Jiangsu Yunyi Electric Co.Ltd(300304)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to strengthen the internal reporting of major information of Jiangsu Yunyi Electric Co.Ltd(300304) (hereinafter referred to as “the company”), ensure that the company collects major information according to law and in a timely manner, and truly, accurately and completely perform the obligation of information disclosure, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of information disclosure of listed companies This system is formulated in accordance with relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, as well as the provisions of Jiangsu Yunyi Electric Co.Ltd(300304) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the internal reporting system of the company’s major information refers to the system that 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, the units, departments and personnel who are obliged to report the relevant information to the chairman of the company, the Secretary of the board of directors or the securities department at the first time in accordance with the provisions of this system.
Article 3 the Secretary of the board of directors is responsible for organizing and implementing specific information disclosure. The Securities Affairs Department of the company is the specific executive department of the company’s information disclosure, which is responsible for the production of public information disclosure and the unified submission and disclosure procedures of all information that the company should publicly disclose.
The “internal information reporting obligor” mentioned in this system includes:
1. Directors, supervisors, senior managers and main heads of departments of the company;
2. The main principals of the company’s holding subsidiaries and branches;
3. The directors, supervisors and senior managers assigned by the company to the joint-stock company;
4. Controlling shareholders and actual controllers of the company;
5. Shareholders holding more than 5% of the company’s shares;
6. Other relevant personnel who may have access to important information.
Article 4 the company’s internal information reporting obligor referred to in Article 3 of the system may designate a person familiar with relevant businesses and regulations as the information reporting contact person, be responsible for the collection and sorting of the company’s major information and the liaison with the Secretary of the board of directors or the Securities Department of the company, and submit the collected information to the chairman of the board of directors, the Secretary of the board of directors or the securities department after being signed by the first responsible person. The information report contact person shall report to the Securities Department of the company for filing.
Article 5 the internal information reporting obligors of the company shall formulate corresponding internal information reporting system according to the actual situation of their units or departments, so as to ensure that they can understand and master relevant information in time.
Article 6 the relevant personnel with the obligation of material information reporting shall report the information in a timely, true, accurate and complete manner without false, misleading statements or major omissions.
Article 7 the directors, supervisors and senior managers of the company and those who know the information to be disclosed by the company due to working relationship shall have the obligation of confidentiality before such information is publicly disclosed.
Article 8 the Secretary of the board of directors of the company shall, according to the actual situation of the company, regularly or irregularly provide training on corporate governance and information disclosure to the personnel with major information reporting obligations of the company, so as to ensure the timeliness and accuracy of major information within the company.
Chapter II Scope of major information
Article 9 when the following situations occur, occur or are about to occur in the company, its subsidiaries, subsidiaries and branches, the personnel responsible for reporting shall report the relevant information to the chairman of the company or the Secretary of the board of directors in a timely, true, accurate and complete manner without false, misleading statements or major omissions:
(I) matters to be submitted to the board of directors and the board of supervisors of the company for deliberation; Matters on which each subsidiary holds the board of directors, the board of supervisors, the shareholders’ meeting and the shareholders’ general meeting (including the notice of changing the holding date) and makes resolutions;
(II) the following major transactions have occurred or are planned to occur in each department or subsidiary of the company, including 1 Purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily production and operation, but those involved in the purchase and sale of such assets in asset replacement are still included in the report);
2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
3. Provide financial assistance (including entrusted loans);
(4) provide counter guarantee;
5. Leased in or leased out assets;
6. Entrusted or entrusted management of assets and businesses;
7. Donated or donated assets;
8. Reorganization of creditor’s rights or debts;
9. Transfer or transfer of R & D projects;
10. Sign the license agreement;
11. Transfer or transfer of research and development projects;
12. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
13. Other transactions recognized by Shenzhen Stock Exchange.
When the above transactions meet one of the following standards, the reporting obligor 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 evaluated 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 related net profit of 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 indicators is negative, the absolute value shall be taken for calculation.
If the transaction of “providing guarantee” is about to occur, regardless of the amount, it shall be reported in advance in accordance with the provisions of this system, the articles of association and relevant systems.
(III) related party transactions (refer to the transfer of resources or obligations between the company or its holding subsidiaries and its related parties)
1. The transactions specified in Item (II) above;
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 with related parties;
7. Other matters that may lead to the transfer of resources or obligations through agreement;
If the related party transaction meets one of the following standards, it shall be reported in time:
1. Related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons;
2. Related party transactions between the company 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.
(IV) major litigation and Arbitration
1. If the amount involved in major litigation and arbitration matters of the company accounts for more than 10% of the absolute value of the latest audited net assets of the company, and the absolute amount exceeds 10 million yuan, it shall be disclosed in time.
For litigation and arbitration matters that fail to meet the standards of the preceding paragraph or do not have a specific amount involved, the board of Directors considers that they may have a great impact on the trading price of the company’s shares and their derivatives based on the particularity of the case, or Shenzhen Stock Exchange deems it necessary, and the litigation involving the application for cancellation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the company, The company shall also disclose in time.
