Ningbo Jialian Technology Co., Ltd
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “the company”), ensure the effective transmission, audit and control of major information within the company, timely, accurate, comprehensive and complete disclosure of information, and safeguard the legitimate rights and interests of investors, In accordance with the company law of the people’s Republic of China, 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 (hereinafter referred to as the “Listing Rules”) This system is formulated in combination with the actual situation of the company, such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of association of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 “major information” referred to in this system refers to all information that has a great impact on the trading price of the company’s shares and their derivatives, including but not limited to major meetings, major transaction information, related party transaction information, major events and the continuous progress of the above matters.
Article 3 the company implements the real-time reporting system of major information. When the situations described in Chapter II of the system occur, occur or are about to occur in all departments and holding subsidiaries of the company, the personnel responsible for reporting shall inform the Secretary of the board of directors of the company of the relevant information to ensure that it is timely, true, accurate and complete, and there are no false, seriously misleading statements or major omissions. The Secretary of the board of directors, the reporter and other staff who have access to information due to the company’s working relationship shall have the obligation of confidentiality before the relevant information is publicly disclosed. Before the public disclosure of information, the board of directors of the company shall try to control the insiders within the minimum range, and the Secretary of the board of directors of the company shall register the insiders.
Article 4 this system is applicable to the company, its holding subsidiaries, joint-stock companies and branches. The “internal information reporting obligor” mentioned in this system includes:
(i) Directors, supervisors, senior managers and heads of departments of the company;
（2） Heads of all departments, holding subsidiaries and branches of the company;
（3） Directors, supervisors and senior managers of the company’s investment company;
（4） Controlling shareholders and actual controllers of the company;
（5） Other shareholders holding more than 5% of the company’s shares;
（6） Other relevant personnel who may be exposed to significant information.
Shareholders holding more than 5% of the company’s shares, their persons acting in concert and the actual controller of the company shall also timely inform the Secretary of the board of directors when major events related to the company occur or are about to occur, fulfill the obligation of major information reporting, and ensure that the relevant documents and materials provided by them are timely, accurate and complete without major omissions False records or misleading statements. The information reporting obligor shall have the obligation of confidentiality before the information is publicly disclosed.
Chapter II Scope of major information of the company
Article 5 the company’s major information includes but is not limited to the important meetings, major transactions, major related party transactions, major events and the continuous progress of the above matters of the company and its holding subsidiaries.
(i) The “important meetings” mentioned in this system include:
1. The board of directors, the board of supervisors and the general meeting of shareholders held by the company and its holding subsidiaries;
2. Special meetings held by the company and its holding subsidiaries on major issues described in the system.
（2） The “transaction” mentioned in this system includes:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
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.
The following activities of the company do not belong to the matters specified in the preceding paragraph:
1. Purchase of raw materials, fuel and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
2. Sell products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
3. Although the transactions specified in the preceding paragraph are carried out, they belong to the main business activities of the company.
（3） If the transactions mentioned in paragraph (2) of this article meet one of the following standards, the company shall report within one day after the occurrence:
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.
If the data involved in the above index calculation is negative, take its absolute value for calculation. All transactions related to subscripts of the same transaction category shall be calculated cumulatively for 12 consecutive months.
In case of any event specified in this chapter in the company or its holding subsidiary, this standard shall prevail.
（4） Related party transactions of the company or its holding subsidiaries include:
1. Sign the transactions specified in Item (2) 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.
（5） The following connected transactions must be reported before they occur and should be avoided:
1. Provide financial assistance to related parties, including but not limited to:
(1) Lending the company’s funds to shareholders and other related parties with compensation or free of charge;
(2) Providing entrusted loans to shareholders and other related parties through banks or non bank financial institutions;
(3) Issue commercial acceptance bills for shareholders and other related parties without real transaction background;
(4) Undertake or repay debts on behalf of shareholders and other related parties.
2. Provide guarantee to related parties;
3. Joint investment by related parties;
4. Entrust related parties to carry out investment activities.
（6） If the related party transaction meets one of the following standards, it shall be reported in time:
1. The company intends to have a connected transaction with a connected natural person with a transaction amount of more than 300000 yuan;
2. The company intends to have a related party transaction with a related legal person 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.
