Jahen Household Products Co.Ltd(300955) major information internal reporting system
Revised in April 2002
Jahen Household Products Co.Ltd(300955)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to strengthen the information disclosure of Jahen Household Products Co.Ltd(300955) (hereinafter referred to as “the company”), ensure the rapid transmission, collection and effective management of major information within the company, obtain information timely, accurately and completely, fulfill the obligation of information disclosure, and safeguard the legitimate rights and interests of investors, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other relevant laws and regulations This system is hereby formulated in accordance with the normative documents and the Jahen Household Products Co.Ltd(300955) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the major information mentioned in this system refers to the unpublished information that occurs or will occur in the production and operation activities of the company, which will affect the investment orientation of public investors, or has or may have a great impact on the trading price of the company’s shares and derivatives.
Article 3 the reporting obligors mentioned in this system include:
1. Actual controllers, controlling shareholders, shareholders holding more than 5% shares of the company and persons acting in concert;
2. Directors, supervisors and senior managers of the company;
3. Heads of departments, subsidiaries and branches of the company;
4. Directors, supervisors and senior managers of the company’s participating subsidiaries;
5. All departments of the company and other persons who may know the company’s major information.
Article 4 this system is applicable to the company, wholly-owned subsidiaries, holding subsidiaries and joint-stock companies.
Chapter II General Provisions
Article 5 the board of directors of the company is the management organization of the company’s major information.
Article 6 the Securities Affairs Department of the company is the permanent comprehensive office of the board of directors, and the person in charge is the Secretary of the board of directors. Authorized by the board of directors, the securities affairs department is responsible for the management of the company’s major information and external information disclosure. Article 7 the reporting obligor is the first person responsible for internal reporting of material information (hereinafter referred to as “the first person responsible for reporting”), and has the obligation to urge the internal information collection and sorting of the department or unit, as well as the obligation to report the material information known within its scope of authority to the securities affairs department. The person in charge of each department of the company and the holding subsidiary of the company may designate a person familiar with relevant businesses and regulations to act as the contact person for the internal report of major information and report it to the Securities Affairs Department of the company. In case of any situation specified in Chapter III of this system, the reporting obligor shall report relevant information to the Securities Affairs Department of the company within 2 working days and cooperate with the securities affairs department to complete various matters of information disclosure.
Article 8 reporting obligors and insiders who come into contact with the information to be disclosed by the company due to their working relationship shall have the obligation of confidentiality before the information is disclosed.
Chapter III Scope of major information
Article 9 major information of the company includes but is not limited to the following contents and continuous change process of the company and its subordinate branches or wholly-owned subsidiaries, holding subsidiaries and participating subsidiaries:
(I) matters to be submitted to the board of directors and the board of supervisors of the company for deliberation; Matters on which each subsidiary holds the board of directors, the board of supervisors, the shareholders’ meeting and the shareholders’ general meeting (including the notice of changing the holding date) and makes resolutions;
(II) the following major transactions have occurred or are planned to occur in each department or subsidiary of the company, including:
1. Purchase or sale of assets (excluding the purchase of raw materials, fuel and power, sales of products and other assets related to daily operation, but should be included if the purchase and sale of such assets are involved in asset replacement); 2. Foreign investment (including entrusted operation, stock, bond, fund and dividend insurance investment) and major investment within the company;
3. Provide financial assistance;
4. Provide guarantee;
5. Reorganization of creditor’s rights or debts;
6. Leased in or leased out assets;
7. Sign management contracts (including entrusted operation, entrusted operation, etc.);
8. Transfer of research or development projects;
9. Sign the license agreement;
10. Donated or donated assets;
11. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
12. Other transactions recognized by Shenzhen Stock Exchange.
If the above transactions of the company meet one of the following standards, they shall be disclosed 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 company’s audited main business income 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 1 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 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. When the company and the same trading party have two transactions in opposite directions at the same time (except for foreign investment, providing financial assistance and providing guarantee), the higher of the transaction indicators in one direction shall be taken as the calculation standard.
Similar transactions related to the subject matter of transactions that occur within 12 months shall be applied in accordance with the principle of cumulative calculation. Those who have fulfilled their reporting obligations in accordance with the provisions will not be included in the relevant cumulative calculation scope. All transactions related to the subscript of the same transaction category shall be calculated cumulatively for 12 consecutive months.
(III) related party transactions
1. Sign the transaction matters specified in Item (II);
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;
(IV) if the related party transaction 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. Related party transactions between the company and 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.
3. If the company has related party transactions with directors, supervisors, senior managers and their spouses, it shall report in advance and pass the relevant examination and approval procedures of the company.
(V) other major events
1. Major litigation and arbitration involving an amount of more than 10% of the absolute value of the company’s latest audited net assets and an absolute amount of more than 5 million yuan; If the cumulative amount involved in litigation and arbitration matters occurring within 12 consecutive months reaches the above standards, the provisions of this article shall apply. Those who have fulfilled relevant obligations in accordance with the above provisions will not be included in the cumulative calculation scope.
