Sichuan Tianwei Electronic Co.Ltd(688511)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to strengthen the internal reporting management of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as the “company”) major information, facilitate the rapid transmission and collection of the company’s internal major information, and ensure the timely, accurate, true and complete disclosure of the company’s information, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the Listing Rules of the science and Innovation Board) This system is formulated in combination with the actual situation of the company, in accordance with the relevant provisions of the measures for the administration of information disclosure of listed companies, the Sichuan Tianwei Electronic Co.Ltd(688511) articles of Association (hereinafter referred to as the articles of association) and the Sichuan Tianwei Electronic Co.Ltd(688511) information disclosure management system.
Article 2 this 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 personnel responsible for reporting in accordance with the provisions of this system shall report the relevant information to the chairman and the Secretary of the board of directors at the first time. Article 3 the reporting obligors mentioned in this system mainly include:
(I) controlling shareholders, actual controllers, more than 5% of shareholders and their persons acting in concert and other shareholders agreed in this system;
(II) directors, supervisors, senior managers and core technicians of the company;
(III) principals of all departments, subsidiaries and branches of the company;
(IV) directors, supervisors and senior managers of all departments and subsidiaries of the company;
(V) other personnel of the company who may obtain relevant major information of the company due to their positions and participation in the planning, demonstration and decision-making of major information of the company;
(VI) when material information appears, if it is impossible to determine the material information reporting obligor, the person who first knows or should first know the material information is the reporting obligor.
Article 4 the reporting obligor is the first person responsible for the internal reporting of major information, and has the obligation to urge the collection and sorting of information related to major information within the department or unit, as well as the obligation to inform the Secretary of the board of directors of the major information known within his scope of authority. Its main responsibilities include:
(I) collect, sort out, analyze and demonstrate relevant materials of major information;
(II) organize the preparation and submission of relevant materials of major information reports, and take primary responsibility for the authenticity, accuracy and completeness of the reports;
(III) timely learn and understand the relevant provisions of laws, administrative regulations and departmental rules on the company’s information disclosure, and participate in the training on information disclosure organized by the company;
(IV) be responsible for the confidentiality of major information.
The person in charge of each department, subsidiary and branch of the company may designate a person familiar with relevant business and regulations to act as the contact person for the internal report of major information and report to the Secretary of the board of directors of the company.
When the company holds more than 5% of the major shares, the relevant information shall be reported to the Secretary of the board of directors on the day when the company holds more than 5% of the major shares.
Article 5 this system is applicable to all functional departments, subsidiaries and branches of the company.
Chapter II Scope of major information
Article 6 material information of the company includes but is not limited to the following:
(I) matters to be submitted to the board of directors for deliberation;
(II) matters to be submitted to the board of supervisors of the company for deliberation;
(III) the following major transactions have occurred or are planned to occur, including the purchase or sale of assets; Foreign investment (including entrusted financial management, entrusted loans, etc.); Provide financial assistance; Provide guarantee; Leased in or leased out assets; Entrusted or entrusted management of assets and businesses; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer or transfer of research and development projects; Sign the license agreement; Other important transactions;
(IV) the following related party transactions have occurred or are to occur, including the transactions mentioned in the preceding paragraph; Purchase of raw materials, fuel and power; Selling products and commodities; Providing or receiving labor services; Entrusted or entrusted sales; Deposits and loans with related party financial companies; Joint investment with related parties; Other matters that may cause the transfer of resources or obligations through agreement;
(V) major litigation and arbitration matters;
(VI) project initiation and change of investment projects with raised funds and infrastructure and technological transformation projects to be changed;
(VII) performance forecast and amendment of performance forecast;
(VIII) profit distribution and conversion of capital reserve into share capital;
(IX) abnormal fluctuations in the company’s stock trading;
(x) matters related to the company’s share repurchase;
（11） The company issues convertible corporate bonds;
（12） Commitments of the company and its shareholders;
（13） The company has the following situations that make the company face major risks: major losses or heavy losses; Major debts occur or major creditor’s rights are not paid off when due; Liability for major breach of contract or large amount of compensation that may be borne according to law; Provision for impairment of large assets; The company decides to dissolve or is ordered to close down by the competent authority according to law; The company expects the shareholders’ equity to be negative; The main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights; The main assets are sealed up, seized, frozen or mortgaged or pledged; Major or all businesses come to a standstill; The company is investigated by the competent authority or subject to major administrative and criminal penalties due to suspected violations of laws and regulations; 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;
（14） The company has one of the following circumstances: change the company name, stock abbreviation, articles of association, registered capital, registered address, office address and contact number; Major changes in business policies and business scope; Changing accounting policies or accounting estimates; The board of Directors approves the issuance of new shares, convertible corporate bonds or other financing schemes; The stock issuance examination committee and the merger and reorganization committee of the CSRC shall put forward corresponding examination opinions on the refinancing plans and major asset reorganization plans such as the issuance of new shares and convertible corporate bonds; The shareholding or control of the company by shareholders or actual controllers holding more than 5% of the company’s shares has changed or is to change; The chairman, general manager, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change; Major changes in production and operation, external conditions or production environment (including major changes in product prices, raw material procurement and sales methods); The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results; Newly promulgated laws, administrative regulations, departmental rules and policies may have a significant impact on the company’s operation; Appointing and dismissing an accounting firm to audit the company; The court ruled to prohibit the controlling shareholder from transferring its shares; More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship or trust, or their voting rights are restricted according to law; 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.
Article 7 when the important events listed in the preceding article occur, the materials to be provided by the person responsible for the internal report of major information include but are not limited to:
(I) internal report of major information, including the causes of important events, basic information of all parties, contents of important events, impact on the operation of the company, etc;
(II) letter of agreement or letter of intent involved in important matters (if any);
(III) government approvals or legal documents involved in important matters (if any);
(IV) opinions issued by intermediary institutions on important matters (if any).
