Hc Semitek Corporation(300323)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to strengthen the management of the internal reporting of material information of Hc Semitek Corporation(300323) (hereinafter referred to as "the company") and ensure the timely and fair disclosure of all information that may have a great impact on the trading price of the securities issued by the company, according to the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") This system is formulated in accordance with the provisions of Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as GEM Listing Rules), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies (hereinafter referred to as the standardized operation of GEM listed companies), relevant laws, regulations, normative documents and articles of association, and in combination with the actual situation of the company.
Article 2 the "significant information" mentioned in this system refers to the unpublished information that occurs or will occur in the production and operation activities of the company, will affect the investment orientation of public investors, or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 internal reporting system of material information refers to the system that when a situation or event that may have a great impact on the trading price of the company's shares and their derivatives occurs or will occur, the information reporting obligor shall timely inform the chairman of the board of directors and the Secretary of the board of directors of the relevant information, so as to ensure that the material information is timely, true, accurate, complete, and free of false, seriously misleading statements or major omissions.
Article 4 this system is applicable to the company and its departments, wholly-owned subsidiaries and holding subsidiaries. The information reporting obligors mentioned in this system refer to the relevant personnel or companies who have reporting obligations in accordance with this system, including:
(I) directors, supervisors, senior managers and heads of departments of the company;
(II) main principals of wholly-owned subsidiaries and holding subsidiaries of the company;
(III) other personnel who may know about major events.
Article 5 shareholders holding more than 5% of the shares of the company, their persons acting in concert and the actual controllers of the company shall also timely inform the chairman of the board of directors and the Secretary of the board of directors of the company when major events related to the company occur or are about to occur in accordance with relevant regulations and the system, and fulfill the obligation of major information reporting.
Article 6 the information reporting obligors have the obligation to report to the chairman of the company and the Secretary of the board of directors the internal major information of the company's major information reporting system known within their terms of reference, actively cooperate with the Secretary of the board of directors in information disclosure, timely and continuously report the occurrence and progress of major information, and bear the responsibility for the authenticity, accuracy and integrity of the information provided.
Article 7 an information reporting obligor shall have the obligation of confidentiality before the information is publicly disclosed.
Article 8 the Secretary of the board of directors of the company shall, according to the actual situation of the company, regularly communicate and train the relevant personnel with major information reporting obligations in terms of corporate governance and information disclosure, so as to ensure the timeliness and accuracy of major information reporting within the company.
Chapter II General Provisions
Article 9 the Securities Affairs Department of the company is the management organization of the company's major information.
Article 10 the Securities Affairs Department of the company is responsible for the management of the company's major information and the disclosure of external information, including the regular reports and interim reports that the company should disclose. The person in charge of the Securities Affairs Department of the company is the Secretary of the board of directors.
Article 11 the internal report and external disclosure of major information shall be under the unified leadership and management of the Secretary of the board of directors of the company:
(I) the chairman is the first responsible person for information disclosure;
(II) the Secretary of the board of directors is responsible for the specific work of external disclosure of internal information according to regulations and is the person directly responsible for information disclosure;
(III) the securities affairs department is the daily work department for internal information collection and external disclosure;
(IV) all directors, supervisors, senior managers, main principals of all departments, wholly-owned subsidiaries and holding subsidiaries are the first responsible person to fulfill the obligation of internal information reporting;
(V) shareholders holding more than 5% of the company's shares and their persons acting in concert and actual controllers are the first responsible persons for fulfilling the obligation of internal information disclosure.
Article 12 the Secretary of a wholly-owned company or any subsidiary company shall not disclose any information to the outside without the approval of the board of directors. If relevant departments of the company Draft Internal publications, internal communications and external publicity documents, the first draft shall be submitted to the Secretary of the board of directors for review before finalizing and publishing. It is prohibited to disclose undisclosed major information of the company in publicity documents.
Article 13 the specific responsibilities of the Secretary of the board of directors in the internal transmission of information are as follows:
(I) be responsible for drafting the information disclosure system, coordinating and organizing the transmission of internal information, contacting all information reporting obligors, collecting, analyzing and judging the internal information, and determining the handling method;
(II) be responsible for reporting to the chairman of the board of directors, the board of directors and the board of supervisors on matters requiring disclosure obligations, submitting them to the board of directors, the board of supervisors and the general meeting of shareholders to perform corresponding approval procedures, and perform information disclosure procedures as required;
(III) when knowing that the company and relevant personnel have violated or may violate relevant regulations, they shall remind and urge them to comply with relevant regulations on information disclosure;
(IV) organize the company's directors, supervisors and senior managers to carry out training on relevant laws and regulations, assist each information reporting obligor to understand their responsibilities in information disclosure, and promote the timeliness and accuracy of internal information reporting;
(V) be responsible for the management of investor relations, coordinate the information communication between the company and securities regulatory authorities, investors, securities service institutions, media, etc., receive visits and answer inquiries;
(VI) pay attention to the media reports on the company and take the initiative to verify the truth of the reports.
Article 14 the securities affairs department is responsible for assisting the Secretary of the board of directors to contact each information reporting obligor, collect and analyze internal information, prepare information disclosure documents, and complete the application and release of information disclosure.
Article 15 the time limit for the internal information reporting obligor to report major information is as follows:
(I) the company and its departments, branches and holding subsidiaries within the day of the occurrence or imminent occurrence of major events;
(II) within the day of knowing that major events have occurred or are about to occur in the company and its departments, branches and holding subsidiaries.
Article 16 the internal information reporting obligor is responsible for collecting the internal information in time, reporting the relevant information to the chairman of the company and notifying the Secretary of the board of directors in accordance with the provisions of this system, and providing the basic data of external information disclosure to ensure that it is timely, true, accurate and complete, without false statements, misleading statements, major omissions and major concealments.
