Yifan Pharmaceutical Co.Ltd(002019) Yifan Pharmaceutical Co., Ltd. internal reporting system of major information
(revised in April 2002)
catalogue
Chapter I General Provisions Chapter II Scope of major information 2 Chapter III internal reporting procedures for major information 6 Chapter IV Management and responsibility of internal report of major information 8 Chapter V Supplementary Provisions nine
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”), ensure the rapid transmission, collection and effective management of major information of the company, timely, accurately, comprehensively and completely perform the obligation of information disclosure, and fully safeguard the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is hereby formulated in accordance with the relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, the Yifan Pharmaceutical Co.Ltd(002019) articles of Association (hereinafter referred to as the “articles of association”) and the company’s information disclosure management system, and in combination with the actual situation of the company. Article 2 the “significant information” mentioned in this system refers to the unpublished information related to the events that have occurred or are to occur in the production and operation activities of the company that may have a great impact on the trading price of the company’s shares and their derivatives, including but not limited to the information of major events, major transactions, related party transactions, major operation and management information and other major events.
Article 3 the “reporting obligors” of major information mentioned in this system include:
(I) directors, supervisors and senior managers of the company;
(II) heads of functional departments, branches, wholly-owned subsidiaries and holding subsidiaries of the company;
(III) the directors, supervisors and senior managers dispatched by the company to the joint-stock company;
(IV) controlling shareholders and actual controllers of the company;
(V) other shareholders holding more than 5% of the company’s shares;
(VI) functional departments of the company and other persons who may be informed of major events of the company.
Article 4 this system is applicable to the company and its wholly-owned subsidiaries, holding subsidiaries and joint-stock companies.
Chapter II Scope of major information
Article 5 the company’s major information includes but is not limited to the following contents and continuous change process of the company, its branches (subsidiaries) and joint-stock companies:
(I) matters to be submitted to the board of directors and the board of supervisors of the company for deliberation.
(II) each subsidiary shall convene the board of directors, the board of supervisors and the shareholders’ meeting (including the notice of changing the date of convening the shareholders’ meeting) and make resolutions.
(III) major transactions, including:
1. Purchase or sale of assets
2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
3. Provide financial assistance (including entrusted loans);
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 or debts;
9. Transfer or transfer of R & D 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”).
Once the above events occur, regardless of the amount, the reporting obligor shall fulfill the reporting obligation in time. (IV) daily transactions refer to the events related to the daily operation of the company, including the following types: 1. Purchase of raw materials, fuel and power;
2. Receiving labor services;
3. Selling products and commodities;
4. Providing labor services;
5. Project contracting;
6. Other transactions related to the daily operation of the company.
If the company signs contracts related to daily transactions and the contract amount accounts for more than 10% (including 10%) of the company’s latest audited net assets or the absolute amount exceeds 10 million yuan (including 10 million yuan), the reporting obligor shall fulfill the reporting obligation in time.
(V) related party transactions, including the transfer of resources or obligations between the company and related persons (including related legal persons and related natural persons):
1. Transactions specified in Item (III) of this article;
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. Deposit and loan business;
7. Joint investment with related parties;
8. Other matters that may cause the transfer of resources or obligations through agreement.
Once the above-mentioned related party transactions occur in the company, the reporting obligor shall perform the reporting obligation in time.
(VI) litigation and arbitration matters:
In case of litigation or arbitration of the company, the reporting obligor shall perform the reporting obligation in time regardless of the amount involved.
