Internal reporting system for major events
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major events of Zhang Xiaoquan Inc(301055) (hereinafter referred to as “the company”), ensure the rapid transmission, collection and effective management of major events within the company, disclose information in a timely, accurate, comprehensive and complete manner, and safeguard the legitimate rights and interests of the company and investors, In accordance with relevant laws and regulations such as the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem This system is hereby formulated in accordance with the relevant provisions of the business rules and Zhang Xiaoquan Inc(301055) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 this system is applicable to the controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors, senior managers and all departments of the company, the company’s subordinate branches, wholly-owned subsidiaries, holding subsidiaries and joint-stock companies (hereinafter referred to as “subordinate companies”) and other companies in accordance with laws, administrative regulations Units and individuals who have the obligation to report when major events occur, occur or are about to occur in departmental rules and other normative documents.
Article 3 the internal reporting system of major events of the company refers to the situation or event that may have a great impact on the trading price of the company’s shares and their derivatives, including but not limited to major event information, transaction information, related party transaction information, major operation and management information and other major event information, Relevant personnel, departments and units with reporting obligations in accordance with the provisions of this system shall timely report relevant information to the board of directors and the Secretary of the board of directors of the company.
Article 4 the reporting obligor shall immediately perform the information reporting obligation to the board of directors and the Secretary of the board of directors within the first time specified in the system, and ensure that the relevant documents and materials provided are true, accurate and complete, and there is no major concealment, false statement or major misunderstanding. The information reporting obligor has the obligation of confidentiality before the information has been publicly disclosed.
The “reporting obligor” mentioned in this system includes:
(I) directors, supervisors, senior managers and heads of departments of the company;
(II) principals of wholly-owned subsidiaries, holding subsidiaries and branches of the company;
(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 Secretary of the board of directors of the company shall be responsible for the specific work of the report on major matters.
Chapter II Scope of major events
Article 6 major events refer to the events and information that may or have had a significant impact on the trading prices of listed companies’ shares and their derivatives, including important meetings, major transactions, major related party transactions, major litigation and arbitration matters, major changes, major risks, and other major events and the continuous change process of the above matters.
Article 7 major events of the company include but are not limited to the following events occurred or about to occur in the company and its subsidiaries or subsidiaries:
(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) statements, opinions and reports of independent directors of the company;
(IV) transactions to be disclosed:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
3. Provide financial assistance (including entrusted loans);
4. Providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries);
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. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
12. Other transactions recognized by Shenzhen Stock Exchange or the company.
The foregoing “transaction” in this article does not include the purchase of raw materials, fuel and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement); Selling products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement); Although the transactions specified in the preceding paragraph are carried out, they belong to the main business activities of the company.
If the company provides guarantees, waives rights, grants assets and financial assistance, it shall report in time.
If the above transactions (except the provision of guarantee, waiver of rights, gift of assets and financial assistance) of the company meet one of the following standards, it shall be reported in time:
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 assessed value, the higher one shall be taken as the calculation data;
2. 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; 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;
6. Involving the establishment or capital increase of a wholly-owned subsidiary in the foreign investment matters in point 2 of item (IV) of Article 7, the investment amount reaches 3% of the audited net assets of the company in the previous fiscal year, and the absolute amount is more than 20 million yuan. If the data involved in the above index calculation is negative, take its absolute value for calculation.
(V) related party transactions:
1. The transaction specified in Item (IV) occurs
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.
If the related party transaction (except providing guarantee and financial assistance) 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. The amount of transactions between the company and related legal persons exceeds 3 million yuan and accounts for more than 0.5% of the absolute value of the company’s latest audited net assets.
If it intends to provide guarantee for related parties, it shall be reported in a timely manner regardless of the amount.
The company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries. If it plans to provide financial assistance to other personnel other than the above-mentioned entities, it shall be reported in time.
As for the calculation rules of “transaction” and “related party transaction” in this system, the company will implement in accordance with the laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the company’s investment and financing decision management system, related party transaction management system and other relevant provisions.
(VI) litigation and arbitration matters
1. 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;
2. 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, based on the particularity of the case, believes that they may have a great impact on the company’s production and operation, the stability of control, the trading price of the company’s shares and their derivatives or investment decisions, and involve litigation in which the resolutions of the company’s general meeting of shareholders and the board of directors are applied for cancellation or declared invalid, And other circumstances deemed necessary by Shenzhen Stock Exchange.
