Estun Automation Co.Ltd(002747)
Internal reporting system of major information
(March 2022)
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Estun Automation Co.Ltd(002747) (hereinafter referred to as “the company”), clarify the responsibilities and procedures of internal reporting of major information of all departments, holding subsidiaries and relevant personnel of the company, and ensure the timely, true, accurate and complete disclosure of information of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This system is formulated in combination with the actual situation of the company, in accordance with the provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the 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 laws, regulations and normative documents, as well as the provisions of the Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the internal reporting system of the company’s major information 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 company’s stock trading price specified in Chapter II of this system (hereinafter referred to as “the company’s major information”), the units, departments and personnel who are obliged to report the relevant information to the competent leaders and the Secretary of the board of directors at the first time.
Article 3 the holding subsidiary of the company shall also fulfill the relevant reporting obligations in case of major information mentioned in Chapter II of this system.
Article 4 the principal of each department and holding subsidiary of the company is the major information reporter who undertakes the reporting obligation; The company shall confirm the major information reporter who undertakes the reporting obligation from the directors, supervisors or senior managers appointed by the company to each holding subsidiary. The reporter of such major information has the obligation to report the major information known within his authority to the competent leaders and the Secretary of the board of directors of the company, and is responsible for the collection, sorting and reporting of information.
The Secretary of the board of directors may, according to the needs of information disclosure, require the material information reporter to provide or supplement the materials it needs, and the material information reporter shall cooperate.
Article 5 the office of the board of directors of the company shall designate a special person to sort out and properly keep the reported information and materials.
Article 6 the Secretary of the board of directors of the company shall, in accordance with laws, regulations, departmental rules and other normative documents as well as the relevant provisions of the articles of association, analyze and judge the major information reported and decide on its treatment. The Secretary of the board of directors shall timely report the matters requiring the company to perform the disclosure obligations to the board of directors and the board of supervisors of the company, request the board of directors and the board of supervisors of the company to perform the corresponding procedures, and perform the corresponding information disclosure obligations in accordance with the information disclosure management system.
Article 7 before the disclosure of the company’s material information, the material information reporter shall keep the insiders of the information to a minimum, shall not disclose the company’s material information, shall not use the information for insider trading or cooperate with others to manipulate the trading price of securities and their derivatives.
Chapter II Scope of major information
Article 8 the major information referred to in this system refers to the information that may or has had a great impact on the trading price of listed companies’ shares and their derivatives, including the following information:
(I) information related to the company’s performance, profit distribution and other matters, such as financial performance, profit forecast, profit distribution and conversion of capital reserve into share capital;
(II) information related to the company’s acquisition and merger, asset reorganization and other matters;
(III) information related to the company’s stock issuance, repurchase, equity incentive plan and other matters;
(IV) information related to the company’s business matters, such as the development of new products and inventions, the conclusion of major business plans in the future, the approval of patents and government departments, and the signing of major contracts;
(V) information related to major litigation and arbitration matters of the company;
(VI) information related to transactions and related party transactions that should be disclosed;
(VII) relevant information on other matters to be disclosed as stipulated in relevant laws, regulations and normative documents. Article 9 when the major information specified in this chapter appears, the relevant reporter shall timely, accurately, truly and completely report the relevant information to the board of directors through the Secretary of the board of directors.
Article 10 reportable transactions
(I) “transaction” includes the following items:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, entrusted loans, etc.) and major investment activities within the company;
3. Provide financial assistance;
4. Provide guarantee (except counter guarantee);
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 and debts;
9. Sign the license agreement;
10. Transfer of research and development projects;
11. Other transactions identified by the Secretary of the board of directors.
The above purchase or sale of assets does not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other asset purchases or sales related to daily operation, but such asset purchases or sales involved in asset replacement are still included.
(II) if the transaction mentioned in paragraph (I) of this article (except the provision of guarantee) meets one of the following criteria, it shall be reported in time:
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 evaluated 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 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;
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 listed 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. (III) precautions for the application of the standard in paragraph (II) of this article:
1. If the amount involved in the index mentioned in paragraph (II) of this article is negative, its absolute value shall be taken for calculation.
2. When the company and the same trading party have two related transactions in opposite directions other than items 2 to 4 of paragraph (I) of this article at the same time, the reporting standard shall be calculated according to the higher of the transaction indicators in one direction.
3. If the company invests abroad to establish a company and pays the capital contribution in installments in accordance with the company law, the reporting standard shall be the total capital contribution agreed in the agreement.
4. The company shall perform the reporting obligation for the transaction of “providing guarantee”, regardless of the amount. If the guaranteed fails to fulfill the repayment obligation within 15 trading days after the maturity of the debt, or the guaranteed goes bankrupt, liquidates or other situations that seriously affect its repayment ability, the reporter shall report in time.
5. When the company conducts transactions such as “providing financial assistance” and “entrusted financial management”, it shall calculate the reporting standard based on the amount incurred, and calculate the reporting standard cumulatively within 12 consecutive months according to the transaction type. The amount that has fulfilled the reporting obligation in accordance with paragraph (II) of this article will not be included in the relevant cumulative calculation range.
