Elite Color Environmental Resources Science&Technology Co.Ltd(002998)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Elite Color Environmental Resources Science&Technology Co.Ltd(002998) (hereinafter referred to as “the company”), ensure the rapid transmission, collection and effective management of major information within the company, timely, accurate, comprehensive and complete disclosure of information, and safeguard the legitimate rights and interests of the company and investors, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China This system is formulated in combination with the actual situation of the company, such as the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations, normative documents, articles of association and other relevant provisions. Article 2 the internal reporting system of the company’s major information refers to the system that when there is, occurs or is about to occur a situation or event that may have a great impact on the trading price of the company or the company’s shares and their derivatives, the relevant personnel, institutions and departments who are obliged to report the relevant information to the company’s board of directors, board of supervisors, chairman of the board, management and Secretary of the board of directors in a timely manner in accordance with the provisions of this system. Article 3 this system is applicable to the directors, supervisors, senior managers, departments, branches and subordinate enterprises of the company. Article 4 the persons in charge of each department of the company, the persons in charge of the company’s subordinate branches or wholly-owned subsidiaries, the persons in charge of the company’s holding subsidiaries, and the directors, supervisors and senior managers of the company’s participating subsidiaries are the persons with the obligation to report major information to the board of directors and the obligation to report the major information known within their terms of reference. The controlling shareholders of the company and shareholders holding more than 5% of the shares of the company shall timely report the relevant information to the chairman of the board of directors, the management and the Secretary of the board of directors when they receive the major information specified in the system. The Secretary of the board of directors and securities affairs representative of the company shall undertake the specific work of major information report. Article 5 the company’s directors, supervisors, general manager, Secretary of the board of directors, other senior managers of the company and those who know the information that the company should disclose due to working relationship shall have the obligation of confidentiality before such information is publicly disclosed according to the legal procedures. Article 6 the company may publish the disclosed information on other media, but the time shall not be earlier than the designated newspaper and the designated website. The company may disclose relevant information on a public disclosure website on a regular basis. Article 7 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 of the company with major information reporting obligations in terms of corporate governance and information disclosure, so as to ensure the timeliness, accuracy and integrity of the internal major information report of the company.
Chapter II Scope of major information
Article 8 major information of the company includes but is not limited to the following contents that appear, occur or will occur in the company and its subordinate branches or wholly-owned subsidiaries, holding 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 general meeting of shareholders (including the notice of changing the date of convening the general meeting of shareholders) and make resolutions. (III) statements, opinions and reports of independent directors of the company. (IV) all departments or subsidiaries of the company have or intend to have the following major transactions, including but not limited to: purchase or sale of assets; Foreign investment (including entrusted financial management, entrusted loans, etc.); Provide financial assistance; Provide guarantee; Leased in or leased out assets; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer of research and development projects; Sign the license agreement; Other important transactions. (V) all departments or subsidiaries of the company have or intend to have the following related party transactions, including the transactions mentioned in Item (IV) above; Purchase of raw materials, fuel and power; Selling products and commodities; Providing or receiving labor services; Entrusted or entrusted sales; Joint investment with related parties; Other matters that may cause the transfer of resources or obligations through agreement. (VI) major litigation and arbitration matters. (VII) project initiation and change of investment projects with raised funds and infrastructure and technological transformation projects to be changed. (VIII) performance forecast and amendment of performance forecast. (IX) profit distribution and conversion of capital reserve into share capital. (x) abnormal fluctuations in the company’s stock trading.
