Jiangxi Sanxin Medtec Co.Ltd(300453)
Internal reporting system of major information (March 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of the internal reporting of major information of Jiangxi Sanxin Medtec Co.Ltd(300453) (hereinafter referred to as “the company”) and ensure the timely and fair disclosure of all information that may have a great impact on the trading price of the company’s shares and their derivatives, according to the administrative measures for information disclosure of listed companies issued by the CSRC This system is formulated in combination with the actual situation of the company in accordance with the relevant provisions of laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on the gem, and the Jiangxi Sanxin Medtec Co.Ltd(300453) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the company (excluding wholly-owned, holding and participating subsidiaries).
Chapter II General Provisions
Article 3 the internal reporting system of the company’s major information refers to the system that when circumstances or events that may have a great impact on the trading price or investment decision of the company’s shares and their derivatives occur, the relevant personnel of each department and branch of the company who are obliged to report in accordance with the relevant provisions of this system shall timely report the relevant information to the board of directors and the Secretary of the board of directors of the company.
Article 4 the Secretary of the board of directors of the company is responsible for the external information disclosure of the company, including the regular reports and interim reports that the company should disclose.
Article 5 the general manager, heads of departments and branches of the company shall be the first responsible person for internal information reporting, and shall timely report to the board of directors and the Secretary of the board of directors the obligation of knowing major information within their terms of reference. Their responsibilities include: 1. Be responsible for and urge relevant staff to collect and sort out major information;
2、 Organize the preparation of internal reports on major information and submit reports;
3、 Review the authenticity, accuracy and completeness of the report;
4、 Timely learn and understand the relevant provisions of laws, regulations and rules on major information;
All departments and branches of the company may designate personnel familiar with relevant businesses and regulations as the contact person for internal information reporting of securities affairs, which shall be reported to the Secretary of the board of directors for approval.
Article 6 the controlling shareholders of the company and the shareholders holding more than 5% of the shares of the company shall timely report the relevant information to the board of directors and the Secretary of the board of directors in case of any situation specified in Chapter III of this system.
Article 7 before information disclosure, the relevant personnel and other insiders who are obliged to report in accordance with the provisions of this system shall keep the insiders of the information to a minimum, and shall not disclose the company’s insider information, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Chapter III Scope of major events
Article 8 when the following situations occur or are about to occur in the company, relevant personnel with reporting obligations shall report relevant information to the board of directors and the Secretary of the board of directors in a timely, accurate, true and complete manner. Specifically include:
1、 Matters to be submitted to the board of directors and the board of supervisors of the company for deliberation;
2、 The company has or intends to have the following major transactions, including:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
(III) providing financial assistance (including entrusted loans);
(IV) providing guarantee (refers to the guarantee provided by the listed company for others, including the guarantee for the holding subsidiary);
(V) assets leased in or leased out;
(VI) sign management contracts (including entrusted operation, entrusted operation, etc.);
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer of research and development projects;
(x) 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.
Unless otherwise specified in the provision of guarantee, entrusted financial management and other matters, when the company conducts transactions of the same category and related to the subject matter specified in paragraph 2 of Article 8 of Chapter III, it shall timely report relevant information in accordance with the principle of cumulative calculation for 12 consecutive months.
The following activities of the company do not belong to the matters specified in the preceding paragraph:
(I) purchase of raw materials, fuels and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(II) selling products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(III) although the transactions specified in the preceding paragraph are carried out, they are the main business activities of the company.
If the relevant transaction meets one of the following standards, it shall be reported in time:
(I) 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;
(II) 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;
(III) 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;
(IV) 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;
(V) 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.
3、 Related party transactions of the company or its subsidiaries, including but not limited to:
(I) the transactions specified in paragraph (II) of Article 8 above;
(II) purchase of raw materials, fuel and power;
(III) selling products and commodities;
(IV) providing or receiving labor services;
(V) entrusted or entrusted sales;
(VI) joint investment with related parties;
(VII) other matters that may cause the transfer of resources or obligations through agreement.
