Prevent controlling shareholders, actual controllers and their related parties from occupying the company’s fund management system
No.: SUC/GD-01 Version: B0
Beijing Secohid Technology Co., Ltd.
(Deliberated and approved at the fourth meeting of the fourth board of directors)
Chapter 1 General Provisions
Article 1 In order to regulate the capital transactions between Beijing Secoside Technology Co., Ltd. (hereinafter referred to as the "Company") and its controlling shareholders, actual controllers and their related parties, and to protect the legitimate rights and interests of investors, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), and Article 8 of the "Guidelines for the Supervision of Listed Companies" No. - Supervisory Requirements for Capital Transactions and External Guarantees of Listed Companies, "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), "Shanghai Stock Exchange Science and Technology Innovation Board Self-Regulatory Guidelines No. 1 for Companies Listed on the Science and Technology Innovation Board - Standardized Operations" and the "Articles of Association of Beijing Seikeside Technology Co., Ltd." (hereinafter referred to as the "Articles of Association") and other relevant regulations, this system is formulated.
Article 2 Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total capital stock; or shareholders whose shares do not exceed 50%, but whose voting rights are sufficient to have a significant impact on the resolutions of the shareholders' meeting.
The actual controller refers to the natural person, legal person or other organization that can actually control the company's behavior through investment relationships, agreements or other arrangements.
Article 3 Non-operating capital occupation refers to: wages, benefits, insurance, advertising and other expenses and other expenses advanced by the company for the major shareholder and its affiliated enterprises; funds paid to repay debts on behalf of the major shareholder and its affiliated enterprises; funds lent to the major shareholder and its affiliated enterprises, paid or free, directly or indirectly; claims formed by assuming guarantee responsibilities for the major shareholder and its affiliated enterprises; other funds provided to the major shareholder and its affiliated enterprises without consideration for goods and services.
Other related fund transactions refer to operating fund transactions between the company and "major shareholders and their affiliated enterprises", as well as non-operating fund transactions between the company and "the company's subsidiaries and their affiliated enterprises", "related natural persons" and "other related persons and their affiliated enterprises". The company should analyze whether the fund transactions are non-operating fund transactions from the perspective of whether the funds are in arrears for a long time. The identification number of non-operating fund transactions: SUC/GD-01 Version: B0 refers to the identification standards for non-operating fund occupation in the previous paragraph.
Major shareholders and their affiliated enterprises are controlling shareholders or actual controllers and their affiliated enterprises, and former controlling shareholders or actual controllers and their affiliated enterprises. Affiliated enterprises are enterprises controlled by shareholders and actual controllers, but do not include companies and companies controlled by companies.
Article 4 Controlling shareholders, actual controllers and their related parties shall not misappropriate the company's interests in any way.
Chapter 2 Prohibition of Fund Occupation
Article 5 Controlling shareholders, actual controllers and their related parties shall not occupy company funds in their operating capital transactions with the company.
Article 6 The company’s controlling shareholders, actual controllers and their related parties shall not appropriate the company’s funds in the following ways:
(1) Require the company to advance and bear wages, benefits, insurance, advertising and other expenses, costs and other expenses;
(2) Require the company to repay debts on its behalf;
(3) Requiring the company to lend funds to it for use, paid or free, directly or indirectly;
(4) Requiring the company to provide it with entrusted loans through banks or non-bank financial institutions;
(5) Requesting the company to entrust it with investment activities;
(6) Requiring the company to issue commercial acceptance bills without real transaction background;
(7) Require the company to provide funds to it in other ways if there is no consideration for goods and services or the consideration is obviously unfair;
(8) Failure to repay debts incurred by the company in a timely manner as a result of its guarantee obligations;
(9) Requiring the company to provide funds to it through current funds without commercial substance;
(10) The occupation of funds due to transaction matters is not resolved within the prescribed or promised period;
(11) Requiring the company to deposit cash in a financial company controlled by the controlling shareholder or actual controller, and the interest rate and other terms are significantly lower than the market average, which obviously harms the company's interests or transfers benefits to the controlling shareholder or actual controller;
(12) Require the company to use bank deposits as pledge financing for the controlling shareholder and actual controller;
(13) Other circumstances determined by the China Securities Regulatory Commission and the Exchange.
