Xinlun New Materials Co.Ltd(002341)
Internal reporting system of major information
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to strengthen the internal reporting of major information of Xinlun New Materials Co.Ltd(002341) (hereinafter referred to as “the company”), ensure the rapid transmission, collection and effective management of major information within the company, standardize information disclosure, ensure the fairness of information disclosure, disclose information in a timely, true, accurate and complete manner, and safeguard the legitimate rights and interests of investors, According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China This system is formulated in accordance with the administrative measures for information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other laws and regulations, as well as the provisions of the Xinlun New Materials Co.Ltd(002341) articles of Association (hereinafter referred to as the “articles of Association”) and the Xinlun New Materials Co.Ltd(002341) information disclosure management system.
Article 2 the internal report of the company’s material information refers to the units, departments and personnel who have the obligation to report in accordance with the provisions of this system when there is, occurs or is about to occur a situation or event that may have a great impact on the trading price of the company’s shares and their derivatives, or may affect the investment orientation of public investors, Relevant information shall be reported to the chairman and the Secretary of the board of directors at the first time.
Article 3 this system is applicable to the directors, supervisors, senior managers, departments, holding subsidiaries and joint-stock companies of the company.
Shareholders, actual controllers and other relevant information disclosure obligors of the company shall timely report the relevant information to the chairman of the company, the management and the Secretary of the board of directors in case of any situation specified in this system.
Article 4 major information reporting obligors include:
(I) directors, supervisors, senior managers and heads of departments of the company;
(II) persons in charge of the company’s holding subsidiaries and participating subsidiaries;
(III) the directors, supervisors and senior managers dispatched by the company to the joint-stock company;
(IV) controlling shareholders and actual controllers of the company;
(V) other shareholders holding more than 5% of the company’s shares;
(VI) all departments of the company and other persons who may know about major events of the company.
Article 5 the duties of a major information reporting obligor include:
(I) be responsible for and urge relevant staff to collect and sort out major information; (II) organize the preparation of internal reports on major information and submit reports; (III) review the authenticity, accuracy and completeness of the report; (IV) timely learn and understand the relevant provisions of laws, regulations and rules on major information; (V) be responsible for the confidentiality work related to the internal report of the company’s major information.
Article 6 the company’s directors, supervisors, senior managers, Secretary of the board of directors, securities affairs representatives and those who know the information that the company should disclose due to working relationship shall have the obligation of confidentiality before such information is publicly disclosed, and shall control the insiders of the information to the minimum, and shall not disclose the company’s insider information to anyone, It is not allowed to conduct insider trading or cooperate with others to manipulate the trading prices of securities and their derivatives.
Article 7 the board of directors of the company is the management organization of the company’s major information. The office of the board of directors of the company is the permanent comprehensive office of the board of directors, and the person in charge is the Secretary of the board of directors.
Article 8 the office of the board of directors of the company shall, according to the actual situation of the company, regularly or irregularly carry out communication and training on corporate governance and information disclosure for relevant personnel with major information reporting obligations to the company, so as to ensure the timeliness and accuracy of major information reporting within the company.
Chapter II Scope of major information report
Article 9 major information of the company includes but is not limited to the following contents and their continuous change process:
(I) matters to be submitted to the board of directors for deliberation, including (but not limited to):
1. The company’s business plan and investment plan;
2. The company’s annual financial budget plan and final settlement plan;
3. The company’s profit distribution plan and loss recovery plan;
4. Increase or decrease of registered capital, issuance of bonds or other securities and listing plan of the company;
5. Plans for the company’s major acquisition, acquisition of the company’s shares or merger, division, dissolution and change of company form;
6. The company’s external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters;
7. Establishment of the company’s internal management organization;
8. Appoint or dismiss the president and Secretary of the board of directors of the company; According to the nomination of the president, appoint or dismiss the company’s vice president, chief financial officer and other senior managers, and decide on their remuneration, rewards and punishments;
9. The company’s basic management system and its modification plan;
10. Amendment plan of the articles of Association;
11. Employ or replace the accounting firm audited by the company;
12. Regular reports of the company.
(II) matters to be submitted to the board of supervisors for deliberation, including (but not limited to):
1. Regular reports of the company;
2. The company’s annual financial budget plan and final settlement plan;
3. The company’s profit distribution plan and loss recovery plan.
(III) major events in business activities
1. Major changes have taken place or will take place in the business policy or business scope;
2. Major changes in production and operation, external conditions or production environment (including major changes in product prices, raw material procurement, sales methods, etc.);
3. Major changes have taken place or will take place in the company’s main business;
4. Enter into important contracts that may have a significant impact on the company’s assets, liabilities, equity and operating results;
5. The company obtains large government subsidies or tax incentives and other additional income that may have a significant impact on the company’s assets, liabilities, equity or operating results;
6. Major operating or non operating losses;
7. There is a big difference between the performance forecast or performance express and the profit and the actual performance;