(VII) other major matters:
1. Major changes in the business policy and business scope of the company or its subsidiaries;
2. Major investment activities of the company or its subsidiaries, the purchase and sale of major assets or the mortgage, pledge, sale or scrapping of major assets for the company’s business;
3. The company or its subsidiaries have major debts and fail to pay off the due major debts, with an amount of more than 500000 yuan;
4. The company or its subsidiaries have major losses or major losses, and the single loss is more than 500000 yuan; 5. Major changes in the external conditions of production and operation of the company or its subsidiaries;
6. The directors, more than one-third of the supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
7. The situation of shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company has changed greatly, and the situation of the actual controllers of the company and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
8. The company’s or its subsidiaries’ plans to distribute dividends and increase capital, important changes in the equity structure of the company or its subsidiaries, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down;
9. The company or its subsidiaries are suspected of committing crimes and investigated according to law, and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of committing crimes and taken compulsory measures according to law;
10. The company or its subsidiary has a large amount of compensation liability, with an amount of more than 1 million yuan;
11. The company or its subsidiaries withdraw large amount of asset impairment reserves, with a single amount of more than 1million yuan;
12. The shareholders’ equity of the company is negative;
13. The main debtors of the company or subsidiaries are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights, involving an amount of more than 1 million yuan;
14. The newly published laws, administrative regulations, rules and industrial policies may have a significant impact on the company; 15. The company or its subsidiaries carry out equity incentive, share repurchase, major asset restructuring, asset spin off or listing;
16. 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;
17. The main assets of the company or its subsidiaries are sealed up, seized or frozen; Major bank accounts are frozen; 18. The listed company is expected to suffer losses or substantial changes in its operating performance;
19. The main or all businesses of the company or its subsidiaries come to a standstill;
20. The additional income obtained by the company or its subsidiaries that has a significant impact on the current profits and losses may have a significant impact on the company’s assets, liabilities, equity or operating results;
21. The company appoints or dismisses an accounting firm to audit the company;
22. Major independent changes in the company’s accounting policies and accounting estimates;
23. The company has been ordered to make corrections by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the information disclosed in the previous period;
24. The company, subsidiaries or their controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities;
25. The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company or its subsidiaries are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties; 26. Other directors, supervisors and senior managers of the company other than the chairman or 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, or are subject to coercive measures taken by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
27. The company or its subsidiaries change the investment projects of raised funds;
28. Revision of the company’s performance forecast and profit forecast;
29. Profit distribution of the company or its subsidiaries and conversion of capital reserve into share capital;
30. Abnormal fluctuation and clarification of the company’s stock trading;
31. Matters related to the commitment and performance of obligations of the company, its shareholders and actual controllers;
32. The company or its subsidiaries change the articles of association, company name, stock abbreviation (if any), registered capital, registered address, office address and contact number;
33. The research and development of new products of the company or its subsidiaries are successful or approved for production;
34. New inventions and patents of the company or its subsidiaries have been approved by the government;
35. The matters stated in the statement and commitment of controlling shareholders, actual controllers (directors, supervisors and senior managers) of the company change during the term of office (including renewal);
36. Other circumstances recognized by the CSRC, Shenzhen Stock Exchange or the company.
Chapter III internal reporting procedures for major information
Article 6 each major information reporting obligor of the company shall timely report to the chairman of the board of directors and notify the Secretary of the board of directors when the major information first touches any of the following time points:
(I) when each functional department or branch (subsidiary) intends to submit the major matter to the board of directors or the board of supervisors for deliberation;
(II) the first time the controlling shareholders, directors, supervisors and senior managers of the company learn of major information; (III) the first time that the person in charge of each functional department and subordinate branch (subsidiary) learns of major information related to the unit;
(IV) when the relevant parties intend to negotiate or negotiate on the major event;
(V) before signing contracts, letters of intent, memoranda and other documents involving major information. Article 7 all major information reporting obligors of the company shall report to the chairman of the board of directors in time and notify the Secretary of the board of directors at the same time when the major information has made the following progress:
(I) if the board of directors, the board of supervisors or the general meeting of shareholders of a subsidiary makes a resolution on a major event, it shall report the resolution in time;
(II) if the company signs a letter of intent or agreement with relevant parties on major events, it shall timely report the main contents of the letter of intent or agreement; If the content or performance of the above letter of intent or agreement is significantly changed or terminated, the situation and reasons for the change, dissolution and termination shall be reported in time;
(III) if the disclosed major events 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 that have been disclosed, the reasons for overdue payment and relevant payment arrangements shall be reported in time;
(V) if the disclosed major event involves the main subject matter to be delivered or transferred, the relevant delivery or transfer matters shall be reported in time; If the delivery or transfer of ownership is not completed within 3 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) if there are other developments or changes in the disclosed major events that may have a great impact on the trading price of the company’s shares and their derivatives, the progress or changes of the events shall be reported in time.
Article 8 the company’s major information reporting obligors shall report to the chairman of the company in writing, telephone, interview and other ways immediately within the first time they know the major information, notify the Secretary of the board of directors, and submit or fax the written materials related to the major information to the Secretary of the board of directors within 12 hours. If necessary, the original of relevant documents shall be delivered by express mail.
Article 9 the Secretary of the board of directors of the company shall analyze and judge the major information reported in accordance with relevant laws and regulations, the stock listing rules of Shenzhen Stock Exchange and other normative documents, the articles of association and other relevant provisions. If it is necessary to perform relevant procedures, he shall immediately report to the board of directors and the board of supervisors and request the board of directors and the board of supervisors of the company to perform corresponding procedures; If it is necessary to perform the obligation of information disclosure, the information shall be disclosed in time in accordance with the relevant approval procedures.
Article 10 all major information reporting obligors of the company shall submit relevant materials of major information to the Secretariat of the board of directors in writing, including but not limited to:
(I) reasons for important events, basic information of all parties, contents of important events, impact on the operation of the company, etc;
(II) the agreements, letters of intent, agreements and contracts involved;
(III) government approvals, laws, regulations, court decisions and briefings involved;
(IV) opinions issued by intermediary institutions on important matters;
(V) the company’s internal opinions on the approval of major information.
Article 11 the participating company has major information stipulated in this system and may have a significant impact on the trading price of the company’s shares and their derivatives
