Yingtong Telecommunication Co.Ltd(002861)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to standardize the major information management of Yingtong Telecommunication Co.Ltd(002861) (hereinafter referred to as “the company”), timely, accurate, comprehensive, complete and fair disclosure of information, 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 administrative measures for information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the Yingtong Telecommunication Co.Ltd(002861) 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 that the relevant personnel and the company who have the reporting obligation according to the system shall timely report the relevant information to the chairman and the Secretary of the board of directors. The Secretary of the board of directors shall analyze and judge the reported major information. If it is necessary to perform the obligation of information disclosure according to the regulations, the Secretary of the board of directors shall timely report to the board of directors, The system of requesting the board of directors to perform corresponding procedures and disclose to the public.
Article 3 this system is applicable to the company, branches, subsidiaries and joint-stock companies. The “reporting obligor” mentioned in this system includes:
(I) directors, supervisors, senior managers and heads of departments of the company;
(II) directors, supervisors and senior managers of the company’s subsidiaries;
(III) directors, supervisors, senior managers and relevant principals of the company’s branches;
(IV) the directors, supervisors and senior managers dispatched by the company to the joint-stock company;
(V) controlling shareholders, actual controllers, other shareholders who individually or jointly hold more than 5% of the company’s shares and persons acting in concert;
(VI) other relevant personnel who may have access to major information and the company’s personnel and departments responsible for information disclosure.
Article 4 the Secretary of the board of directors of the company is responsible for the external disclosure of major information of the company. The office of the board of directors of the company is the daily management department of the company’s information disclosure, which is led by the Secretary of the board of directors to carry out relevant external disclosure. When the Secretary of the board of directors needs to know the situation and progress of major matters, relevant departments (including wholly-owned subsidiaries, holding subsidiaries and joint-stock companies) and personnel shall actively cooperate and assist, reply in a timely, accurate and complete manner, and provide relevant materials as required.
Article 5 before information disclosure, the company and its directors, supervisors, senior managers, reporting obligors and other insiders shall keep the insiders of the information to a minimum, and shall not disclose undisclosed material information, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Article 6 the Secretary of the board of directors of the company shall, according to the actual situation of the company, regularly or irregularly communicate or train the reporting obligatory personnel in terms of corporate governance and information disclosure, so as to ensure the timeliness and accuracy of the internal major information report of the company.
Chapter II coverage of major information
Article 7 material information refers to the information that may or has had a great impact on the trading price of listed companies’ shares and their derivatives, including but not limited to the following events that have occurred, occurred or will occur in the company, holding subsidiaries and participating companies, as well as the continuous progress of these events:
(I) matters to be submitted to the board of directors and the board of supervisors of the company for deliberation;
(II) each subsidiary shall convene the board of directors, board of supervisors and shareholders’ meeting (general meeting of shareholders) and make resolutions; (III) major transactions that meet one of the following standards:
1. The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
2. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
3. 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;
4. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
5. 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.
6. The net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
If the amount involved in the above indicators is negative, its absolute value shall be taken for calculation. When calculating the transaction amount, it shall be accumulated within 12 consecutive months according to the type of transaction.
Transactions in this paragraph refer to the following events that occur in addition to the daily business activities of the listed company: purchase of assets; Sale of assets; Foreign investment (including entrusted financial management, investment in subsidiaries, etc.); Provide financial assistance (including entrusted loans); Provide guarantee (including guarantee for holding subsidiaries); Leased in or leased out assets; Entrusted or entrusted management of assets and businesses; Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer or transfer of R & D projects; Sign the license agreement; Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.) and other transactions recognized by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
(IV) the company signs contracts related to daily transactions and meets one of the following standards:
1. Involving the purchase of raw materials, fuel and power and the acceptance of labor services, the contract amount accounts for more than 50% of the company’s latest audited total assets, and the absolute amount exceeds 500 million yuan;
2. For the sale of products, commodities, project contracting and provision of labor services, the contract amount accounts for more than 50% of the company’s main business income in the latest fiscal year, and the absolute amount exceeds 500 million yuan;
3. Other contracts that the company or Shenzhen Stock Exchange believes may have a significant impact on the company’s financial status and operating results.
(V) related party transactions that meet one of the following standards:
1. Transactions between the company and related natural persons with a transaction amount of more than 300000 yuan;
2. Transactions between the company and affiliated legal persons (or other organizations) 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. The guarantee provided by the company for related parties, regardless of the amount.
4. Transactions between the company and related parties (excluding cash assets and guarantees provided by the listed company) with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the latest audited net assets of the listed company;
5. For the following connected transactions that have occurred within 12 consecutive months, the provisions of points 1, 2 and 4 of item (V) of this article shall apply in accordance with the principle of cumulative calculation:
(1) Transactions with the same related party;
(2) Transactions with different related parties and the same transaction object.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person.
If the relevant obligations have been fulfilled in accordance with the provisions of points 1, 2 and 4 of item (V), they will not be included in the relevant cumulative calculation scope.
Related party transactions include the transactions specified in Item (III) above, as well as the purchase of raw materials, fuels and power; Selling products and commodities; Providing or receiving labor services; Entrusted sales or entrusted sales; Deposit and loan business; Joint investment with related parties; Other matters that may cause the transfer of resources or obligations through agreement.
(VI) external guarantee, securities investment, derivatives trading, financial assistance to companies outside the scope of the company’s consolidated statements, and investment cooperation with professional investment institutions;
(VII) other major events:
1. Major litigation and arbitration matters:
(1) Litigation and arbitration matters involving more than 10 million yuan and accounting for more than 10% of the absolute value of the company’s latest audited net assets;
(2) Litigation involving the application for revocation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the company; (3) Representative litigation for securities disputes;
(4) The major litigation and arbitration matters of the company shall adopt the principle of cumulative calculation for 12 consecutive months. If the cumulative calculation meets the standards mentioned in the preceding paragraph, the provisions of this article shall apply;
If the disclosure obligation has been fulfilled in accordance with the above provisions, it will not be included in the cumulative calculation scope.