Each functional department shall submit a written report to the Secretary of the board of directors of the company on the proposed connected transaction, and the report shall make a detailed description of the specific matters, necessity and rationality, pricing basis, draft transaction agreement and impact on all parties to the transaction.
The company’s directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert and actual controllers shall timely inform the company of their relationship with the company.
（7） Major litigation and Arbitration
1. Major litigation and arbitration involving an amount of more than 10% of the absolute value of the company’s latest audited net assets and an absolute amount of more than 5 million yuan;
2. If the cumulative amount involved in litigation and arbitration matters occurring within 12 consecutive months reaches the above standards, the provisions of this article shall apply. Those who have fulfilled relevant obligations in accordance with the above provisions shall not be included in the cumulative calculation scope. 3. Litigation and arbitration matters include but are not limited to:
(1) Submission and acceptance of litigation and arbitration matters;
(2) The results of the first and final judgments and arbitral awards of litigation cases;
(3) Execution of judgments and awards, etc.
（8） 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 the investment project of raised funds;
4. Change accounting policies and accounting estimates;
5. Change to the accounting firm audited by the company;
6. The chairman, general manager, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
7. Major changes in production and operation, external conditions or production environment (including major changes in product prices, raw material procurement, sales methods, major suppliers or customers, etc.);
8. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
9. Newly promulgated laws, administrative regulations, departmental rules and policies may have a significant impact on the company’s operation;
10. Obtain extra income such as large government subsidies, reverse large asset impairment reserves or other events that may have a significant impact on the company’s assets, liabilities, equity or operating results;
11. Circumstances recognized by Shenzhen Stock Exchange or the company.
（9） 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 is decided by the relevant people’s government or relevant departments to treat within a time limit or stop production, move or close down;
5. The company is sealed up, seized, frozen, mortgaged or pledged due to major litigation or major current assets due to environmental problems.
（10） Other major events
1. If it is expected that the annual, semi annual and the first three quarters will have one of the following situations, it shall be reported in time: (1) the net profit is negative;
(2) Net profit increased or decreased by more than 50% compared with the same period of last year;
(3) Turn losses into profits.
2. There are great differences after the report;
3. Profit distribution and conversion of capital reserve into share capital;
4. Issues related to the company’s securities issuance, repurchase, equity incentive plan, etc;
5. Commitments of the company and its shareholders;
6. Other circumstances recognized by Shenzhen Stock Exchange or the company.
（11） Major risk events
1. Major losses or losses;
2. Major debts occur, major debts are not paid off when due, or major creditor’s rights are not paid off when 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 resolutions of the general meeting of shareholders and the board of directors are revoked by the court according to law;
6. The company decides to dissolve or is ordered to close down by the competent authority according to law;
7. The company is expected to be insolvent (generally means that the net assets are negative);
8. The main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
9. Major assets are sealed up, seized, frozen or mortgaged or pledged;
10. Major or all businesses come to a standstill;
11. The company is investigated by the competent authority for suspected violation of laws and regulations, or subject to major administrative and criminal penalties; 12. 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, or subject to major administrative and criminal penalties and other circumstances in which they are unable to perform their duties;
13. There are major undisclosed information leaks, market rumors or abnormal fluctuations in stock trading;
14. Other major risks identified by Shenzhen Stock Exchange or the company.
Chapter III major information of shareholders or actual controllers of the company
Article 6 shareholders or actual controllers holding more than 5% of the company’s shares shall take the initiative to inform the board of directors of the material information that should be disclosed, and cooperate with the company to fulfill the obligation of information disclosure.
Article 7 the shareholders or actual controllers of the company shall timely, actively and in writing inform the Secretary of the board of directors of the following events:
(i) Shareholders or actual controllers who hold more than 5% of the company’s shares have changed or intend to change greatly in their holding of shares or control of the company;
（2） The court ruled that the controlling shareholder is prohibited from transferring its shares, and 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;
（3） It plans to carry out major asset or business reorganization of the company;
（4） If its business condition deteriorates, it will enter the state of bankruptcy, liquidation, etc;
（5） Other circumstances that have a significant impact on the trading price of the company’s shares and their derivatives.
In case of significant changes or progress in the above circumstances, the obligation of timely notification shall be continuously performed.
Article 8 shareholders or actual shareholders who hold more than 5% of the shares of the company by accepting entrustment or trust