Chapter III Reporting Standards of major information
Article 8 the reporting obligor shall timely report to the company at any of the following time points (considering that the company may need to make information disclosure, here “timely” refers to the date of issuance, the starting date or the date of disclosure in the Listing Rules of the science and innovation board, no later than 13:00 p.m. of the next natural day, within 24 hours in principle, the same below):
(I) know or ought to know that the matter requires the approval procedures of the board of directors and the board of supervisors of the company; (II) when the parties concerned sign a letter of intent or agreement on the material information (whether with or without conditions or time limit);
(III) any director, supervisor or senior manager knows or should know the material information; (IV) other circumstances recognized by the Shanghai Stock Exchange or the company.
Article 9 If a major transaction (except the provision of external guarantee) meets one of the following standards, it shall be reported in time:
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
(II) the transaction amount of the transaction (including the debts and expenses undertaken, the transaction arrangement involves the consideration that may be paid or received in the future, does not involve the specific amount or the amount determined according to the set conditions, and the expected maximum amount is the transaction amount) accounts for more than 10% of the market value of the company;
(III) the net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 10% of the market value of the listed company;
(IV) 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;
(V) the profit generated from the transaction accounts for 10% of the audited net profit of the company in the latest fiscal year
And the amount exceeds 1 million yuan;
(VI) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited net profit of the company in the latest accounting year, and the amount exceeds 1 million yuan;
(VII) the total assets or transaction amount involved in the purchase or sale of assets exceeds 30% of the company’s total assets audited in the latest period within 12 consecutive months;
(VIII) transactions within the daily business scope of the company meet one of the following standards:
1. The transaction amount accounts for more than 50% of the latest audited total assets of the listed company, and the absolute amount exceeds 100 million yuan;
2. The transaction amount accounts for more than 50% of the audited operating revenue or operating cost of the listed company in the latest fiscal year, and exceeds 100 million yuan;
3. The total profit expected from the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and more than 5 million yuan;
4. Other transactions that may have a significant impact on the assets, liabilities, equity and operating results of the listed company.
In case of external guarantee, regardless of the amount, it shall be reported in time before the signing of the guarantee contract, the performance of the examination and approval procedures or the occurrence of guarantee facts. In case of serious deterioration of the operation status of the guaranteed person or major information such as dissolution and division of the company, it shall also be reported in time.
If the company has equity transactions, directly or indirectly waives the preemptive transfer right or capital increase right of the equity of the holding subsidiary, resulting in changes in the scope of the consolidated statements, the relevant financial indicators of the company corresponding to the equity shall be taken as the calculation basis; The company’s equity transaction, partial waiver of the preemptive transfer right or capital increase right of the equity of holding subsidiaries or participating subsidiaries, does not lead to the change of the scope of the consolidated statements, but the company’s shareholding ratio changes, the relevant financial indicators shall be calculated according to the change ratio of the equity held by the company; When providing financial assistance, the company shall take the transaction amount as the transaction amount; If the company has entrusted financial management for 12 consecutive months, the transaction volume shall be the maximum balance in that period; If the company has a transaction of leased assets or assets under entrusted management, it shall be calculated on the basis of rent or income; Where a company leases assets or entrusts others to manage assets, the calculation shall be based on the total assets, rental income or management fee.
When the company and the same trading party have transactions of the same category and in the opposite direction at the same time, it shall be calculated according to the one-way amount.
Where a company conducts transactions in installments, it shall disclose on the basis of the total amount of transactions, and shall disclose the actual occurrence of installment transactions in a timely manner.
Article 10 if the amount of related party transactions reaches one of the following standards, it shall be reported in time:
(I) related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons (except for the guarantee provided by the company);
(II) transactions with affiliated legal persons that account for more than 0.1% of the latest audited total assets or market value of the listed company (except for the guarantee provided by the company), and exceed 3 million yuan..
The provision of “financial assistance” or “entrusted financial management” to related parties shall be calculated cumulatively within 12 consecutive months with the amount incurred as the calculation standard of disclosure. Any guarantee provided by the company for related parties, regardless of the amount, shall be disclosed in time after being deliberated and approved by the board of directors and submitted to the general meeting of shareholders for deliberation. Unless otherwise specified in the Listing Rules of the science and innovation board and the business rules of the Shanghai Stock Exchange, such as providing guarantee and entrusted financial management, when conducting transactions of the same category and related to the subject matter specified above, the above reporting standards for major transactions shall be applied in accordance with the principle of cumulative calculation for 12 consecutive months. Those who have fulfilled relevant reporting obligations in accordance with the above major transaction reporting standards will not be included in the relevant cumulative calculation scope.
When the company conducts other related party transactions other than “external guarantee”, “providing financial assistance” and “entrusted financial management”, it has transactions with the same related person (including those directly or indirectly controlled by the same legal person or other organization or natural person, or there is a shareholding control relationship with each other; and the legal person or other organization in which the same related natural person acts as a director or senior manager) For transactions related to the category of the subject matter of transactions with different connected persons, the above reporting standards shall apply in accordance with the principle of cumulative calculation within 12 consecutive months. If the guarantee provided by the company to its affiliates or shareholders less than 5%, or the guarantee provided by its affiliates for the company, regardless of the amount, it shall be reported before the signing of the guarantee contract, the performance of the approval procedures or the occurrence of the guarantee facts. If it is found that the business condition of the guaranteed affiliated person has seriously deteriorated or major information such as dissolution and division of the company has occurred, it shall also be reported in time.
Article 11 major risk events, major changes, other events and progress items shall also be reported in time. The situations requiring special attention include but are not limited to:
