Chapter 1 General Principles
Article 1
To strengthen the internal control of Shanghai Metersbonwe Fashion & Accessories Co., Ltd. (hereinafter referred to as "the Company"), promote standardized operations and healthy development, and protect the legitimate rights and interests of investors, this system is 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 the Shenzhen Stock Exchange (hereinafter referred to as "the Listing Rules"), and other relevant laws, administrative regulations, departmental rules, and the Articles of Association of Shanghai Metersbonwe Fashion & Accessories Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
The purpose of the Company's internal control system is to:
- Comply with national laws, regulations, rules, and other relevant provisions;
- Improve the efficiency and effectiveness of the Company's operations, enhance quality, and increase returns to shareholders;
- Ensure the safety and integrity of the Company's assets;
- Ensure that the Company's information disclosure is true, accurate, complete, and fair.
Article 3
Internal control should adhere to the following basic principles:
- Principle of comprehensiveness: Internal control should cover the entire process of decision-making, execution, and supervision, encompassing various business activities and matters of the enterprise;
- Principle of materiality: Internal control should focus on significant business matters and high-risk areas based on comprehensive control;
- Principle of checks and balances: Internal control should mutually restrict and supervise governance structures, organizational setups, and the distribution of responsibilities and powers, while considering operational efficiency;
- Principle of adaptability: Internal control should be adapted to the scale of the enterprise, business scope, competitive conditions, and risk levels, and should be adjusted in a timely manner as circumstances change;
- Principle of cost-effectiveness: Internal control should weigh the implementation costs against expected benefits, achieving effective control at appropriate costs under manageable risks, while focusing on improving operational and management efficiency.
Chapter 2 Content of Internal Control
Article 4
The Company should improve its internal control system to ensure the legal operation and scientific decision-making of the board of directors and its specialized committees, as well as the shareholders' meeting. It should establish effective incentive and constraint mechanisms, cultivate risk prevention awareness, foster a good corporate spirit and internal control culture, and create an environment where all employees fully understand and fulfill their responsibilities. The Company should establish and improve a seal management system, clarify the responsibilities for seal custody and usage approval, and designate specific personnel to manage the seal and register its usage.
Article 5
The Company should clearly define the objectives, responsibilities, and powers of each department and position, establish corresponding authorization, inspection, and accountability systems, ensuring that functions are performed within authorized limits. It should continuously improve the control structure and formulate control procedures between different levels to ensure that directives issued by the board of directors and senior management are strictly and diligently executed.
Article 6
The Company's internal control activities should cover all business links related to financial reporting and information disclosure in its operational activities, including sales and collections, procurement and payments, inventory management, fixed asset management, fund management, investment and financing management, human resource management, information system management, and information disclosure management.
Article 7
The Company should focus on strengthening management control over its holding subsidiaries, enhancing control over related party transactions, external guarantees, the use of raised funds, significant investments, and information disclosure activities, and establish corresponding control policies and procedures in accordance with this system and relevant regulations.