4、 Other major events:
(I) risk matters;
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. May be liable for major breach of contract or large amount of compensation 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 for business use are sealed up, seized, frozen or mortgaged, pledged or scrapped, exceeding 30% of the assets;
9. The company is investigated by the competent authority or subject to major administrative and criminal penalties for suspected violations of laws and regulations, and the controlling shareholder and actual controller are investigated, taken compulsory measures or subject to major administrative and criminal penalties by the competent authority for suspected violations of laws and regulations;
10. The directors, supervisors and senior managers of the company are unable to perform their duties normally, or are investigated and taken compulsory measures by the competent authorities due to suspected violations of laws and regulations, or are subject to major administrative penalties;
11. The core trademarks, patents, know-how, franchise rights and other important assets or technology licenses being used by the company expire, there are major disputes, restricted application or major adverse changes;
12. 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;
13. The company’s main products, core technologies, key equipment and business model are at risk of being replaced or eliminated;
14. 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;
15. Major environmental, production and product safety accidents;
16. Receive the notice of the decision of government departments to treat, stop production, relocate and close down within a time limit;
17. Improper use of science and technology and violation of scientific ethics;
18. Other major risks, major accidents or negative events recognized by Shenzhen Stock Exchange or the company.
Where the above matters involve specific amounts, the provisions of paragraph 2 of Article 8 above shall apply mutatis mutandis.
1. Major issues involved in convertible corporate bonds;
2. Equity incentive;
3. Major asset reorganization;
4. Other circumstances recognized by Shenzhen Stock Exchange or the company.
5、 It shall timely report litigation and arbitration matters;
(I) major litigation and arbitration matters in which 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;
(II) the resolution of the general meeting of shareholders or the board of directors is applied for cancellation or declared invalid;
(III) it 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;
(IV) other circumstances deemed necessary by Shenzhen Stock Exchange.
The principle of cumulative calculation for 12 consecutive months shall be adopted for major litigation and arbitration matters of the company. If the cumulative calculation meets the standards of the preceding paragraph, the provisions of the preceding paragraph shall apply.
It shall timely report the major progress of major litigation and arbitration matters, including but not limited to the results of first and second instance judgments, arbitral awards and the implementation of judgments and awards.
6、 Major contracts for daily operation:
The company shall sign major contracts related to daily business activities such as procurement, sales, project contracting or provision of labor services (hereinafter referred to as major contracts) at one time. If it meets one of the following standards, it shall report in time:
(I) the contract amount accounts for more than 50% of the company’s audited main business income or total assets in the latest fiscal year, and the absolute amount exceeds 100 million yuan;
(II) contracts that may have a significant impact on the company’s financial status and operating results.
7、 If the company independently or cooperates with a third party to research and develop new technologies, new products, new businesses, new services or transform existing technologies, and relevant matters have an important impact on the company’s profits or future development, the company shall report in time.
8、 Major changes
(I) change the company’s name, stock abbreviation, articles of association, registered capital, registered address, office address and contact number. If the articles of association are changed, the new articles of association shall also be disclosed on the website designated by Shenzhen Stock Exchange; (II) major changes in business policy, business scope and main business of the company;
(III) change of accounting policies and accounting estimates;
(IV) the board of Directors approves the issuance of new shares or other financing plans for domestic and foreign issuance;
(V) the CSRC puts forward corresponding examination opinions on the company’s issuance of new shares or other refinancing applications and major asset restructuring;
(VI) major changes have occurred or are planned to occur in the shareholding or control of the company by shareholders or actual controllers holding more than 5% of the company’s shares;
(VII) the actual controller of the company and other enterprises under its control have undergone major changes in the same or similar business as the company;
(VIII) the chairman, general manager, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
(IX) major changes in production and operation, external conditions or production environment (including major changes in the price or market capacity of main products, procurement and sales methods of raw materials, important suppliers or customers, etc.);
(x) entering into important contracts that may have a significant impact on the company’s assets, liabilities, equity or operating results;
（11） 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;
（12） Appoint and dismiss accounting firms that provide audit services for the company;
（13） The court ruled to prohibit the controlling shareholder from transferring its shares;
（14） More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law;
（15） Obtain extra income equal to large government subsidies;
（16） Significant impact on the company’s assets, liabilities or other events that may occur; 9、 Other matters
(I) change the investment project of raised funds;
(II) revision of performance forecast, performance express and profit forecast;
(III) profit distribution and conversion of capital reserve into share capital;
(IV) abnormal fluctuation and clarification of stock trading;
(V) major issues involved in convertible corporate bonds.
10、 Other circumstances recognized by the CSRC, Shenzhen Stock Exchange or the company.
Article 9 all departments and branches of the company shall continuously report to the board of directors and the Secretary of the board of directors of the company the progress of major information matters within the responsibility of their own departments in accordance with the following provisions:
(I) if the board of directors, the board of supervisors or the general meeting of shareholders makes a resolution on a major event, it shall timely report the implementation of the resolution; (II) if a letter of intent or agreement is signed with relevant parties on the disclosed major events, the main contents of the letter of intent or agreement shall be reported in time; If the content or performance of the above-mentioned letter of intent or agreement changes significantly, or is dissolved or terminated, it shall report the situation and reasons of the change, dissolution or termination in time;
(III) major events