2. The provisions of this article shall apply if the cumulative amount involved in litigation and arbitration matters within 12 consecutive months reaches the standards mentioned in the preceding paragraph; Where relevant obligations have been performed in accordance with the provisions of this article, they shall not be included in the scope of cumulative calculation. (V) other major events
1. Information related to the company’s performance, profit and other matters, such as financial performance, profit forecast, profit distribution and conversion of reserve fund into share capital;
2. Information related to the company’s acquisition, merger, reorganization, major investment, external guarantee and other matters;
3. Information related to the company’s securities issuance, repurchase, equity incentive plan and other matters;
4. Information related to the company’s business matters, such as the research and development or approved production of new products, the approval of new inventions and new patents by the government, the changes of major suppliers or customers, the signing of major contracts, market turmoil in countries or regions with major business or transactions with the company, and changes in raw material prices, exchange rates, interest rates and other changes that may have a significant impact on the company;
5. Information related to major litigation and arbitration matters of the company;
6. Change the investment project of raised funds;
7. Revision of performance forecast and profit forecast;
8. Profit distribution and conversion of capital reserve into share capital;
9. Abnormal fluctuation and clarification of stock trading;
10. Major issues involved in convertible corporate bonds.
11. Other events and transactions that should be disclosed as stipulated in relevant laws, regulations and the Shenzhen Stock Exchange GEM Listing Rules.
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(VI) major risks
1. Suffer heavy losses, with a single loss of more than 500000 yuan;
2. The amount of outstanding major debts or major creditor’s rights is more than 500000 yuan;
3. May be liable for major breach of contract or large amount of compensation according to law, with an amount of more than 500000 yuan;
4. Provision for impairment of large assets;
5. The company decides to dissolve or is ordered to close down by the competent authority 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 creditor’s rights;
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 for suspected violation of laws and regulations, or subject to major administrative and criminal penalties; 11. The directors, supervisors and senior managers of the company are investigated or taken compulsory measures by the competent authorities due to suspected violations of laws and regulations and are unable to perform their duties;
12. Other major risks identified by the 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. Major changes in business policy and business scope;
3. Change accounting policies or accounting estimates;
4. The board of Directors approves the issuance of new shares or other refinancing schemes;
5. The Shenzhen Stock Exchange and the issuance examination committee of the CSRC put forward corresponding examination opinions on the company’s application for issuing new shares or other refinancing;
6. 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;
7. More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, custody or trust;
8. The chairman, general manager, directors (including independent directors), or more than one-third of the supervisors of the company propose to resign or change;
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9. Major changes in production and operation, external conditions or production environment (including the change range of product price and raw material procurement of more than 5% for two consecutive months);
10. Enter into important contracts related to production and operation, which may have a significant impact on the operation of the company;
11. Newly promulgated laws, regulations, rules and policies may have a significant impact on the company’s operation;
12. Appoint or dismiss an accounting firm to audit the company;
13. Obtain extra income such as large government subsidies, reverse the provision for impairment of large assets or other events that may have a significant impact on the company’s assets, liabilities, equity or operating results;
14. Research and development or approved production of new products;
15. New inventions and patents have been approved by the government;
16. Other circumstances recognized by Shenzhen Stock Exchange or the company.
(VIII) environmental information matters
1. Newly published environmental laws, regulations, rules and industrial policies may have a great impact on the company; 2. The company is investigated by the environmental protection department for environmental violations, or subject to criminal punishment and major administrative punishment; 3. The company has major investment activities such as new, reconstruction and expansion of construction projects with significant environmental impact;
4. Due to environmental protection reasons, the company has been decided by the relevant people’s government or relevant departments to set a time limit; 5. Treatment or shutdown, relocation or closure;
6. The company is sealed up, seized, frozen, mortgaged or pledged due to major litigation or major current assets due to environmental problems.
(IX) if the company’s subsidiaries, subsidiaries and branches are involved in the reporting matters specified in paragraphs (I) to (VII) above, if there are special provisions in the company’s subsidiary management system, they shall be implemented in accordance with their special provisions. Article 10 if the shareholding or actual controller holding more than 5% of the company’s shares or controlling the company has changed or intends to change greatly, he shall timely report the information to the chairman of the board of directors or the Secretary of the board of directors after reaching an intention on the matter, and continue to report the process of change. If the court decides to prohibit the controlling shareholders of the company from transferring their shares of the company, the controlling shareholders of the company shall timely report the information to the chairman of the company and the Secretary of the board of directors after receiving the court’s ruling.
Article 11 when a shareholder holding more than 5% of the company’s shares is pledged, frozen, judicial auction, custody or trust, the shareholder shall timely report the relevant information to the chairman of the company and the Secretary of the board of directors.
Article 12 relevant personnel who are obliged to report in accordance with the provisions of this system shall provide the chairman and the Secretary of the board of directors with important information in writing, including but not limited to the letter
