Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Internal reporting system of major information
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to strengthen and standardize the major information management of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”), further clarify the information collection and management responsibilities of all internal departments and holding subsidiaries of the company, and ensure the true, accurate, complete, timely and fair disclosure of information by 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 hereby formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of information disclosure of listed companies, the Listing Rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, as well as the Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the “articles of association”), the Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) information disclosure management system and other relevant provisions.
Article 2 the term “significant information” as mentioned in this system refers to all information that has a great impact on the trading price of the company’s shares and their derivatives, including but not limited to major event information, transaction information, related party transaction information, major operation and management information and other major event information. The internal reporting system of material information of the company refers to the system that when a situation or event occurs, occurs or is about to occur that may have a significant impact on the trading price of the company’s securities and their derivatives, the relevant personnel and institutions responsible for reporting according to the provisions of the system (hereinafter referred to as the “internal information reporting obligor”) shall report the relevant information to the chairman of the board and the Secretary of the board of directors within the time specified in the system.
Article 3 the term “internal information reporting obligor” as mentioned in this system includes:
（1） Directors, supervisors and senior managers of the company;
（2） Heads of functional departments, subsidiaries and branches of the company’s headquarters;
（3） The directors, supervisors and senior managers assigned by the company to the joint-stock company;
（4） Controlling shareholders and actual controllers of the company;
（5） Other shareholders holding more than 5% of the company’s shares;
（6） Responsible persons and departments designated by the above departments or units;
（7） Other persons who may know about major events of the company.
This system is applicable to the company (including all branches), subsidiaries (including wholly-owned subsidiaries and holding subsidiaries) and joint-stock companies; If national laws, regulations or normative documents require shareholders, actual controllers and other shareholders holding more than 5% of the company’s shares, the same applies.
Article 4 the Secretary of the board of directors of the company shall, according to the actual situation of the company, regularly communicate and train the reporting obligatory personnel in terms of corporate governance and information disclosure, so as to ensure the timely and accurate reporting of major information within the company. Chapter II Scope, reporting standard and reporting time point of major information article 5 the directors, supervisors and senior managers of the company shall report immediately in case of any of the following circumstances:
（1） Be subject to criminal punishment, be suspected of violating laws and regulations, be filed for investigation by the China Securities Regulatory Commission, or be subject to administrative punishment by the China Securities Regulatory Commission, or be subject to major administrative punishment by other competent authorities; Being suspected of violating laws and disciplines and being investigated or taken compulsory measures by the competent authorities; Being suspected of serious violations of law and discipline or job-related crimes, and being detained by the discipline inspection and supervision organ and affecting his performance of duties;
（2） Publicly condemned or criticized by Shanghai Stock Exchange;
（3） Being publicly recognized by Shanghai Stock Exchange as unfit to serve as directors, supervisors and senior managers of listed companies;
（4） I and my close relatives engage in similar business with the listed company, have business dealings or other creditor’s rights and debts with the listed company, and hold shares or other securities products of the company;
（5） Other directors, supervisors and senior managers of the company other than the chairman or general manager are unable to perform their duties normally for more than three months or are expected to do so due to physical and work arrangements;
（6） The directors, managers, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
（7） Other matters that the Company deems necessary to report according to the requirements of securities regulatory rules.
Article 6 the controlling shareholders, actual controllers and shareholders holding more than 5% of the shares of the company shall take the initiative to inform them on the day when any of the following circumstances occurs or is about to occur, and cooperate with the company to fulfill the obligation of information disclosure:
（1） More than 5% of the shares held by the company are pledged, frozen, judicial auction, trusteeship or trust, or voting rights are restricted according to law, or there is a risk of compulsory transfer;
（2） When the company’s shares are to be changed or changed, the change methods include but are not limited to centralized bidding, block trading, agreement transfer, free transfer, etc;
（3） The actual controller of the company and other enterprises under its control have undergone major changes in the same or similar business as the company;
（4） It plans to restructure the company’s major assets or business;
（5） The court ruled to prohibit the controlling shareholders of the company from transferring their shares in the company;
（6） Occurrence of commitments;
（7） Other matters that the Company deems necessary to report according to the requirements of securities regulatory rules. If the controlling shareholder or actual controller of the company changes or intends to change, the controlling shareholder of the company shall timely inform the chairman of the company and the Secretary of the board of directors after reaching an intention on the matter, and continue to report the process of change.
Article 7 the company, its subsidiaries and joint-stock companies shall timely report any of the following circumstances:
（1） Matters to be submitted to the board of directors, board of supervisors and general meeting of shareholders of the company and the unit for deliberation.
（2） The following major events that meet the standards specified in this system:
1. Major business contracts;
2. Major transactions;
3. Connected transactions;
4. Significant risks;
5. Major changes;
6. Other major matters.
Article 8 when the company, its subsidiaries and joint-stock companies intend to sign major daily business contracts (including conditional entry into force and option contracts) or receive the letter of acceptance, they shall timely report the key points of the contract when signing the contract:
（1） The contract amount accounts for more than 50% of the latest audited total assets of the company, and the absolute amount exceeds 500 million yuan;
（2） The contract amount accounts for more than 50% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 500 million yuan;
（3） Other contracts that may have a significant impact on the financial status and operating results of the unit. If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 9 the company, its subsidiaries and joint-stock companies shall report the following major transactions within the specified time limit when they meet the standards specified in this article:
（1） Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management, entrusted loans, etc.);
（3） Provide financial assistance;
（4） Provide guarantee;
（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 research and development projects;
（11） Other transactions to be reported identified by the company in accordance with the requirements of securities regulatory rules.