No.: SUC/GD-01 Version: B0
Controlling shareholders, actual controllers and their related parties are not allowed to occupy company funds in the form of "occupation during the period and repayment at the end of the period" or "small amounts and multiple batches".
Chapter 3 Measures to Prevent Fund Occupation
Article 7 When a company has operating capital transactions with its controlling shareholder, actual controller and its related parties, it shall strictly perform relevant review procedures and information disclosure obligations, clarify the settlement period for operating capital transactions, and shall not provide financial assistance such as funds to the controlling shareholder, actual controller and its related parties in a disguised form in the form of operating capital transactions.
Article 8 The company shall conduct self-examination on its existing capital transactions with its controlling shareholders, actual controllers and their related parties. For problems involving capital occupation, rectification should be completed in a timely manner to safeguard the interests of the company and small and medium-sized shareholders.
Article 9 The company's board of directors shall establish a verification system to regularly inspect the company's monetary funds and asset restrictions, as well as transactions and financial transactions with the controlling shareholder, actual controller and their related parties, pay attention to whether there are any abnormalities in the relevant accounting accounts in the financial report, and verify whether the company has been occupied, transferred funds, assets or other resources by the controlling shareholder, actual controller and their related parties to encroach on the company's interests. If any abnormal situation is discovered, it should be disclosed immediately.
Article 10 The company's audit committee is responsible for guiding the internal audit institution to implement regular inspections; if necessary, it can hire an intermediary agency to provide professional opinions.
If the audit committee discovers during inspection that the company’s controlling shareholders, actual controllers and their related parties have misappropriated funds, it shall urge the company’s board of directors to immediately disclose and take timely recovery measures; if the company fails to disclose in a timely manner, or the disclosure content is inconsistent with the actual situation, the relevant personnel shall immediately report to the Exchange.
During the audit of the annual report, the company's audit committee shall fully communicate with the annual audit accountants, urge the annual audit accountants to perform their duties diligently, issue special explanations and truthfully disclose whether there are controlling shareholders, actual controllers and their related parties' capital occupation in the company.
Article 11 The person in charge of the company's finance should strengthen the control of the company's financial process and monitor the transactions and capital transactions between the company and its controlling shareholders, actual controllers and their related parties.
The financial person in charge shall ensure that the company's financial independence is not affected by the controlling shareholder or actual controller. If there is any intrusion from the controlling shareholder, actual controller or their related parties to occupy, transfer funds, assets or other resources, etc. No.: SUC/GD-01 Version: B0
Instructions that take advantage of the company's interests should be clearly rejected and reported to the board of directors in a timely manner.
Article 12 During the period of continuous supervision, sponsor institutions and sponsor representatives shall focus on whether the company has funds occupied by controlling shareholders, actual controllers and their related parties, as well as major abnormalities in capital transactions and cash flow. If any abnormal situation is discovered, the company should be urged to immediately verify and disclose it, and at the same time, special on-site inspections should be conducted promptly in accordance with the provisions of the Listing Rules; if the company fails to disclose it in a timely manner, the sponsor should disclose the relevant situation in a timely manner.
Chapter 4 Accountability
Article 13 The funds occupied by the company’s controlling shareholders, actual controllers and their related parties shall, in principle, be paid off in cash. Strictly control the company's funds occupied by controlling shareholders, actual controllers and their related parties to repay with non-cash assets.
Article 14 If the controlling shareholder, actual controller and their related parties occupy or transfer the company's funds, assets or other resources and cause losses or are likely to cause losses to the company, the company's board of directors shall promptly take protective measures such as litigation and property preservation to avoid or reduce the losses, and hold the controlling shareholders, actual controllers and relevant personnel accountable.
Chapter 5 Supplementary Provisions
Article 15 Matters not covered by this system or inconsistent with laws, administrative regulations, other relevant normative documents and the Articles of Association shall be governed by the relevant national laws, administrative regulations, normative documents and the Articles of Association.
Article 16 The company’s board of directors is responsible for interpreting this system.
Article 17 This system shall take effect and be implemented from the date of review and approval by the board of directors, and the same shall apply when it is modified.
Beijing Secohid Technology Co., Ltd.
October 28, 2025