Yunnan Baiyao Group Co.Ltd(000538) major information internal reporting system
(reviewed and approved by the fourth meeting of the ninth board of directors in 2022 on March 24, 2022)
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Yunnan Baiyao Group Co.Ltd(000538) (hereinafter referred to as “the company”), ensure the rapid transmission, collection and effective management of major information within the company, disclose information in a timely, accurate, comprehensive and complete manner, and safeguard the legitimate rights and interests of investors, This system is formulated in accordance with the provisions of the securities law, the standards for the governance of listed companies, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs, in combination with the articles of association and the actual situation of the company.
Article 2 the major information reporting system refers to the system that when there is, occurs or is about to occur a situation or event that may have a great impact on the trading price of the company’s shares and their derivatives, the subject with the reporting obligation in accordance with the provisions of this system shall report the relevant information to the Secretary of the board of directors of the company at the first time, and the Secretary of the board of directors shall report to the board of directors.
Article 3 when the Secretary of the board of directors needs to know the situation and progress of major matters, the internal information reporting obligor (hereinafter referred to as the “reporting obligor”) shall actively cooperate and assist, respond in a timely, accurate and complete manner, and provide relevant materials as required.
Article 4 the term “internal information reporting obligor” as 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 holding subsidiaries;
(III) shareholders holding more than 5% of the company’s shares and persons acting in concert;
(IV) directors, supervisors and senior managers of joint-stock companies dispatched by the company that have a significant impact on the company and heads of branches of the company;
(V) other persons who may have knowledge of major events of the company.
Article 5 this system is applicable to the company, wholly-owned subsidiaries, holding subsidiaries and joint-stock companies that have a significant impact on the company.
Chapter II Scope of major information
Article 6 the company’s major information includes but is not limited to the important meetings of the company and its wholly-owned subsidiaries, its holding subsidiaries and joint-stock companies that have a significant impact on the company, major transactions and daily transactions that meet the standards of Article 9 of this system, major connected transactions, major risk matters, major changes, other major matters, and the continuous progress of the above matters.
When the internal information reporting obligor learns of the above major information within the scope of authority and has not fulfilled the reporting obligation, it shall report the information to the Secretary of the board of directors or the office of the board of directors within the first time, and report the relevant materials to the Secretary of the board of directors or the office of the board of directors for filing.
Article 7 the “important meetings” mentioned in this system include:
(I) the board of directors, the board of supervisors and the general meeting of shareholders held by the company and its wholly-owned subsidiaries, its holding subsidiaries and joint-stock companies that have a significant impact on the company;
(II) special meetings held by the company and its wholly-owned subsidiaries, its holding subsidiaries and joint-stock companies that have a significant impact on the company on the major information described in this system.
Article 8 the “major transactions” and “daily transactions” mentioned in this system include:
(I) major transactions referred to in this system include the following types of events that occur in addition to daily business activities:
1. Purchase of assets;
2. Sale of assets;
3. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
4. Provide financial assistance (including entrusted loans, etc.);
5. Provide guarantee (including guarantee for holding subsidiaries);
6. Assets leased in or leased out;
7. Entrusted or entrusted management of assets and businesses;
8. Donated or donated assets;
9. Reorganization of creditor’s rights or debts;
10. Transfer or transfer of R & D projects;
11. Sign the license agreement;
12. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
13. Other transactions recognized by Shenzhen Stock Exchange.
The term “daily transaction” as mentioned in this system refers to the following types of events related to daily operation:
1. Purchase of raw materials, fuel and power;
2. Receiving labor services;
3. Selling products and commodities;
4. Providing labor services;
5. Project contracting;
6. Other transactions related to the daily operation of the company.
If the transaction specified in the preceding paragraph is involved in asset replacement, the provisions of “major transaction” shall apply.
Article 9 If a material 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 assessed value, the higher one shall prevail;
(II) 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;
(III) 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;
(IV) 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 one million yuan;
(V) 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;
(VI) 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 one million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
If the daily transaction meets the following standards, it shall be reported in time:
(I) for matters involving the purchase of raw materials, fuel and power and the acceptance of labor services, the contract amount accounts for more than 20% of the company’s total audited assets in the latest period, and the absolute amount exceeds 500 million yuan;
(II) where the sale of products, commodities, provision of labor services and project contracting are involved, the contract amount accounts for more than 20% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 500 million yuan;
(III) other contracts that the company or Shenzhen Stock Exchange believes may have a significant impact on the company’s financial status and operating results.
Article 10 the “major connected transactions” with connected persons mentioned in this system include:
(I) “transaction” matters specified in Article 8;
(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.
Article 11 transactions with related parties that meet one of the following standards shall be reported in a timely manner:
(I) transactions with connected natural persons with a transaction amount of more than 300000 yuan;
(II) transactions with 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;
(III) where a guarantee is provided for a related party, it shall be reported regardless of the amount.
The provisions of this article shall apply to connected transactions with the same connected person or connected transactions with different connected persons related to the same transaction subject matter that have occurred within 12 consecutive months; 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.
Directors, supervisors, senior managers, shareholders holding more than 5% shares and persons acting in concert shall timely inform the company of their associated relationship with the company.