The above purchase or sale of assets does not include the purchase of raw materials, fuels and power, and the sale of products, commodities and other assets related to daily operation. However, the purchase or sale of such assets involved in asset replacement is still included.
Article 10 if the major transactions listed in Article 9 above (except the provision of guarantee) meet one of the following standards, they shall report to the Secretary of the board of directors of the company in time before signing the agreement:
（1） 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;
（2） The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
（3） 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 1 million yuan;
（4） 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;
（5） The net profit related to 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 1 million yuan.
（6） Other standards recognized by the company in accordance with the requirements of securities regulatory rules.
If the data involved in the above index calculation is negative, take its absolute value for calculation. When two related transactions in opposite directions other than items (II) to (IV) listed in Article 9 of the system occur simultaneously with the same transaction party, the above reporting standard shall be calculated according to the higher of the transaction indicators in a single direction. If the subject matter of the transaction is the company’s equity, and the purchase or sale of the equity will change the scope of the company’s consolidated statements, the above reporting standards shall apply to all the total assets and operating income of the company corresponding to the equity. Where a company is established by investment and the capital contribution can be fully paid in installments in accordance with Article 26 or Article 81 of the company law, it shall be calculated based on the total capital contribution agreed in the agreement, and the above reporting standards shall apply.
When conducting transactions such as “providing financial assistance” and “entrusted financial management”, the amount incurred shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the transaction type. When conducting transactions other than “providing guarantee”, “providing financial assistance” and “entrusted financial management”, the above reporting standards shall be applied to all transactions related to the subscript of the same transaction category according to the principle of cumulative calculation within 12 consecutive months.
In the event of a “purchase or sale of assets” transaction, regardless of whether the subject matter of the transaction is related or not, if the total amount of assets or transaction amount involved exceeds 30% of the company’s latest audited total assets within 12 consecutive months, it shall be reported in time. In case of “providing guarantee” transaction (including the company providing guarantee for subsidiaries), it shall be reported in time. 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, it shall be submitted in time.
Article 11 related party transactions between the company and its subsidiaries refer to the transfer of resources or obligations between the company, its subsidiaries and its affiliates, including the following transactions:
（1） Provisions of Article 9 on transaction matters;
（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） Deposits and loans with related party financial companies;
（7） Joint investment with related parties;
（8） Other matters that may lead to the transfer of resources or obligations through agreement.
Article 12 when the transactions between the company, its subsidiaries and its affiliates meet the following standards, they shall be reported before the transaction occurs:
（1） Connected transactions with connected natural persons with a transaction amount of more than 300000 yuan; （2） Related party transactions with related legal persons 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 (except for the guarantee provided by the company). If a guarantee is provided for a related party, it shall be reported in time regardless of the amount. Where a company is established by joint capital contribution with related parties, the amount of capital contribution of the company shall be taken as the transaction amount, and the above reporting provisions shall apply. When conducting connected transactions such as “providing financial assistance” and “entrusted financial management”, the amount shall be taken as the calculation standard of disclosure, and shall be calculated cumulatively within 12 consecutive months according to the transaction type. Other connected transactions shall be calculated cumulatively within 12 consecutive months in accordance with the following standards:
1. Transactions with the same related party;
2. Transactions related to the category of the subject matter of transactions with different related parties.
The same related person mentioned above includes the legal person or other organization with which the related person is directly or indirectly controlled by the same legal person or other organization or natural person, or has equity control relationship with each other, and the same related natural person acts as a director or senior manager. Before disclosing the report of the previous year, the financial department of the company shall reasonably predict the total amount of daily connected transactions of the company and its subsidiaries in the current year by category, implement it after performing the decision-making procedures as required, and timely collect the actual amount of daily connected transactions. When the annual amount of daily connected transactions is expected to exceed the total amount approved, the financial department shall report in time before exceeding, summarize the expected situation of new daily connected transactions, and perform the decision-making procedure again. The securities management center of the company shall prepare the “list of related parties” of the company in accordance with the provisions of the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange and update it in a timely manner.
Article 13 the following major litigation and arbitration matters of the company, its subsidiaries and joint-stock companies shall be reported in time:
（1） 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;
（2） Litigation and arbitration matters that may cause profits and losses to reach 10% of the audited net profit of the company in the latest fiscal year and the absolute amount exceeds 1 million yuan;
（3） Litigation and arbitration matters that fail to meet the above standards or have no specific amount involved, but may have a significant impact on the trading price of the company’s securities and their derivatives;
（4） A lawsuit in which a resolution of the shareholders’ meeting or the board of directors is applied for cancellation or annulment.
The legal department of the company shall timely summarize and count the litigation and arbitration of the company and its subsidiaries. If the amount involved in a single litigation or arbitration fails to meet the above standards, but the cumulative amount for 12 consecutive months reaches the above amount, it shall be submitted in time.
Article 14 the company, its subsidiaries and joint-stock companies shall timely report the following major risk situations:
（1） It is expected that the operating performance will change significantly;
（2） Major losses or losses