Article 17 the first person responsible for the internal information reporting obligation shall formulate the corresponding internal information reporting system according to the actual situation of his unit or department, and act as the information reporting contact person of his department, responsible for the collection and sorting of major information of his department or the company and the contact with the Secretary of the board of directors of the company.
The corresponding internal information reporting system and the designated information reporting contact person shall be reported to the Secretary of the board of directors of the company for the record.
Article 18 all departments, branches and holding subsidiaries of the company shall often urge their own departments or units to collect, sort out and report major information. The first responsible person and contact person of internal information reporting obligation shall be jointly and severally liable for the performance of information reporting obligation, and shall not prevaricate with each other.
Article 19 in addition to reporting major information in accordance with the requirements of this system, the members of the board of supervisors of the company shall have the obligation to supervise other reporters, and shall urge the internal information reporting obligor to perform the information reporting duties.
Article 20 when the company conducts investigations and inquiries to the controlling shareholders and actual controllers, the controlling shareholders and actual controllers shall actively cooperate and reply in a timely and truthful manner to ensure the authenticity, accuracy and completeness of relevant information and materials.
Article 21 the Secretary of the board of directors, the reporter and other staff members who have access to information due to work relationship shall have the obligation of confidentiality before the relevant information is publicly disclosed. Before the public disclosure of information, the board of directors of the company shall try to keep the insiders of information to a minimum, and the Secretary of the board of directors shall record the scope of insiders.
Article 22 directors, supervisors, senior managers and other personnel who know the information to be disclosed by the company due to their working relationship shall keep the insiders of the information to a minimum before the public disclosure of the relevant information, strictly keep the relevant information confidential, shall not disclose the company's insider information, and shall not carry out insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Article 23 the controlling shareholders and actual controllers shall notify the company of the major information that should be disclosed at the first time and disclose it to the public through the company. Before disclosure according to law, the controlling shareholders, actual controllers and other informed persons shall not disclose relevant information.
Article 24 the controlling shareholder and actual controller shall pay special attention to the confidentiality of major matters related to the planning stage of the company. In case of any of the following circumstances, the controlling shareholder and actual controller shall immediately notify the company and disclose the relevant planning and established facts according to law:
(I) the event is difficult to keep confidential;
(II) the event has been leaked or there are rumors about the matter in the market;
(III) abnormal fluctuations have occurred in the trading of the company's shares and their derivatives.
Chapter III Scope of major information
Article 25 major information includes but is not limited to: important meetings, major transactions, major connected transactions, major events and the continuous change process of the above events of the company, wholly-owned subsidiaries and holding subsidiaries.
Article 26 the "important meetings" mentioned in this system include:
(I) matters proposed to be submitted to the board of directors, the board of supervisors and the general meeting of shareholders by the company, wholly-owned subsidiaries and holding subsidiaries;
(II) the company, wholly-owned subsidiaries and holding subsidiaries hold the board of directors, the board of supervisors and the general meeting of shareholders (including the notice of changing the date of the general meeting of shareholders) and make resolutions;
(III) special meetings held by the company, wholly-owned subsidiaries and subordinate holding subsidiaries on major issues described in the system.
Article 27 major transactions that should be reported
(I) "transaction" mentioned in this system includes:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
3. Provide financial assistance (including entrusted loans);
4. Providing guarantee (refers to the guarantee provided by the listed company for others, including the guarantee for the holding subsidiary); 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 or debts;
9. Transfer of research and development projects;
10. Sign the license agreement;
11. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
12. Other transactions recognized by Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange").
The following activities of the company do not belong to the matters specified in the preceding paragraph:
(1) Purchase of raw materials, fuel and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(2) Selling products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(3) Although the transactions specified in the preceding paragraph are carried out, they belong to the main business activities of the company.
The transactions mentioned in Item (II) of this article shall meet one of the following standards before they occur:
1. The total assets involved in the transaction account for more than 10% of the total assets of the listed company audited in the latest period. If the total assets involved in the transaction have both book value and assessed 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 listed 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 listed 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 1% of the latest audited net assets of the listed company, 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 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
If the company, wholly-owned subsidiary or holding subsidiary has any matter specified in this article, it shall be implemented with reference to this standard. Article 28 reporting matters related to connected transactions
(I) see Article 56 of Chapter V of this system for the specific interpretation of "connected person".
(II) related party transactions refer to the transfer of resources or obligations between the company, its holding subsidiaries and related parties, including but not limited to the following:
1. Transactions stipulated in Article 27 of the system;
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 by related parties;
7. Other matters that may cause the transfer of resources or obligations through agreement.
(III) the following connected transactions must be reported before occurrence and shall be minimized:
1. Provide financial assistance to related parties, including but not limited to:
(1) Lending the company's funds to shareholders and other related parties with compensation or free of charge;
(2) Providing entrusted loans to shareholders and other related parties through banks or non bank financial institutions;
(3) Issue commercial acceptance bills for shareholders and other related parties without real transaction background;
(4) Undertake or repay debts on behalf of shareholders and other related parties.
2. Provide guarantee to related parties;
3. Joint investment with related parties;
4. Entrust related parties to carry out investment activities.
(IV) if a related party transaction (except for providing guarantee and financial assistance) meets one of the following standards, it shall be disclosed in time:
1. Related party transactions with a transaction amount of more than 300000 yuan between the company and its holding subsidiaries and related natural persons;
2. The transaction amount between the company and its holding subsidiaries and related legal persons is more than 3 million yuan, accounting for 0.5% of the absolute value of the company's latest audited net assets