6. When the company conducts transactions other than “providing guarantee”, “providing financial assistance” and “entrusted financial management”, it shall apply the provisions of paragraph (II) of this article to all transactions related to the bid under the same transaction category according to the principle of cumulative calculation within 12 consecutive months. The amount that has fulfilled the reporting obligation in accordance with paragraph (II) of this article will not be included in the relevant cumulative calculation range.
Article 11 related party transactions to be reported
(I) related party transactions to be reported include:
1. Transactions specified in Article 10 (I);
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. Other matters that may cause the transfer of resources or obligations through agreement.
(II) if the connected transaction mentioned in paragraph (I) of this article meets one of the following standards, it shall be reported in time: 1 Related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons;
2. The amount of transactions between the company and related legal persons is more than 3 million yuan, or accounts for more than 0.5% of the absolute value of the company’s latest audited net assets.
(III) precautions for the application of the standard in paragraph (II) of this article:
1. If the company provides guarantee for related parties, no matter the amount, it shall be reported.
2. If the company and its affiliates jointly contribute to the establishment of the company, the amount of capital contribution of the company shall be taken as the transaction amount, and the standards mentioned in paragraph (II) of this article shall apply.
3. When the company conducts connected transactions such as “providing financial assistance” and “entrusted financial management”, it shall take the amount incurred as the calculation standard of the report, and calculate it cumulatively within 12 consecutive months according to the transaction type, and the standards mentioned in paragraph (II) of this article shall apply. Those who have fulfilled their reporting obligations in accordance with paragraph (II) of this article will not be included in the relevant cumulative calculation scope.
4. When the company conducts other related party transactions other than those mentioned in the preceding paragraph, the standards mentioned in paragraph (II) of this article shall be applied to all transactions related to the subscript of the same transaction category in accordance with the principle of cumulative calculation within 12 consecutive months. Those who have fulfilled their reporting obligations in accordance with paragraph (II) of this article will not be included in the relevant cumulative calculation scope.
(IV) the identification of related parties mentioned in this article shall be carried out in accordance with the company’s related party transaction management system. Article 12 major litigation and arbitration matters involving more than 10 million yuan and accounting for more than 10% of the absolute value of the company’s latest audited net assets; Or litigation and arbitration matters that have occurred within 12 consecutive months and the accumulated amount involved has reached the above standards; Or securities dispute representative litigation. For litigation and arbitration matters that fail to meet the standards of the preceding paragraph or do not have a specific amount involved, the board of Directors considers that they may have a great impact on the trading price of the company’s shares and their derivatives based on the particularity of the case, or the stock exchange deems it necessary, as well as litigation involving the application for cancellation or invalidation of the resolutions of the general meeting of shareholders and the board of directors.
Those who have fulfilled their reporting obligations in accordance with the provisions of this article shall not be included in the scope of cumulative calculation.
Article 13 where it is expected that the annual business performance will be in the following circumstances, or after the disclosure of the performance forecast, it is expected that the current performance is significantly different from the disclosed performance forecast, the relevant reporter shall perform the reporting obligation in time:
(I) the net profit is negative;
(II) substantial changes in performance. Significant changes in performance generally refer to the increase or decrease of net profit by more than 50% compared with the same period of the previous year.
If the company expects the annual net profit to be negative and fails to forecast the annual performance in the report of the third quarter of the current year, or the completion of the expected annual performance is significantly different from the disclosed performance forecast, the relevant reporter shall also fulfill the reporting obligation in time. If there is a significant difference between the company’s expected earnings and the performance forecast in the reporting period, it shall be disclosed in a timely manner.
Article 14 in case of early disclosure of performance before the disclosure of the periodic report, or abnormal fluctuations in the trading of the company’s shares and their derivatives due to performance rumors, the relevant reporter shall timely report the relevant financial data (whether audited or not) to the Secretary of the board of directors, including operating revenue, operating profit, total profit, net profit, total assets, net assets, basic earnings per share Basic earnings per share and net assets per share after deducting non recurring profits and losses.
Article 15 in case of any event that causes abnormal fluctuations in the trading of the company’s shares, or any news spread by the public media that may or has had a great impact on the trading price of the company’s shares and their derivatives (hereinafter referred to as “rumors”), the relevant reporter shall perform the reporting obligation in a timely manner.
Article 16 in case of any of the following situations that expose the company to major risks, the relevant reporter shall perform the reporting obligation in time:
(I) major events specified in paragraph 2 of Article 80 of the securities law;
(II) the company is liable for large amount of compensation;
(III) the company makes provision for impairment of large assets;
(IV) the shareholders’ equity of the company is negative;
(V) the company’s main debtors are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
(VI) newly promulgated laws, administrative regulations, rules and industrial policies may have a significant impact on the company; (VII) the company carries out equity incentive, share repurchase, major asset restructuring, asset spin off or listing;
(VIII) 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, trust or voting rights are restricted according to law, or there is a risk of compulsory transfer of ownership;
(IX) major assets are sealed up, seized or frozen; Major bank accounts are frozen;
(x) the company is expected to suffer losses or significant changes in its operating performance;
（11） Major or all businesses come to a standstill;
（12） Obtain additional income that has a significant impact on the current profit and loss, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
（13） Appointing or dismissing an accounting firm to audit the company;
（14） Major independent changes in accounting policies and accounting estimates;
（15） Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（16） The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violation of laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major punishment by other competent authorities
