Shenzhen Institute Of Building Research Co.Ltd(300675)
Internal reporting system of major information (Trial)
(adopted at the third regular meeting of the third board of directors of the company in March 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of the internal report of Shenzhen Institute Of Building Research Co.Ltd(300675) (hereinafter referred to as “the company”), clarify the information collection and management measures of all departments and branches within the company, ensure the rapid transmission, collection and effective management of major information within the company, and ensure the timely, true, accurate and complete disclosure of information by the company, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China Relevant laws, regulations, rules and normative documents such as the measures for the administration of information disclosure of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for the standardized operation of companies listed on the gem of Shenzhen stock exchange, and the Shenzhen Institute Of Building Research Co.Ltd(300675) articles of Association (hereinafter referred to as the “articles of association”) This system is formulated in accordance with the relevant provisions of Shenzhen Institute Of Building Research Co.Ltd(300675) information disclosure management measures and in combination with the actual situation of the company.
Article 2 this system is applicable to the company, all departments, wholly-owned and holding subsidiaries at all levels and joint-stock companies where the company can have a significant impact. Some provisions are applicable to the controlling shareholders of the company and shareholders holding more than 5% of the shares of the company.
Article 3 the “significant information” mentioned in this system refers to the information that should be disclosed in accordance with laws, administrative regulations, departmental rules, normative documents, stock listing rules, guidelines for standardized operation and other relevant provisions, which may or has had a great impact on the trading price of the company’s shares and their derivatives.
Article 4 the internal reporting system of the company’s major information refers to the relevant personnel and departments (hereinafter referred to as “information reporting obligors”) and all employees of the company who have the reporting obligation in accordance with the provisions of this system shall timely report the relevant information to the Secretary of the board of directors when there is, occurs or is about to occur a situation or other emergencies that may have a great impact on the trading price of the company’s shares and their derivatives, The Secretary of the board of directors shall analyze and judge the major information reported. If it is necessary to perform the obligation of information disclosure according to the regulations, the Secretary of the board of directors shall timely report to the board of directors and request the board of directors to perform the corresponding procedures and the system of external disclosure.
Article 5 the “information reporting obligor” mentioned in this system includes:
(I) directors, supervisors and senior managers of the company;
(II) principals of all departments, subsidiaries and branches of the company;
(III) directors, supervisors and senior managers appointed by the company to subsidiaries; (IV) directors, supervisors and senior managers appointed by the company to joint-stock companies that can have a significant impact on them;
(V) controlling shareholders, actual controllers and persons acting in concert of the company; (VI) other shareholders holding more than 5% of the company’s shares and the company’s affiliates (including affiliated legal persons and affiliated natural persons) and their persons acting in concert;
(VII) other relevant personnel who may be exposed to significant information.
Article 6 the Secretary of the board of directors of the company is responsible for organizing and coordinating the collection, management and disclosure of major information, and urging the information reporting obligor to fulfill the reporting obligations. The office of the board of directors is the daily office of the company’s information disclosure, which assists the Secretary of the board of directors in performing his duties. The relevant personnel of the company with reporting obligations have the obligation to report the major information specified in the system and submit relevant documents to the office of the board of directors. Article 7 the directors, supervisors, senior managers, all departments, branches and subsidiaries of the company shall actively cooperate with the Secretary of the board of directors of the company in information disclosure, timely report the occurrence and progress of major information, do a good job in the collection, sorting and confidentiality of major information, and provide true, accurate and complete information disclosure materials.
Article 8 information reporting obligors and other personnel who know the information to be disclosed by the company shall have the obligation of confidentiality before the information is publicly disclosed.
Chapter II Scope of major information
Article 9 the material information of the company includes but is not limited to the following events and their continuous progress of the company, all departments, wholly-owned and holding subsidiaries and joint-stock companies that can have a significant impact on them:
(I) matters to be submitted to the board of directors, the board of supervisors and the general meeting of shareholders for deliberation;
(II) all subsidiaries and joint-stock companies that can have a significant impact on them convene the board of directors, the board of supervisors and the shareholders’ meeting and make resolutions; (III) major transactions that should be reported
1. The amount of daily single business contract signed exceeds 100 million yuan;
2. The purchase or sale of assets related to daily production and operation exceeds 1 million yuan;
3. The amount of assets leased in or out exceeds 1 million yuan;
4. The amount of creditor’s rights or debt restructuring exceeds 500000 yuan;
5. The transfer amount of research and development projects exceeds 500000 yuan;
6. Provide financial assistance;
7. Entrusted financial management, entrusted loans, investment in subsidiaries and other foreign investment; 8. The company provides guarantee to subsidiaries (subsidiaries are not allowed to provide external guarantee); 9. The company signs management contracts (the entrusted operation and entrusted operation of subsidiaries are not allowed);
10. Assets donated or received by the company (subsidiaries are not allowed to donate assets); 11. Sign license agreement (including franchise right, intellectual property license, etc.); 12. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
13. Other transactions recognized by China Securities Regulatory Commission and Shenzhen Stock Exchange.
(IV) when the specific scope and amount of related party transactions meet the standards specified in the company’s measures for the administration of related party transactions and stock listing rules, they shall be reported in time.
(V) other major matters
1. Arbitration and litigation;
2. Change the investment project of raised funds;
3. Performance forecast, performance express and profit forecast;
4. Profit distribution and conversion of capital reserve into share capital;
5. Abnormal fluctuation and clarification of stock trading;
6. Equity incentive, share repurchase and major asset restructuring;
7. Major issues involved in convertible corporate bonds;
(VI) major risks
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. 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 forcibly dissolved according to law;
6. The main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
7. The main assets are sealed up, seized, frozen or mortgaged or pledged;
8. Major or all businesses come to a standstill;
9. The company or its controlling shareholders, actual controllers, directors, supervisors, senior managers, and subsidiaries at all levels (branches) are investigated by the competent authorities for suspected violations of laws and regulations, or are subject to administrative penalties by the CSRC, and other competent authorities are subject to major administrative and criminal penalties;
10. The directors, supervisors and senior managers of the company 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;
11. Other major risks identified by Shenzhen Stock Exchange or the company.
(VII) 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 accounting policies or accounting estimates;
4. The board of Directors approves the issuance of new shares or other refinancing schemes;
5. The CSRC / Shenzhen Stock Exchange has put forward corresponding examination opinions on the company’s issuance of new shares or other refinancing applications and major asset restructuring; 6. 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 of the company;
7. The chairman, general manager, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
8. Major changes in production and operation, external conditions or production environment (including major changes in product prices, raw material procurement and sales methods); 9. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity or operating results;
10. Newly promulgated laws, administrative regulations, departmental rules, normative documents and policies may have a significant impact on the company’s operation;
11. Appoint or dismiss an accounting firm that provides audit services for the company;
12. The court ruled to prohibit the controlling shareholder from transferring its shares;
13. More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or voting rights are restricted according to law, or there is a risk of forced transfer of ownership;
14. Obtain extra income such as large government subsidies or other matters that may have a significant impact on the company’s assets, liabilities, equity or operating results;
15. Other circumstances recognized by Shenzhen Stock Exchange or the company.
(VIII) all kinds of unexpected risk events related to customer complaints, safety accidents, quality accidents, petitions or containment of workplaces and other group events, acceptance of administrative inspection or criminal investigation and punishment, intellectual property disputes, negative news reports and online rumors, abnormal fluctuations in brand and company stock prices, etc.
Article 10 if the controlling shareholder or actual controller of the company changes or intends to change, the controlling shareholder of the company shall timely report the information to the Secretary of the board of directors of the company after reaching an intention on the matter, and continue to report the process of change. If the court decides to prohibit the controlling shareholders of the company from transferring their shares of the company, the controlling shareholders of the company shall report the information to the Secretary of the board of directors of the company on the day of receiving the court’s ruling. Article 11 if the company’s shareholders and persons acting in concert hold 5% of the company’s shares, or the shareholders or controlling shareholders holding more than 5% of the company’s shares intend to buy and sell more than 1% of the company’s shares, or lead to changes in the company’s controlling shareholders, the company’s shareholders shall report the information and relevant information to the Secretary of the board of directors of the company and submit it to the office of the board of directors for filing, and continue to report the progress of share transfer.
Article 12 the directors, supervisors and senior managers of the company shall inform the Secretary of the board of directors of their trading plans in writing, e-mail and other written forms at least three trading days in advance before buying and selling the company’s shares and their derivatives. If there are more stringent provisions in statutory regulations and normative documents, they shall abide by them. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If there may be improper trading behavior, the Secretary of the board of directors shall timely notify the directors, supervisors and senior managers who intend to buy and sell in writing, and remind them of relevant risks.
Chapter III internal reporting procedures for major information
Article 13 internal reporting procedures are divided into two categories: one is the report of all employees, and the other is the report of information reporting obligors.
Article 14 all employees report information through the company’s LOHAS system, including but not limited to:
(I) news reports and online rumors, various types of information endangering the brand and the company’s share price, etc;
(II) customer complaints, economic disputes, intellectual property disputes, arbitration and litigation;
(III) related safety accidents, quality accidents, petitions or mass incidents in the workplace;
(IV) relevant administrative inspection or criminal investigation and punishment;
(V) information or events related to bribery, bribery and other violations of integrity; (VI) relevant information about inviting employees of the company to accept news interviews;
(VII) other information that the employee deems necessary to report.
Article 15 the report of all employees does not need to be approved by the Department. The information report goes directly to the company’s leaders, discipline inspection and Supervision Office (Office of the board of supervisors), office of the board of directors and relevant departments through LOHAS system. Once the information is adopted by the company, the employee will be rewarded.
Article 16 the reporting scope of the information reporting obligor is major information. The emergency risk events mentioned in Article 9 (VIII) shall be reported daily through the company’s LOHAS system. The LOHAS system sets the default value to no emergency risk events, and the information reporting obligor needs to click to submit every day. Any major information other than Article 9 (VIII) shall be reported immediately without daily report.
Article 17 the information reporting obligor shall carefully collect and check relevant information; When the relevant departments of the company study and decide on matters involving information disclosure, they shall notify the Secretary of the board of directors to attend the meeting as nonvoting delegates and provide them with the materials required for information disclosure. Article 18 in accordance with the provisions of this system, the information reporting obligor shall report the relevant information to the Secretary of the board of directors of the company on the day after knowing the important internal information described in this system, and submit the written documents related to the information to the Secretary of the board of directors in person or by e-mail, and submit them to the office of the board of directors of the company for filing; The foregoing written materials include but are not limited to:
(I) reasons for important events, basic information of all parties, contents of important events, impact on the operation of the company, etc;
(II) the agreements, letters of intent, agreements and contracts involved;
(III) government approvals, laws, regulations, court decisions and briefings involved;
(IV) opinions issued by intermediary institutions on important matters;
(V) the company’s internal opinions on the examination and approval of major matters.
Article 19 after receiving a major information report, the office of the board of directors of the company shall timely analyze and judge it in accordance with laws, regulations, stock listing rules, articles of association and other relevant provisions, determine the treatment method, draft relevant information disclosure documents and submit them to the Secretary of the board of directors for review; After review, the Secretary of the board of directors shall timely notify the board of directors and the board of supervisors of the matters requiring the company to perform the disclosure obligations, submit them to the board of directors and the board of supervisors of the company to perform the corresponding approval procedures in accordance with the provisions of the articles of Association, and perform them in accordance with the information disclosure management measures
