Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Internal reporting and confidentiality system of major information
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to further standardize the internal report and confidentiality of major information of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”), ensure that the information disclosed by the company is true, accurate and complete, timely and fair, 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 basic norms of enterprise internal control, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock exchange No. 1 – standardized operation of listed companies on the main board, and other relevant laws, regulations and provisions, And the relevant provisions of the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the “articles of association”), and this system is formulated in combination with the actual situation of the company.
Article 2 the internal reporting and confidentiality system of material information refers to the system that when any event or situation that may have a great impact on the trading price of the company’s shares and their derivatives occurs or will occur, the company’s information reporting obligor in accordance with the system shall timely report the relevant information to the chairman of the company and the Secretary of the board of directors, and bear the obligation of confidentiality for the known material information.
Article 3 this system is applicable to all departments and subsidiaries of the company. The information reporting obligors mentioned in this system refer to relevant personnel or companies who have reporting obligations in accordance with this system, including but not limited to:
(I) directors, supervisors and senior managers of the company and its subsidiaries, main principals and designated contacts of all departments and subordinate companies;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers;
(III) personnel of the company and its subsidiaries engaged in securities, secretarial, documentation, finance, statistics, audit, accounting and other work, as well as other personnel who can obtain relevant internal information of the company due to their positions in the company;
(IV) the acquirer and its persons acting in concert or the counterparty and its related parties of major events that may affect the company’s securities trading price, as well as the heads and managers of relevant units involved in consultation, formulation, demonstration and other links of major events;
(V) personnel who provide services for the company and can obtain non-public information of the company, including but not limited to relevant personnel of sponsors, underwriters and securities service institutions;
(VI) other relevant personnel who may be exposed to significant information.
Article 4 the information reporting obligors have the obligation to report to the chairman of the board of directors and the Secretary of the board of directors the internal major information they know within their terms of reference, actively cooperate with the Secretary of the board of directors to do a good job in information disclosure, timely and continuously report the occurrence and progress of major information, and bear the responsibility for the authenticity, accuracy and integrity of the information provided. Before the information is publicly disclosed, the information reporting obligor has the obligation of confidentiality.
Article 5 the Secretary of the board of directors of the company shall, according to the actual situation of the company, regularly communicate with the relevant personnel with major information reporting obligations on corporate governance and information disclosure, so as to ensure the timeliness and accuracy of major information reporting within the company.
Chapter II Scope of major information
Article 6 major information includes but is not limited to the following events that have occurred, occurred or will occur in the company and its subsidiaries and their continuous progress:
(I) important meetings:
1. Matters to be submitted by the company and its subsidiaries to the board of directors, the board of supervisors and the general meeting of shareholders for deliberation;
2. The company and its subsidiaries convene the board of directors, the board of supervisors and the general meeting of shareholders (including the notice of changing the date of convening the general meeting of shareholders) and make resolutions;
3. Special meetings held by the company and its subsidiaries on major issues mentioned in the system.
(II) major transactions:
1. The 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 operation), foreign investment (including entrusted wealth management, investment in subsidiaries, etc.), provision of financial assistance (including entrusted loans, etc.), provision of guarantee (including guarantee to holding subsidiaries, etc.), lease in or lease out assets, entrusted or entrusted management of assets and business, Donated or donated assets (donated cash assets do not need to be considered by the general meeting of shareholders), debt or debt restructuring, transfer or transfer of R & D projects, signing of license agreements, waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.) and other transactions recognized by Shenzhen Stock Exchange meet the following standards (if the data involved in the calculation of the following indicators is negative, take its absolute value):
(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 evaluation value, the higher one shall be taken as the calculation data;
(2) The net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(3) 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;
(4) 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;
(5) 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;
(6) 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.
2. Transactions related to the daily operation of the company and its subsidiaries (including the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation; bank loans, etc.), with a single contract amount of more than 10 million yuan.
3. The above provisions shall apply to similar transactions related to the subject matter of the transaction within 12 months of the company in accordance with the principle of cumulative calculation. Those who have fulfilled relevant obligations in accordance with the above provisions will not be included in the relevant cumulative calculation scope.
For the company’s venture capital such as stock, futures and foreign exchange trading, the professional management department shall put forward the feasibility study report and implementation plan, which can be implemented only after being approved by the board of directors. The venture capital and guarantee matters beyond the authority of the board of directors shall be reviewed and approved by the board of directors and then submitted to the general meeting of shareholders of the company for deliberation and approval.
