Article 1 in order to standardize the management of major event reporting of Guangxi Guiguan Electric Power Co.Ltd(600236) (hereinafter referred to as “the company”), clarify the collection, reporting and management measures of major events of all departments, holding companies, joint-stock companies and branches of the company, and ensure the timely, accurate, comprehensive and complete disclosure of information by the company, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China This system is hereby formulated in accordance with the provisions of the Listing Rules of Shanghai Stock Exchange, other relevant laws, regulations, normative documents and Guangxi Guiguan Electric Power Co.Ltd(600236) articles of association and in combination with the actual situation of the company.
Article 2 this system is applicable to the company and its holding and participating subsidiaries and branches.
Article 3 the company’s major event reporting system refers to the system that may have a great impact on the trading price of the company’s shares and their derivatives. When it may occur, will occur or is happening, the relevant personnel of the company’s departments, branches and holding or participating subsidiaries who have the reporting obligation in accordance with the relevant provisions of this system shall timely report the relevant matters to the board of directors and the chairman of the company.
Article 4 the reporting obligors of major events of the company include:
(I) general manager, deputy general manager, other senior managers and heads of departments and branches of the company;
(II) chairman, general manager, financial director and Secretary of the board of directors of the company’s holding subsidiaries;
(III) directors, general managers, financial directors and Secretary of the board of directors of the company’s joint-stock companies;
(IV) controlling shareholders and actual controllers of the company;
(V) other shareholders holding more than 5% of the company’s shares.
Article 5 all branches, holding or participating subsidiaries of the company shall formulate corresponding regulations with reference to the system and designate special personnel as the reporter of major events to ensure timely and complete reporting to the board of directors and chairman of the company; Ensure that the board of directors of the company understands, knows and grasps major matters in a timely manner. The reporting obligors of all units shall be jointly and severally liable for the reporting of major events of their own units.
Article 6 the company’s directors, supervisors, Secretary of the board of directors, other senior managers and personnel who know major matters due to work relationship shall have the obligation of confidentiality before the public disclosure of major information matters of the company.
Article 7 when the following situations occur or are about to occur in each department, branch, holding or participating subsidiary of the company, the person responsible for reporting shall report to the Secretary of the board of directors of the company in a timely, accurate, true and complete manner. Specifically include:
(I) resolutions of the board of directors;
(II) resolutions of the board of supervisors;
(III) Notice of convening shareholders’ meeting (general meeting of shareholders) or changing the date of convening; (IV) resolutions of the shareholders’ meeting (general meeting of shareholders);
(V) statements, opinions and reports of independent directors;
(VI) transactions to be reported, including but not limited to:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.) and major investment within the company;
3. Provide financial assistance (including interest bearing or interest free loans, entrusted loans, etc.); 4. Provide guarantee (including guarantee for holding subsidiaries);
5. Leased in or leased out assets;
6. Entrusted or entrusted management of assets and businesses;
7. Donated or donated assets;
8. Reorganization of creditor’s rights and debts;
9. Sign the license agreement;
10. Transfer or transfer of R & D projects;
11. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.); 12. Other transactions recognized by Shanghai Stock Exchange.
(VII) related party transactions to be reported include but are not limited to:
1. Purchase of raw materials, fuel and power;
2. Selling products and commodities;
3. Providing or receiving labor services;
4. Entrusted or entrusted sales;
5. Joint investment with related parties;
6. Other matters that may lead to the transfer of resources or obligations through agreement.
(VIII) major litigation and arbitration matters involving a total amount of more than 5% of the absolute value of the company’s latest audited net assets;
(IX) the company’s performance forecast and the revision of performance forecast;
(x) profit distribution and conversion of capital reserve into share capital of the company;
（11） Abnormal fluctuations of the company’s shares and clarifications;
（12） One of the following situations makes the company face major risks: 1 Suffer heavy losses;
2. The major debts due are not paid off or the 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 resolutions of the general meeting of shareholders and the board of directors are revoked by the court according to law;
6. The company enters bankruptcy proceedings, decides to dissolve or is ordered to close down by the competent authority according to law;
7. The company is expected to be insolvent (generally means that the net assets are negative);
8. The main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for the corresponding creditor’s rights;
9. The main assets are sealed up, seized, frozen or mortgaged or pledged; 10. Major or all businesses come to a standstill;
11. The company is investigated by the competent authority for suspected violation of laws and regulations, or is subject to major administrative and criminal penalties;
12. The chairman or general manager is unable to perform his duties or is investigated by the competent authority for suspected violation of law and discipline;
13. Other major risks identified by Shanghai Stock Exchange or the company.
（13） The company changes the company name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number;
（14） Major changes in business policies and business scope;
（15） Changing accounting policies or accounting estimates;
（16） The major shareholder or actual controller has changed or intends to change; （17） The chairman, general manager, independent directors or more than one-third of the directors propose to resign or change, and the chairman or general manager is unable to perform his duties.