2. Change the investment project of raised funds;
3. Revision of performance forecast and profit forecast;
4. Profit distribution and conversion of capital reserve into share capital;
5. Abnormal fluctuation and clarification of stock trading;
6. Major issues involved in convertible corporate bonds;
7. The company’s securities issuance, repurchase, equity incentive plan and other related matters;
8. Commitments of the company and its shareholders.
(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. Liability for major breach of contract or large amount of compensation that may be borne 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 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 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 subject to major administrative and criminal penalties; 12. 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 and are unable to perform their duties;
13. 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 and accounting estimates;
4. The board of Directors approves the issuance of new shares or other refinancing schemes;
5. The issuance examination committee of the CSRC shall put forward corresponding examination opinions on the company’s application for issuing new shares or other refinancing;
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, sales methods, major suppliers or customers, etc.);
9. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
10. Newly promulgated laws, administrative regulations, departmental rules and policies may have a significant impact on the company’s operation;
11. Appoint and dismiss an accounting firm as the auditor of the company;
12. The court ruled to prohibit the controlling shareholder from transferring its shares;
13. 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;
14. Other circumstances recognized by Shenzhen Stock Exchange or the company.
Article 10 if the controlling shareholder of the company and the shareholder holding more than 5% of the shares of the company sell or transfer their shares in the secondary market by agreement after the shares are listed and unblocked, the shareholder shall report the matters of the sale or transfer of shares in the secondary market to the securities affairs department of the company in time. If the shares are transferred by agreement, the shareholder shall continuously report the share transfer process to the company.
Article 11 in case of pledge, freezing, auction, trusteeship or trust of the company’s shares held by the controlling shareholder of the company and the shareholder holding more than 5% of the company’s shares, the shareholder shall timely report the relevant information to the Securities Affairs Department of the company.
Article 12 the directors, supervisors, senior managers and their immediate family members of the company shall inform the Secretary of the board of directors of their trading plans in writing in advance before buying and selling the company’s shares and their derivatives. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major matters. If there may be improper trading behavior, the Secretary of the board of directors shall timely notify the directors who intend to buy and sell in writing Supervisors and senior managers, and prompt relevant risks.
Chapter IV major information reporting procedures and management
Article 13 the reporting obligor shall report relevant information to the Securities Affairs Department of the company as soon as it knows the internal material information described in this system.
Article 14 the forms of internal information report include but are not limited to:
(I) written form;
(II) telephone form;
(III) E-mail form;
(IV) oral form;
(V) meeting form.
The reporting obligor shall timely report the material information to the securities affairs department. When the securities affairs department deems it necessary, the reporting obligor shall submit further relevant documents within 2 working days.
Article 15 the reporting obligor shall report the relevant materials of material information in writing to the Securities Affairs Department of the company, including (but not limited to) agreements, contracts, government approvals, court rulings or judgments and briefings related to the information, opinions issued by intermediaries on important matters, etc.
Article 16 after receiving the major information report, the securities affairs department shall timely analyze and judge and report to the board of directors of the company. For matters involving the obligation of information disclosure, the securities affairs department shall timely put forward the information disclosure plan; For matters requiring the implementation of the deliberation procedures of the meeting, the notice of the interim meeting shall be sent to all directors, supervisors and shareholders in time in accordance with the provisions of the articles of association.
Article 17 the Securities Affairs Department of the company shall, according to the actual situation and the requirements of the company’s investor relations management system, organize the relevant parties of the company to communicate, exchange or clarify the material information concerned by the investors and non mandatory information disclosure.
Article 18 the securities affairs department is responsible for answering the inquiries (questions) of public investors, institutional investors and news media, collecting and sorting out the company’s daily information, managing and supervising the information disclosure, performing the responsibility of reporting to the board of directors, reviewing the compliance of relevant information and disclosing it to the public.
Article 19 without the authorization of the chairman of the board of directors or the board of directors, all departments, holding subsidiaries and other information insiders of the company shall not disclose information on behalf of the company.
Article 20 in case of failure to report major internal information in time or failure to report, the company will investigate the responsibility of the first responsible person and other personnel with reporting obligations. In case of violation of information disclosure, the relevant personnel with reporting obligations shall bear the responsibility. In case of serious impact or loss to the company, the responsible personnel shall be subject to sanctions such as criticism, warning, demotion and salary reduction, economic fine and dismissal according to the seriousness of the circumstances. If it causes serious losses to the company and constitutes a crime, it will be transferred to the judicial organ for criminal responsibility according to law. Chapter V supplementary provisions
Article 21 The term “more than” in this system includes the number and “more than” does not include the number.
Article 22 matters not covered in these Rules shall be handled in accordance with relevant national laws, regulations and normative documents
