of its functions and powers according to law.
Article 3 the following functions and powers of the company's investment plan and the articles of association shall be exercised:;
(II) elect and replace directors and supervisors not held by employee representatives, and decide on relevant directors and supervisors
Remuneration matters;
(III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget plan and final account plan;
(VI) review and approve the company's profit distribution plan and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company's registered capital;
(VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of company form of the company;
(x) amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Review and approve the guarantee matters specified in Article 5 of these rules;
（13） Deliberating and approving the transactions specified in Article 6 of these rules;
（14） Review the purchase and sale of assets of the company, and take the higher of the total assets and transaction amount
As the calculation standard, according to the transaction type, the cumulative amount within 12 consecutive months has reached the latest audited total amount
30% of assets;
（15） Review and approve the change of the purpose of the raised funds;
（16） Review the equity incentive plan;
（17） The annual general meeting of shareholders of the company may authorize the board of directors to decide the total amount of financing to be issued to specific objects
For stocks not exceeding RMB 300 million and not exceeding 20% of the net assets at the end of the latest year, the authorization will be issued in the next year
The convening date of the annual general meeting of shareholders is invalid;
（18） The review of laws, administrative regulations, departmental rules or the articles of association shall be conducted by the general meeting of shareholders
Other matters decided.
The functions and powers of the above general meeting of shareholders shall not be delegated by the board of directors or other institutions and individuals in the form of authorization
Exercise.
Article 4 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(II) the total amount of external guarantees of the company and its holding subsidiaries exceeds the latest audited net capital
Any guarantee provided after 50% of the property;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the guarantee amount exceeds 50% of the latest audited net assets of the company within 12 consecutive months; and
The absolute amount exceeds 50 million yuan;
(V) the guarantee amount exceeds 30% of the company's latest audited total assets within 12 consecutive months;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by laws and regulations, Shenzhen Stock Exchange or the articles of association.
The company provides guarantee for wholly-owned subsidiaries or guarantees for holding subsidiaries, and the holding subsidiaries
Other shareholders provide the same proportion of guarantee according to their rights and interests, which belongs to items (I) to (IV) of the preceding paragraph
Under such circumstances, it may be exempted from being submitted to the general meeting of shareholders for deliberation. The general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph
It shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the proposal to provide guarantee for shareholders, actual controllers and their related parties, the shares
The shareholder or the shareholder controlled by the actual controller shall not participate in the voting, which shall be decided by the shareholders present
More than half of the voting rights held by other shareholders at the meeting. The company is the controlling shareholder, actual controller and
Where a related party provides a guarantee, the controlling shareholder, the actual controller and their related parties shall provide a counter guarantee.
Article 5 the transactions of the company (except the provision of guarantee and financial assistance) meet the following standards:
1. The following shall be submitted to the general meeting of shareholders for deliberation:
(I) the approval authority of the general meeting of shareholders for non affiliated transactions:
1. The total assets involved in the transaction account for more than 50% of the company's latest audited total assets
If the total assets involved have both book value and assessed value, the higher one shall be taken as the calculation data;
2. The relevant operating income of the subject matter of the transaction (such as equity) in the latest fiscal year accounts for the most recent one of the company
More than 50% of the audited operating income in the last fiscal year, and the absolute amount exceeds 50 million yuan;
3. The relevant net profit of the subject matter of the transaction (such as equity) in the latest fiscal year accounts for the most recent profit of the company
More than 50% of the audited net profit in the fiscal year, and the absolute amount exceeds 5 million yuan; Transactions of the company
It only meets the standard of this item or item (V) and the absolute value of the company's earnings per share in the latest fiscal year
If it is less than 0.05 yuan, the company may apply to Shenzhen stock exchange for exemption from the application of this article and submit it to the general meeting of shareholders for review
Provisions of the Convention;
4. The transaction amount (including debts and expenses) of the transaction accounts for 20% of the company's latest audited net assets
More than 50%, and the absolute amount exceeds 50 million yuan;
5. The profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and
The absolute amount exceeds 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(II) approval authority of the general meeting of shareholders for related party transactions
1. Transactions between the company and related persons (related natural persons and related legal persons) (cash capital donated by the company)
The amount of assets (excluding assets and providing guarantee) is more than 30 million yuan and accounts for the latest audited net assets of the company
Connected transactions with an absolute value of more than 5%.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
2. The related parties that shall be examined and approved by the general meeting of shareholders as stipulated in laws and regulations, relevant rules and the articles of association
Easy matters.