(5) The litigation and arbitration matters that fail to meet the above standards or have no specific amount involved may have a great impact on the trading price of the company’s shares and their derivatives.
2. Change the investment project of raised funds;
3. Performance forecast, performance express, profit forecast and revision;
4. Profit distribution and conversion of capital reserve into share capital;
5. Clarification of abnormal fluctuations and rumors in stock trading;
6. Repurchase of shares;
7. Major issues involved in convertible corporate bonds;
8. Acquisition and changes in equity of related shares;
9. Equity incentive and employee stock ownership plan;
10. Bankruptcy events such as reorganization, reconciliation, liquidation and pre reorganization of the company;
11. Changes in accounting policies, accounting estimates and asset impairment;
12. Merger, division and spin off;
13. Performance of social responsibility:
(1) Major environmental, production and product safety accidents;
(2) Receive the decision or notice of relevant departments to rectify major violations, shutdown, relocation and closure; (3) Improper use of science and technology or violation of scientific ethics;
(4) Other major accidents or matters with negative impact due to improper performance of social responsibility.
14. Other matters stipulated in the Listing Rules of Shenzhen Stock Exchange:
(1) If the company’s name, stock abbreviation, articles of association, registered capital, registered address, office address and contact telephone number are changed, the new articles of association shall also be disclosed on the website designated by Shenzhen Stock Exchange;
(2) Major changes in business policies and business scope;
(3) According to the relevant provisions of the CSRC on industry classification, the industry classification of listed companies has changed;
(4) The board of directors approved domestic and foreign financing plans such as issuing new shares, convertible corporate bonds, preferred shares and corporate bonds;
(5) The company has received corresponding review opinions on the issuance of new shares or other domestic and foreign issuance financing applications and major asset restructuring;
(6) Major changes in production and operation, external conditions or production environment (including major changes in industrial policies, product prices, raw material procurement, sales methods, etc.);
(7) The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
(8) The actual controller of the company or the shareholders holding more than 5% of the shares of the company have or intend to have major changes in the shareholding or control of the company;
(9) The court ruled to prohibit the controlling shareholder from transferring its shares;
(10) The directors, more than one-third of the supervisors, the general manager or the person in charge of finance of the company have changed; (11) More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicially marked, judicially auctioned, trusteeship, trust established or voting rights are restricted according to law, or there is a risk of compulsory transfer of ownership;
(12) Obtaining additional income may have a significant impact on the assets, liabilities, equity or operating results of the listed company;
(13) Other circumstances recognized by Shenzhen Stock Exchange or the company.
All departments and subsidiaries shall consult the Securities Department of the company in time for information that cannot be judged as important. Article 8 if the controlling shareholder or actual controller of the company changes or intends to change, the controlling shareholder of the company shall timely report the information to the chairman of the company and 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. Chapter III internal reporting procedures for major information
Article 9 the company implements the real-time reporting system for major information. When the situations described in Chapter II of this system occur, occur or are about to occur in all departments, subordinate branches, holding subsidiaries and joint-stock companies of the company, the internal information reporting obligor shall inform the Secretary of the board of directors of the company of the relevant information to ensure that there are no false, seriously misleading statements or major omissions in a timely, true, accurate and complete manner.
Article 10 the reporting obligor shall timely report to the chairman and general manager of the company in written form, telephone form, E-mail form and oral form, and inform the Secretary of the board of directors at the same time. When the Secretary of the board of directors deems it necessary, the reporting obligor shall provide written reports and relevant materials, including but not limited to agreements or contracts, government approvals, laws, regulations, court decisions and briefings related to such information.
During non working hours, the reporting obligor shall notify the Secretary of the board of directors or the securities affairs representative of the company by telephone. Article 11 the transmission of internal reports of major information shall follow the following procedures:
(I) when the reporting obligor learns of major information, it shall immediately report to the chairman and general manager of the company, and submit relevant materials to the Secretary of the board of directors of the company for review and evaluation; The reporting obligor shall be responsible for the authenticity, accuracy and completeness of the submitted materials;
(II) the Secretary of the board of directors shall immediately organize the office of the board of directors to draft the information disclosure document and submit it to the chairman (or the general manager authorized by the chairman) for approval if he considers it necessary to perform the information disclosure obligation as soon as possible according to the relevant provisions; Major matters that need to be submitted to the board of directors and the board of supervisors for approval shall be submitted to the board of directors and the board of supervisors for approval as soon as possible;
(III) the Secretary of the board of directors shall submit relevant information disclosure documents to Shenzhen stock exchange for review, and publicly disclose them on designated media after passing the review.
Article 12 the reporting obligor shall timely report to the chairman of the board of directors and the Secretary of the board of directors of the company any major information that may occur within the scope of responsibility of the department or the company after the major event first touches any of the following time points:
(I) when the board of directors and the board of supervisors make a resolution;
(II) when signing the letter of intent or agreement (whether with or without conditions or time limit);
(III) when the company (including any director, supervisor or senior manager) is aware of the occurrence of major events; (IV) other circumstances in which major events occur.
Article 13 if the disclosed matters change and may have a great impact on the trading price of the company’s shares and their derivatives, the reporting obligor shall timely report the progress or changes of major matters within the scope of the Department (the company) to the chairman, general manager and Secretary of the board of directors of the company.