8. Major equipment, safety and other accidents that have major consequences for business or environment;
9. Significant changes in the company’s net profit or main business profit;
10. Profit distribution and conversion of reserve fund into share capital;
11. Research and development of new products or approved production;
12. New inventions and patents have been approved by the government;
13. The newly announced laws, regulations, rules and industrial policies may have a significant impact on the company.
(IV) major events of general transactions
1. Purchase or sale of assets (excluding the purchase of raw materials, fuel and power, sales of products and other assets related to daily operation, but should be included if the purchase and sale of such assets are involved in asset replacement);
2. Foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.);
3. Provide financial assistance;
4. Provide guarantee;
5. Leased in or leased out assets;
6. Sign management contracts (including entrusted operation, entrusted operation, etc.);
7. Donated or donated assets;
8. Reorganization of creditor’s rights or debts;
9. Transfer of research and development projects;
10. Sign the license agreement;
11. Other transactions recognized by the stock exchange.
The reporting standard for the above major events of general transactions is: when the above transaction occurs in Item 4, it shall be reported regardless of the amount; When the transaction of other events meets one of the following standards, it shall perform the reporting obligation:
(1) The total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
(2) The main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(3) The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
(4) The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(5) The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation. When the company and the same trading party have two transactions in opposite directions at the same time (except for foreign investment, providing financial assistance and providing guarantee), the higher of the transaction indicators in one direction shall be taken as the calculation standard.
Similar transactions related to the subject matter of transactions that occur within 12 months shall be applied in accordance with the principle of cumulative calculation. Those who have fulfilled their reporting obligations in accordance with the provisions will not be included in the relevant cumulative calculation scope.
(V) major related party transactions
1. Transactions specified in Item 4 of this article;
2. Purchase of raw materials, fuel and power;
3. Selling products and commodities;
4. Providing or receiving labor services;
5. Entrusted or entrusted sales;
6. Joint investment by related parties;
7. Other matters that may cause the transfer of resources or obligations through agreement.
The reporting standards for the above related party transactions are:
(1) Related party transactions with a transaction amount of more than 300000 yuan between the company and its holding subsidiaries and related natural persons; (2) Related party transactions between the company and its holding subsidiaries and related legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets;
(3) When the company and its holding subsidiaries provide financial assistance, guarantee, entrusted financial management and other related transactions to related parties, regardless of the amount, the reporting obligor shall perform the reporting obligation in time;
(4) The provisions of paragraphs (1) and (2) of this article shall apply to the transactions with the same connected person and the transactions with different connected persons related to the same transaction object that have occurred within 12 consecutive months. The same related person includes other related persons who are controlled by the same subject or have equity control relationship with the related person.
Those who have fulfilled relevant obligations in accordance with paragraphs (1) and (2) of this article will not be included in the relevant cumulative calculation scope.
(VI) major risks
1. Major losses or losses, with a single loss of more than 1 million yuan;
2. There are major debts, outstanding major debts or major creditor’s rights that have not been paid off at maturity, with an amount of more than 1 million yuan;
3. May be liable for major breach of contract or large amount of compensation according to law, with an amount of more than 1 million yuan;
4. Provision for impairment of large assets;
5. The company decides to dissolve or is forcibly dissolved according to law;
6. The company is expected to be insolvent (generally means that the net assets are negative);
7. The main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding debts;
8. The main assets are sealed up, seized, frozen or mortgaged or pledged;
9. Major or all businesses come to a standstill;
10. The company is investigated by the competent authority or subject to major administrative and criminal penalties due to suspected violations of laws and regulations; 11. The directors, supervisors and senior managers of the company are unable to perform their duties or are investigated or taken compulsory measures by the competent authorities due to suspected violations of law and discipline;
12. Other major risks identified by Shenzhen Stock Exchange or the company.
(VII) major changes
1. Change the company name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number;
2. Actively change accounting policies or accounting estimates;
3. Significant changes in the company’s management;
4. Shareholders or actual controllers who hold more than 5% of the company’s shares have changed greatly in their holding of shares or controlling the company;
5. The chairman, President, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
6. Appoint or dismiss an accounting firm to audit the company;
7. Significant changes have taken place in the investment direction of raised funds.
(VIII) other major matters
1. The issuance Review Committee of the CSRC (including the review committee of mergers and acquisitions of listed companies) puts forward corresponding review opinions on the company’s issuance of new shares or other refinancing applications and major asset restructuring;
2. Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the information disclosed in the previous period;
3. Litigation and Arbitration (if the amount involved accounts for more than 10% of the absolute value of the company’s latest audited net assets and the absolute amount exceeds 10 million yuan, or it is considered that it may have a great impact on the trading price of the company’s shares and their derivatives based on the particularity of the case, it shall be reported in time and calculated cumulatively for 12 consecutive months);
4. Decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company; Or enter bankruptcy proceedings according to law and be ordered to close down;
5. The actual controller of the company and other enterprises controlled by the company have great changes in the same or similar business as the company;
6. The court ruled that the controlling shareholder is prohibited from transferring its shares, and more than 5% of the shares of the company held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law, or there is a risk of compulsory transfer of ownership;
7. Information related to the company’s capital operation matters, such as the company’s securities issuance, bond issuance, fund-raising, repurchase, equity incentive, employee stock ownership, proposed asset securitization, acquisition and merger, reorganization, and reorganization