(III) related party transactions:
1. Related party transactions refer to the transfer of resources or obligations between the company or subsidiaries and related parties, including:
(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) Deposit and loan business;
(8) Other matters that may cause the transfer of resources or obligations through agreement.
2. The amount of a single transaction between the company and an associated natural person is more than 300000 yuan; Or related party transactions with related legal persons (or other organizations) (including the cumulative amount of related party transactions with the same subject matter or the same related legal person within 12 consecutive months) 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 following transactions between the company and related parties shall be reported in time, and the company shall perform the obligation of information disclosure of related party transactions and corresponding review procedures:
(1) Public bidding, public auction or listing for unspecified objects (excluding restricted methods such as bidding invitation), except those that are difficult to form a fair price;
(2) Transactions in which the company unilaterally obtains benefits without paying consideration and without any obligations, including receiving cash assets, obtaining debt relief, etc;
(3) The pricing of related party transactions shall be stipulated by the state;
(4) The related parties provide funds to the company, the interest rate is not higher than the quoted interest rate of the loan market, and the company has no corresponding guarantee.
4. For the related party transactions to be carried out, each functional department shall submit a written report to the chairman of the board of directors and the Secretary of the board of directors of the company. The report shall make a detailed description of the specific matters, necessity and rationality, pricing basis, draft transaction agreement and impact on all parties of the related party transactions.
Related party transactions between the company and its subsidiaries are exempted from reporting.
(IV) the following related party 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 with related parties.
4. Entrust related parties to carry out investment activities.
See article 22 of Chapter VI of the system for the interpretation of the above “related person”.
(V) litigation and arbitration matters:
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 10 million yuan;
2. Litigation involving the application for revocation or invalidation of the resolutions of the general meeting of shareholders or the board of directors of the company;
3. Representative litigation of securities disputes.
If the litigation or arbitration matters that fail to meet the standards in the preceding paragraph or do not have a specific amount involved may have a great impact on the trading price of the company’s shares and their derivatives, they shall be reported in time.
If the accumulated amount of litigation and arbitration matters involving the company within 12 consecutive months reaches the standard of paragraph 1 of this article, it shall be reported in time. If the disclosure obligation has been fulfilled in accordance with the provisions, it will not be included in the cumulative calculation scope. (VI) 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 policies and business scope;
3. Change the investment project of raised funds;
4. Major independent changes in accounting policies and accounting estimates;
5. Appointing and dismissing an accounting firm to audit the company;
6. The chairman of the board, the general manager or the person in charge of finance, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
7. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
8. 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.);
9. The newly published laws, regulations, rules and industrial policies may have a great impact on the company;
10. According to the relevant provisions of the CSRC on industry classification, the company’s industry classification has changed; 11. 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.
(VII) material information of shareholders or actual controllers:
1. 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 shares of the company held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law;
3. It plans to restructure the company’s major assets or business;
4. If its business condition deteriorates, it will enter the state of bankruptcy, liquidation, etc;
5. Circumstances that have a significant impact on the company’s stock price and other derivative transactions;
6. Shareholders or actual controllers who hold more than 5% of the company’s shares by accepting entrustment or trust shall inform the company of the trustor in time.
(VIII) major risks:
1. Major losses or losses;
2. The occurrence of major debts and the failure to pay off the due major debts;
3. Liability for major breach of contract or large amount of compensation that may be borne according to law;
4. The company decides to dissolve or is ordered to close down by the competent authority according to law;
5. Major creditor’s rights are not paid off when due, or the main debtor is insolvent or enters bankruptcy proceedings; 6. The main business assets of the company are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the total assets;
7. Major or all businesses come to a standstill;
8. The company is suspected of committing a crime, and the controlling shareholder, actual controller, director, supervisor and senior manager of the company are suspected of committing a crime and taken compulsory measures according to law;
9. The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities;
10. The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
11. The chairman or general manager of the company is unable to perform his duties, and the directors, supervisors and senior managers of the company other than the chairman or general manager are unable to perform their duties normally for more than three months or are expected to do so due to physical, work arrangements and other reasons, or are subject to compulsory measures by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
12. The company makes provision for impairment of large assets;
13. Other major risks identified by Shenzhen Stock Exchange or the company.
(IX) other major matters:
1. Correction of performance forecast and profit forecast;