Article 12 the “major risk matters” mentioned in this system include:
(I) major losses or losses, with a single loss of more than 10 million yuan;
(II) there are major debts, outstanding major debts due or major creditor’s rights that have not been paid off when due, with an amount of more than 10 million yuan; (III) the liability for major breach of contract or large amount of compensation that may be borne according to law, with an amount of more than 5 million yuan;
(IV) provision for impairment of large assets;
(V) decide to dissolve or be ordered to close down by the competent authority according to law;
(VI) expected insolvency (generally refers to negative net assets);
(VII) the main debtor is insolvent or enters into bankruptcy proceedings, and the company or its wholly-owned subsidiaries, holding subsidiaries and joint-stock companies that have a significant impact on the company have not drawn sufficient bad debt reserves for corresponding creditor’s rights;
(VIII) major assets are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the assets;
(IX) major or all businesses come to a standstill;
(x) being investigated by competent authorities for suspected violations of laws and regulations, or being subject to major administrative and criminal penalties;
（11） Directors, supervisors and senior managers are unable to perform their duties due to investigation or compulsory measures taken by the competent authorities due to suspected violations of laws and regulations, or cannot perform their duties normally for more than three months due to physical, work arrangement and other reasons;
（12） The 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 core trademarks, patents, know-how, franchise rights and other important assets in use or the core technology license expires, there are major disputes, restricted use or other major adverse changes;
（14） Major products, core technologies, key equipment and business models are at risk of being replaced or eliminated;
（15） The R & D of important R & D projects fails, terminates, fails to obtain the approval of relevant departments, or gives up the continuous investment or control over important core technology projects;
（16） Major environmental, production and product safety accidents;
（17） Receive the notice of the decision of government departments to treat, stop production, relocate and close down within a time limit;
（18） The guaranteed fails to perform the repayment obligation within 15 trading days after the maturity of the debt;
（19） Bankruptcy, liquidation and other situations seriously affecting the repayment ability of the guaranteed;
（20） Other major risk situations, major accidents or negative events recognized by Shenzhen Stock Exchange or the company.
Article 13 the “major changes” mentioned in this system include:
(I) the company or a wholly-owned subsidiary, a holding subsidiary of the company and a joint-stock company that has a significant impact on the company change the company name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number;
(II) major changes in business policies and business scope;
(III) change of accounting policies and accounting estimates;
(IV) the board of Directors approves the issuance of new shares or other refinancing schemes;
(V) the issuance Review Committee of the CSRC (including the review committee of mergers and acquisitions of listed companies) puts forward corresponding review 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 shares (equity) of the company;
(VII) the chairman, CEO, directors (including independent directors) or more than one-third of the supervisors propose to resign or change; (VIII) 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.);
(IX) entering into important contracts that may have a significant impact on assets, liabilities, equity and operating results;
(x) newly promulgated laws, administrative regulations, departmental rules, normative documents and policies may have a significant impact on the operation;
（11） Appointing and dismissing the auditing accounting firm;
（12） Obtain extra income equivalent to government subsidies of more than 10 million;
（13） Other events that may have a significant impact on assets, liabilities, equity or operating results;
（14） Develop new technologies, new products, new businesses, new services or transform existing technologies, and relevant matters have an important impact on profits or future development;
（15） Other circumstances recognized by Shenzhen Stock Exchange or the company.
Article 14 If the shareholders holding more than 5% of the company’s shares reduce, transfer and unlock the shares of the directors, supervisors and senior managers, and the company’s controlling shareholders change due to the proposed transfer of the company’s shares, the controlling shareholders of the company shall timely inform the chairman, CO chairmen and Secretary of the board of directors of the company after reaching an agreement with the transferee on the share transfer, and continuously inform the company of the progress of share transfer. After receiving the ruling of the chairman and the controlling shareholder of the company, the Secretary of the court shall timely notify the chairman and the controlling shareholder of the company of the prohibition of the transfer of shares.
Article 15 when a shareholder holding more than 5% of the company’s shares is pledged, frozen, judicial auction, trusteeship or trust, or the voting right is restricted according to law, the shareholder shall timely inform the chairman, CO chairmen and Secretary of the board of directors of the company of the relevant information.
Article 16 other major matters, including but not limited to:
(I) litigation and arbitration matters:
1. The amount involved in the case 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 for major litigation and arbitration matters;
2. Litigation and arbitration matters that fail to meet the above standards or have no specific amount involved, but based on the particularity of the case, it is considered that 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;
3. Litigation involving the application for revocation or invalidation of the resolutions of the shareholders’ meeting and the board of directors of the company;
4. Other circumstances deemed necessary by Shenzhen Stock Exchange.
Major litigation and arbitration matters shall be calculated cumulatively for 12 consecutive months. If the cumulatively calculated matters meet the standards in the preceding paragraph, the reporting obligation shall be performed; Those who have fulfilled their reporting obligations will no longer be included in the relevant cumulative calculation scope.
(II) change of investment projects of raised funds:
Change the implementation subject and implementation method of the investment project with raised funds, change the purpose and location of the raised funds, use the raised funds to replace the self owned funds invested in advance, use the idle raised funds to temporarily supplement the working capital or carry out cash management, and use the over raised funds to repay the bank loans or
