Beijing Quanshi World Online Network Information Co.Ltd(002995)
Standardize the management system of capital transactions with related parties
April, 2002
catalogue
Chapter I General Provisions 3 Chapter II capital exchange norms with related parties of the company Chapter III Procedures for payment of related party funds Chapter IV accountability and punishment 6 Chapter V Supplementary Provisions six
Chapter I General Provisions
Article 1 in order to regulate the capital transactions between Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as "the company") and the company's related parties, avoid the company's related parties from occupying the company's funds, establish a long-term mechanism to prevent the company's controlling shareholders and related parties from occupying the company's funds, and protect the legitimate rights and interests of the company, shareholders and other interested parties, according to the company law of the people's Republic of China and the securities law of the people's Republic of China This system is hereby formulated in accordance with the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the provisions of Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association"). Article 2 the "related parties" mentioned in this system refer to the related parties defined in relevant laws and regulations and the stock listing rules of Shenzhen Stock Exchange, including related legal persons and related natural persons. This system is applicable to the capital transactions between the company and its subsidiaries included in the scope of the company's consolidated accounting statements and its related parties.
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.
Operating capital occupation refers to the capital occupation of the company by the controlling shareholders and other related parties through related 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 company's advance of wages, welfare, insurance, advertising and other expenses for the company's related parties, payment of funds for the repayment of debts on behalf of the company's related parties, paid or free, direct or indirect lending of funds to the company's related parties, undertaking guarantee liability for the company's related parties, and other situations in which the company uses funds for 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. Those who violate relevant regulations and cause losses to the company shall be liable for compensation.
Article 5 this system is applicable to the capital transactions between subsidiaries and related parties included in the scope of the company's consolidated accounting statements.
Chapter II specification of capital transactions with related parties of the company
Article 6 the company shall prevent the company's related parties from directly or indirectly occupying the company's funds and resources through various ways. The company shall not advance wages, welfare, insurance, advertising and other related expenses for the related parties, nor bear costs and other expenses on behalf of each other.
Article 7 in accordance with the Listing Rules of Shenzhen Stock Exchange and the articles of association, the company shall settle the related party transactions between the company and related parties through production and operation links such as procurement, sales and mutual provision of labor services in time, and shall not form abnormal occupation of operating funds.
Article 8 the controlling party is prohibited from directly or indirectly using the following funds to the controlling shareholder and other related parties:
（1） Advance wages, welfare, insurance, advertising and other expenses, and bear costs and other expenses for the controlling shareholders, actual controllers and other related parties;
（2） The company's funds (including entrusted loans) are lent 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 companies controlled by controlling shareholders and actual controllers; u2028
（3） Entrust controlling shareholders, actual controllers and other related parties to carry out investment activities; u2028
（4） 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 and advance payment in the absence of commodity and labor consideration or obviously contrary to business logic;
（5） Repay debts on behalf of controlling shareholders, actual controllers and other related parties;
（6） Other methods recognized by the CSRC. u2028
Article 9 the financial department of the company shall regularly inspect the company and its subsidiaries, carefully calculate and count the capital transactions between the company and its related parties, and report the review of non operating capital transactions with its related parties.
Article 10 the directors, supervisors and senior managers of the company are obliged to pay attention to whether the company has been misappropriated by related parties and other issues that encroach on the interests of the company, and understand whether the company has been occupied and transferred by the controlling shareholders and their related parties. In case of any abnormality, they shall timely submit it to the board of directors of the company to take corresponding measures.
Article 11 the internal audit department of the company shall conduct regular internal audit on the funds occupied by the company's related parties every quarter, supervise and inspect the business activities and the implementation of internal control, evaluate the objects and contents of each inspection, and put forward improvement suggestions and handling opinions to ensure the implementation of internal control and the normal progress of production and operation activities.
Article 12 when auditing the company's annual financial and accounting report, the certified public accountant employed by the company shall conduct a special audit on the occupation of funds by the company's related parties and issue special instructions, and the company shall make an announcement on the special instructions.