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 of this article, the provisions of this article shall apply. Those who have fulfilled relevant obligations in accordance with the provisions of this article will not be included in the scope of cumulative calculation. The reporting obligor shall timely report the major progress of major litigation and arbitration matters and their impact on the company, including but not limited to the results of first and second instance judgments, arbitration awards and the implementation of judgments and awards.
(VII) major changes
1. If the company’s name, securities 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 in qualified media;
2. Major changes have taken place in the business policy and business scope or the company’s main business;
3. Major changes in the production mode or external conditions of suppliers or customers (including major changes in production conditions, sales conditions, etc.);
4. Changes in laws, administrative regulations, departmental rules, normative documents, policies, market environment, terms of trade and other external macro environment may have a significant impact on the company’s operation;
5. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
6. Changing accounting policies or accounting estimates;
7. Appoint and dismiss accounting firms that provide audit services for the company;
8. The board of Directors approves the issuance of new shares or other financing plans for domestic and foreign issuance;
9. 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;
10. Obtain extra income equal to large amount of government subsidies or reverse large amount of asset impairment reserves, and other events that may have a significant impact on the company’s assets, liabilities, equity or operating results;
11. The chairman, general manager, directors or more than 1 / 3 of the supervisors of the company propose to resign or change; 12. Other circumstances recognized by the CSRC, Shenzhen Stock Exchange or the company.
(VIII) major risks:
1. Major losses or losses;
2. Major debts have occurred, major debts have not been paid off or major creditor’s rights have not been paid off when they are due;
3. Liability for major breach of contract or large amount of compensation that may be borne according to law;
4. Provision for impairment of large assets;
5. The company decides to dissolve or is revoked its business license, ordered to close down or forcibly dissolved by the competent authority according to law; 6. The expected 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, pledged or scrapped, more than 30% of the assets, and the main bank accounts are frozen;
9. The company is investigated by the competent authority for suspected violation of laws and regulations, or is subject to major administrative and criminal penalties; The controlling shareholder or actual controller is suspected of violating laws and regulations, is investigated by the competent authority, takes compulsory measures, or is subject to major administrative and criminal penalties;
10. The company’s core technical team or key technical personnel who have a significant impact on the company’s core competitiveness resign or undergo major changes;
11. The core trademarks, patents, know-how, franchise rights and other important assets used by the company or the core technology licenses expire, major disputes occur, the use is restricted or other major adverse changes occur;
12. Major products, core technologies, key equipment and business models are at risk of being replaced or eliminated;
13. The R & D of important R & D projects fails, terminates, fails to obtain the approval of relevant departments, or the company waives the continuous investment or control over important core technology projects;
14. Major environmental, production and product safety accidents;
15. Receive the notice of the decision of government departments to treat, stop production, relocate and close down within a time limit;
16. Improper use of science and technology and violation of scientific ethics;
17. The directors, supervisors and senior managers of the company are investigated and taken compulsory measures by the competent authorities because they are unable to perform their duties normally, or are suspected of violating laws and regulations, or are subject to major administrative and criminal penalties;
18. Other major risks, major accidents or negative events recognized by Shenzhen Stock Exchange or the company.
If the above matters involve specific amounts, the provisions on the standards for major transactions in Item (IV) of this article shall apply. All departments and subordinate companies shall consult the Secretary of the board of directors in time for information that cannot be judged as important.
(IX) other major events:
1. Correction of performance forecast and profit forecast;
2. Profit distribution and conversion of capital reserve into share capital;
3. Abnormal fluctuation and clarification of stock trading;
4. Major issues involved in convertible corporate bonds;
5. The company’s securities issuance, repurchase, equity incentive plan, major asset restructuring and other related matters;
6. Acquisition and changes in equity of related shares;
7. Commitments of the company and its shareholders;
8. Other circumstances recognized by the CSRC, Shenzhen Stock Exchange or the company.
Article 8
The annual reports, semi annual reports, quarterly or monthly reports of all wholly-owned subsidiaries and holding subsidiaries, including operation reports, production and sales statements, balance sheets, income statements, cash flow statements, statements on providing funds and guarantees to others, shall be reported to the financial department of the company in time after preparation.
Relevant personnel and departments (including subordinate companies) who are obliged to report in accordance with the provisions of this system shall provide the Secretary of the board of directors of the company with important information by email or in writing, including but not limited to agreements or contracts and government approvals related to this information