(III) the following transactions between the company and related parties may be exempted from being submitted to the shareholders' meeting in accordance with the provisions of this article
Deliberation at the meeting: (1) the company participates in public bidding and public auction for unspecified objects (excluding bidding invitation, etc.)
Restricted mode); (2) Transactions in which the company obtains benefits unilaterally, including receiving cash assets and obtaining debts
Reduction and exemption, acceptance of guarantee and subsidy, etc; (3) The pricing of related party transactions is stipulated by the state; (4) Related person
The company provides funds at an interest rate not higher than the loan interest rate standard for the same period stipulated by the people's Bank of China; (5) Company
Providing products and services to directors, supervisors and senior managers under the same trading conditions as non related persons. (IV) if the financial assistance is under any of the following circumstances, it shall be submitted to the board of directors after deliberation and approval
The Eastern Conference deliberated: (1) the latest audited asset liability ratio of the funded object exceeded 70%; (2) Single
The amount of financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds the latest amount of the company
10% of the audited net assets in phase I; (3) Other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
The subsidy object is the holding subsidiary within the scope of the company's consolidated statements with a shareholding ratio of more than 50%
The provisions of the preceding paragraph shall apply.
(V) those who have fulfilled relevant obligations in accordance with this article will not be included in the relevant cumulative calculation scope. common
Article 6 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. Annual general meeting
One meeting shall be held within 6 months after the end of the previous fiscal year. Extraordinary general meeting of shareholders from time to time
When an extraordinary general meeting of shareholders is required to be held in accordance with Article 100 of the company law, the extraordinary general meeting shall be held
The general meeting of shareholders shall be held within two months.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the CSRC at the place where the company is located
Description of the stock exchanges where the dispatched offices and the company's shares are listed and traded (hereinafter referred to as "stock exchanges")
Reasons and announcement.
Article 7 when convening a general meeting of shareholders, the company shall hire a lawyer to give legal opinions on the following issues and make a public announcement: (I) whether the convening and convening procedures of the meeting comply with laws, administrative regulations, these rules of procedure and public regulations
Provisions of the articles of association of the company;
(II) whether the qualifications of the participants and the convener are legal and valid;
(III) whether the voting procedures and results of the meeting are legal and valid;
(IV) legal opinions on other relevant matters at the request of the company.
Chapter II convening of the general meeting of shareholders
Article 8 the board of directors shall convene the general meeting of shareholders within the time limit specified in Article 6 of these rules of procedure.
Article 9 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. Requirements for independent directors
For the proposal of holding an extraordinary general meeting of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association,
Within 10 days after receiving the proposal, give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders. Dong
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue the convening shares within 5 days after the resolution of the board of directors is made
Notice of the East Asian Congress; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons and make a public announcement.
Article 10 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing
Proposed by the board of directors. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, make a proposal after receiving it
Put forward written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders within 10 days after the meeting.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice within 5 days after the resolution of the board of directors is made
The change of the original proposal in the notice of convening the general meeting of shareholders shall be approved by the board of supervisors.
The board of directors does not agree to convene the extraordinary general meeting of shareholders, or fails to make a written objection within 10 days after receiving the proposal
If the board of directors fails to perform or fails to perform the duty of convening the general meeting of shareholders, the board of supervisors may
Bank call and
