Internal reporting and confidentiality system of major information
Chapter I General Provisions
Article 1 in order to further standardize the internal reporting and confidentiality of major information of Tong Petrotech Corp(300164) (hereinafter referred to as “the company” or “the company”), ensure the authenticity, accuracy, integrity and timeliness of the company’s 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange and other relevant laws These Regulations are formulated in combination with the actual situation of the company, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the articles of association.
Article 2 the internal reporting and confidentiality system of material information refers to the system that when any event or situation that may have a great impact on the trading price of the company’s shares and their derivatives occurs or will occur, the company’s information reporting obligor in accordance with the system shall timely report the relevant information to the chairman of the company and the Secretary of the board of directors, and bear the obligation of confidentiality for the known material information.
Article 3 this system is applicable to the company, its departments and holding subsidiaries. The information reporting obligors mentioned in this system refer to relevant personnel or companies who have reporting obligations in accordance with this system, including but not limited to:
(I) directors, supervisors and senior managers of the company;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers;
(III) the company’s holding subsidiaries and their directors, supervisors and senior managers;
(IV) the company’s personnel engaged in securities, secretary, document control, finance, statistics, audit, accounting, news, computer and other personnel who can obtain relevant internal information of the company due to their positions in the company;
(V) the acquirer and its persons acting in concert or the counterparty and its related parties of major events that may affect the company’s securities trading price, as well as the heads and managers of relevant units involved in consultation, formulation, demonstration and other links of major events;
(VI) personnel who provide services for the company and can obtain non-public information of the company, including but not limited to relevant personnel of sponsors, underwriters, stock exchanges, securities registration and settlement institutions and securities service institutions;
(VII) other relevant personnel who may be exposed to significant information.
Article 4 the information reporting obligors have the obligation to report to the chairman of the board of directors and the Secretary of the board of directors the internal major information they know within their terms of reference, actively cooperate with the Secretary of the board of directors to do a good job 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. Before the information is publicly disclosed, the information reporting obligor has the obligation of confidentiality.
Article 5 the Secretary of the board of directors of the company shall, according to the actual situation of the company, regularly communicate with the relevant personnel of the company with major information reporting obligations on corporate governance and information disclosure, so as to ensure the timeliness and accuracy of major information reporting within the company.
Chapter II Scope of major information
Article 6 major information includes but is not limited to the following events that have occurred, occurred or will occur in the company and its holding subsidiaries and their continuous progress:
(I) important meetings:
1. Matters to be submitted by the company and its holding subsidiaries to the board of directors, the board of supervisors and the general meeting of shareholders for deliberation;
2. The company and its holding subsidiaries convene the board of directors, the board of supervisors and the general meeting of shareholders (including the notice of changing the date of convening the general meeting of shareholders) and make resolutions;
3. Special meetings held by the company and its holding subsidiaries on major issues described in the system.
(II) major transactions:
1. The purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation), foreign investment (including entrusted financial management, investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries), financial assistance (including entrusted loans), and guarantee (referring to the guarantee provided by the company for others, including the guarantee for holding subsidiaries), Lease in or lease out assets, sign management contracts (including entrusted operation, entrusted operation, etc.), donate or receive donated assets, reorganization of creditor’s rights or debts, transfer of research and development projects, sign license agreements, waive rights (including waiver of preemptive right, preemptive subscription right, etc.) and other transactions recognized by Shenzhen Stock Exchange, If the following criteria are met (if the data involved in the calculation of the following indicators are negative, the absolute value shall be taken for calculation):
(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 evaluation 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 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 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.
2. The above provisions shall apply to similar transactions related to the subject matter of the transaction within 12 months of the company in accordance with the principle of cumulative calculation. Those who have fulfilled relevant obligations in accordance with the above provisions will not be included in the relevant cumulative calculation scope. For the company’s venture capital such as stock, futures and foreign exchange trading, the professional management department shall put forward the feasibility study report and implementation plan, which can be implemented only after being approved by the board of directors. The venture capital and guarantee matters beyond the authority of the board of directors shall be reviewed and approved by the board of directors and then submitted to the general meeting of shareholders of the company for deliberation and approval.
(III) related party transactions:
1. Related party transactions include:
(1) The transactions specified in Item (II) above;
(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) Deposits and loans with related party financial companies;
(8) Other matters that may cause the transfer of resources or obligations through agreement.
2. The amount of a single transaction between the company and an associated natural person is more than 300000 yuan, or the amount of a transaction with an associated legal person (including the cumulative amount of associated transactions with the same subject matter or the same associated legal person within 12 consecutive months) is more than 3 million yuan, and accounts for more than 0.5% of the absolute value of the company’s latest audited net assets.