Article 13 in case 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 company's related parties refuse to correct, the board of directors of the company shall timely report and announce to Beijing Securities Regulatory Bureau and Shenzhen Stock Exchange, and file legal proceedings against the company's related parties to protect the legitimate rights and interests of the company and public shareholders.
Chapter III Procedures for payment of related party funds
Article 14 the directors, supervisors, senior managers and principals of subsidiaries of the company shall have legal obligations and responsibilities for maintaining the safety of the company's funds and property, and shall perform their duties diligently in accordance with relevant laws, regulations, normative documents and the articles of association.
Article 15 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. The general manager of the company is the person directly in charge, and the financial person in charge is the business person in charge of the work.
Article 16 capital transactions between the company and related parties due to normal related party transactions shall first be examined and approved by the corresponding decision-making body of the company in strict accordance with the relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the provisions of the related party transaction management system formulated by the company.
Article 17 after the approval of the corresponding decision-making body of the company in accordance with the corresponding procedures, the company must sign the corresponding related party transaction agreement with the corresponding related parties in accordance with the approved contents. The related party transaction agreement signed between the company and the corresponding related party shall not violate the resolution or decision of the corresponding decision-making body of the company to approve the related party transaction.
Article 18 the chairman of the board of directors or the senior management in charge of the company shall approve the fund payment in accordance with the fund approval authority specified by the company and the amount and payment time agreed in the corresponding related party transaction agreement, and issue the fund payment instruction to the financial personnel.
Without the approval of the board of directors or the related party's senior management, the fund shall not be paid to the related party in accordance with the relevant decision-making procedures of the related party, nor shall it be paid to the related party without the approval of the board of directors or the related party's senior management.
Article 20 when the company needs to make payment for related party transactions with related parties of the company, 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, and record the relevant decision-making documents such as resolutions of the general meeting of shareholders and resolutions of the board of directors.
Article 21 before making payment, the financial department of the company shall submit the payment basis to the person in charge of finance of the company. The financial department of the company can handle the specific payment matters only after the approval of the person in charge of Finance and the approval of the chairman of the board of directors.
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 accountability and punishment
Article 23 directors, supervisors and senior managers are obliged to protect the company's funds from being occupied by the company's related parties. If it is found that the company's directors and senior managers assist and connive at the company's related parties' embezzlement of the company's assets, the board of directors of the company shall give warnings, dismissal and other sanctions to the senior managers directly responsible according to the seriousness of the circumstances. If the circumstances are serious and violate the criminal law, they shall be investigated for criminal responsibility; The director who is directly responsible shall be given a warning, and the director who is seriously responsible shall be submitted to the general meeting of shareholders of the company to start the removal procedure until criminal responsibility is investigated. The board of supervisors of the company shall earnestly perform its supervisory function.
Article 24 If the company, its subsidiaries and its related parties occupy non operating funds, which has an adverse impact on the company, the company shall give administrative and economic sanctions to the relevant responsible persons; In case of losses caused to investors due to the above-mentioned acts, the company has the right to investigate the legal liabilities of the relevant responsible persons according to the circumstances, in addition to giving administrative and economic sanctions to the relevant responsible persons.
Article 25 If the company's related parties occupy the company's funds in violation of relevant laws, administrative regulations, departmental rules and other normative documents, the company shall timely issue a reminder notice and report to the relevant departments, requiring the relevant departments to investigate their legal responsibilities. If losses are caused to the company, the company shall claim compensation in time, and claim through litigation and other legal forms when necessary.
Chapter V supplementary provisions
Article 26 in case of any matters not covered in this system or any conflict between this system and the provisions of relevant laws, regulations, rules, normative documents and the articles of association, the provisions of relevant laws, regulations, rules, normative documents and the articles of association shall prevail.
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 the system shall be interpreted and revised by the board of directors of the company.
Beijing Quanshi World Online Network Information Co.Ltd(002995) April 2022