（18） Major changes in production and operation or production environment (including major changes in product prices, raw material purchase prices and methods); （19） The conclusion of important contracts related to production and operation may have a significant impact on the operation of the company;
（20） Newly promulgated laws, regulations, rules and policies may have a significant impact on the company’s operation;
（21） Appointing or dismissing an accounting firm to audit the company; （22） The court ruled to prohibit the major shareholders of the company from transferring their shares of the company;
（23） More than 5% of the shares of the company held by any shareholder in Article 4. The situation of holding shares or controlling the company has changed greatly; The actual controller and other enterprises under his control have changed greatly in the same or similar business as the company;
（24） 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;
（25） Other circumstances recognized by Shanghai Stock Exchange or the company.
Article 8 all departments, branches and holding or participating subsidiaries of the company shall report the progress of major information matters to the Secretary of the board of directors in accordance with the following provisions:
(I) if the responsible person’s meeting, the manager’s office meeting, the board of directors, the board of supervisors and the shareholders’ meeting (shareholders’ meeting) make resolutions on major matters, they shall report the resolutions in time;
(II) if the company signs a letter of intent, agreement or contract with relevant parties on major disclosed matters, it shall timely report the main contents of the letter of intent, agreement or contract;
If the content or performance of the above letter of intent, agreement or contract is significantly changed or terminated, the situation and reasons for the change, dissolution or termination shall be reported in time;
(III) if major matters are approved or rejected by relevant departments, the approval or rejection shall be reported in time;
(IV) in case of overdue payment for major events, the reasons for overdue payment and relevant payment arrangements shall be reported in time;
(V) if a major event involves the main subject matter to be delivered or transferred, the relevant delivery or transfer shall be reported in time; If the delivery or transfer of ownership is not completed within three months after the agreed delivery or transfer period, the reason for the delay, progress and expected completion time shall be reported in time, and the progress shall be reported every 30 days thereafter until the delivery or transfer is completed;
(VI) in case of any other progress or change in a major event that may have a great impact on the trading price of the company’s shares and derivatives, the progress or change of the event shall be reported in time.
Article 9 all departments, branches and holding or participating subsidiaries of the company shall report in time if the transactions involved meet one of the following standards:
(I) the total assets involved in the transaction (if there are book value and evaluation value at the same time, the higher one shall prevail) account for more than 10% of the total audited assets of the listed company in the latest period;
(II) the transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
(III) 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 1 million yuan;
(IV) the main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited main business income of the listed company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(V) 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 listed company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation. Transactions such as “providing financial assistance”, “providing guarantee” and “entrusted financial management” shall take the amount incurred as the calculation standard and be calculated cumulatively within 12 consecutive months according to the transaction type.
Article 10 all departments, branches and holding or participating subsidiaries of the company shall report in time when the related party transactions involved meet the following standards;
(I) related party transactions with related natural persons of the company with a transaction amount of more than 300000 yuan;
(II) related party transactions with the company’s affiliated legal person with a transaction amount of more than 3 million and accounting for more than 0.5% of the absolute value of the latest audited net assets of the listed company.
Article 11 the relevant personnel who are obliged to report in accordance with the provisions of this system shall notify the Secretary of the board of directors of the company of the relevant information by telephone, fax or e-mail on the day when they know the major matters mentioned in Chapter III of this system, and submit the original written documents related to the major matters to the Secretary of the board of directors of the company at the same time.
Article 12 the Secretary of the board of directors of the company shall analyze and judge the major internal matters reported in accordance with laws, regulations, the rules for the listing of shares of Shanghai Stock Exchange and other normative documents and the relevant provisions of the articles of association. The Secretary of the board of directors of the company shall timely report the matters requiring the company to perform the obligation of disclosure to the board of directors and the board of supervisors of the company, request the board of directors of the company and the holding and participating companies to perform corresponding procedures, and make public disclosure in accordance with relevant regulations.
Article 13 the general manager of the company, the heads of departments, the heads of branches, the chairman and general manager of the company’s holding subsidiaries, the directors, supervisors, chief financial officer and other senior managers of the company’s participating subsidiaries and other major event reporting obligors shall have the obligation to urge the internal information collection and sorting of their own departments or units.
Article 14 all departments, branches and holding or participating subsidiaries of the company shall strictly abide by the provisions of this system. If the above-mentioned items that should be reported fail to be reported in time, the company will investigate the responsibility of the reporting obligor; If the company has caused adverse effects to the company, the company will give the relevant responsible person criticism, warning, economic punishment and dismissal according to the circumstances, until the legal responsibility is investigated.
Article 15 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association.
Article 16 the system shall be formulated and interpreted by the board of directors of the company.
Article 17 this system shall come into force from the date of adoption by the board of directors of the company. If the relevant provisions of this system conflict with the relevant laws, regulations and rules promulgated or revised in the future and the articles of association revised according to the legal procedures, it shall be implemented in accordance with the provisions of relevant laws, regulations, rules and the articles of association, and the board of directors shall revise this system in a timely manner.