3. For the related party transactions to be carried out, each functional department shall submit a written report to the chairman of the board of directors and the Secretary of the board of directors of the company. The report shall make a detailed description of the specific matters, necessity and rationality, pricing basis, draft transaction agreement and impact on all parties of the related party transactions. Related party transactions between the company and its holding subsidiaries are exempt from reporting. The company and its holding subsidiaries may be exempted from reporting related party transactions with related parties due to public bidding, public auction and other acts.
(IV) the following related party transactions must be reported before they occur and should be avoided:
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.
The scope of the above-mentioned “connected persons” shall be determined in accordance with Article 22 of Chapter VI of the system.
(V) litigation and arbitration matters:
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 10 million yuan;
2. The provisions of this article shall apply if the cumulative amount involved in litigation and arbitration matters within 12 consecutive months reaches the standards mentioned in the preceding paragraph;
3. For the litigation and arbitration matters that fail to meet the above standards or have no specific amount involved, the relevant personnel with significant information reporting obligations shall report in time if they believe that they may have a great impact on the trading price of the company’s shares and their derivatives based on the particularity of the case, and if the litigation involving the application for cancellation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the company is involved.
(VI) 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 policies and business scope;
3. Change the investment project of raised funds;
4. Change accounting policies and accounting estimates;
5. Change to the accounting firm audited by the company;
6. The chairman, general manager, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
7. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
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 newly announced environmental laws, regulations, rules and industrial policies may have a great impact on the company;
10. 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.
(VII) material information of shareholders or actual controllers:
1. Shareholders or actual controllers who hold more than 5% of the company’s shares have changed or intend to change greatly in their holding of shares or control of the company;
2. The court ruled that the controlling shareholder is prohibited from transferring its shares, and more than 5% of the shares of the company held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law;
3. To restructure the company’s business or assets;
4. If its business condition deteriorates, it will enter the state of bankruptcy, liquidation, etc;
5. Other circumstances that have a significant impact on the trading price of the company’s shares and their derivatives.
Shareholders or actual controllers who hold more than 5% of the company’s shares by accepting entrustment or trust shall inform the company of the trustor in time.
(VIII) major risks:
1. Major losses or losses;
2. Major debts have occurred, major debts have not been paid off or major creditor’s rights have not been paid off when they are 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 company decides to dissolve or is ordered to close down by the competent authority according to law;
6. The company is expected to be insolvent (generally means that the net assets are negative);
7. The main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
8. The main assets are sealed up, seized, frozen or mortgaged or pledged;
9. Major or all businesses come to a standstill;
10. The company is investigated by the competent authority for suspected violation of laws and regulations, or subject to major administrative and criminal penalties;
11. 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;
12. Other major risks identified by the regulatory authorities or the company.
(IX) other major matters:
1. Correction of performance forecast and profit forecast;
2. Profit distribution and conversion of capital reserve into share capital;
3. Abnormal fluctuation and clarification of stock trading;
4. The company’s securities issuance, repurchase, equity incentive plan and other related matters;
5. Commitments of the company and its shareholders;
6. Other circumstances recognized by the regulatory authorities or the company.
If the above matters involve specific amounts, the provisions on transaction standards in Item (II) of this article shall apply.
All departments (including holding subsidiaries) must consult the Secretary of the board of directors in time for information that cannot judge its importance. Chapter III work flow of internal report of major information
Article 7 the internal information reporter shall timely provide the Secretary of the board of directors with the operation report of the Department (including production and operation information, investment information, contract signing and performance, litigation and arbitration involved, personnel change information and other important confidential information).
Article 8 the internal information reporting obligor shall fulfill the obligation of information reporting notification, notify the Secretary of the board of directors of the information to be reported in person, telephone, fax or e-mail at the first time, and send the documents related to the reported information to the Secretary of the board of directors, who shall sign for it.
Article 9 transmission procedures of internal reports of major information:
(I) the internal reporting obligor of relevant major information shall specify the specific business handling personnel of important matters, report to the chairman and the Secretary of the board of directors on the day when it is determined that the matter occurs or is to occur, and determine the relevant contact person;
(II) the internal reporting obligor of relevant major information shall organize the preparation of the internal report of major information in real time, prepare relevant materials, and review the authenticity, accuracy and completeness of the report and materials;
(III) the internal report obligor of relevant material information shall submit the internal report of material information and relevant materials to the Secretary of the board of directors for review and evaluation;
(IV) the Secretary of the board of directors shall submit the internal report of major information and relevant materials that are determined to be required to perform the obligation of information disclosure to the chairman for approval, and submit them to the board of directors