（11） Matters related to the repurchase of shares by the company. （12） The company issues convertible corporate bonds. （13） The company has commitments, and the shareholders, controlling shareholders and actual controllers of the company have commitments to the company or other shareholders. （14） The company has the following situations that make the company face major risks: major losses or heavy losses; Major debts, outstanding major debts or major creditor’s rights are not paid off when they are due; Liability for major breach of contract or large amount of compensation that may be borne according to law; Provision for impairment of large assets; The company decides to dissolve or is ordered to close down by the competent authority according to law; The company is expected to be insolvent (generally means that the net assets are negative); The main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights; The main assets are sealed up, seized, frozen or mortgaged or pledged; The main business comes to a standstill or comes to a standstill in its entirety; The company is investigated by the competent authority or subject to major administrative and criminal penalties due to suspected violations of laws and regulations; 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. （15） The company has one of the following circumstances: change the company name, articles of association, stock abbreviation, registered capital, registered address, office address and contact number; Major changes in business policies and business scope; Change accounting policies and accounting estimates; The board of Directors approves the issuance of new shares or other financing schemes; 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; The shareholding or control of the company by shareholders or actual controllers holding more than 5% of the company’s shares has changed or is to change; The chairman, general manager, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change; Major changes in production and operation, external conditions or production environment (including major changes in product prices, raw material procurement and sales methods); The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results; Newly promulgated laws, administrative regulations, departmental rules and policies may have a significant impact on the company’s operation; Appointing and dismissing an accounting firm to audit the company; 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, custody or trust; 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. （16） Accounting data and other relevant economic data of the company’s internal institutions, holding subsidiaries and joint-stock companies with significant influence. （17） Financial information and capital flow information. （18） Information reflecting financial revenue and expenditure and relevant economic activities, including but not limited to regular financial reports, performance express, performance forecast, predictive financial information required to be disclosed by Shenzhen Stock Exchange, etc.
Article 9 if the controlling shareholder of the company intends to transfer the shares of the company, resulting in the change of the controlling shareholder of the company, the controlling shareholder of the company shall timely report the information to the chairman, management and Secretary of the board of directors of the company after reaching an agreement with the transferee on the share transfer, and continuously report the process of share transfer to the company. If the court decides to prohibit the controlling shareholders of the company from transferring their shares of the company, the controlling shareholders of the company shall timely report the information to the chairman of the company, the management and the Secretary of the board of directors after receiving the court’s ruling. Article 10 relevant personnel and the company who are obliged to report in accordance with the provisions of this system shall provide important information to the chairman of the board of directors, the management and the Secretary of the board of directors in writing, including but not limited to agreements or contracts related to this information, government approvals, laws, regulations, court decisions and briefings.
Chapter III internal reporting procedures for major information
Article 11 all departments and subsidiaries of the company shall, at any of the following time points, report to the Secretary of the board of directors or the securities affairs representative of the company the major information that may occur within the scope of the department or the company: (1) when each department or subsidiary plans to submit the major matter to the board of directors or the board of supervisors for deliberation; (2) When the relevant parties intend to conduct consultation or negotiation on this major matter; (3) When the person in charge of each department or subsidiary or the directors, supervisors and senior managers of the subsidiary know or should know the major event. Article 12 all departments and subsidiaries of the company shall, in accordance with the following provisions, report to the Secretary of the board of directors or the securities affairs representative of the company the progress of major information matters within the responsibility of the department or the company; (1) If the board of directors, the board of supervisors or the general meeting of shareholders makes a resolution on a major event, it shall report the resolution in time; (2) If the company signs a letter of intent or agreement with relevant parties on the disclosed 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;
(3) If a major event is approved or rejected by relevant departments, the approval or rejection shall be reported in time; (4) In case of overdue payment in major events, the reasons for overdue payment and relevant payment arrangements shall be reported in time; (5) If a major event involves the main subject matter to be delivered or transferred, it shall report the relevant delivery or transfer in time; If the delivery or transfer of ownership is not completed within three months after the agreed delivery or transfer period, the reason for the delay, progress and expected completion time shall be reported in a timely manner, and the progress shall be reported every 30 days thereafter until the delivery or transfer is completed; (6) In case of any other progress or change in a major event that may have a great impact on the trading price of the company’s shares and their derivatives, the progress or change of the event shall be reported in time. Article 13 the relevant personnel and the company who are obliged to report in accordance with the provisions of this system shall report the relevant information to the Secretary of the board of directors of the company by telephone at the first time, and fax the written documents related to the information to the Secretary of the board of directors of the company at the same time. The written documents related to the information shall then be mailed to the Secretary of the board of directors of the company by express mail. Article 14 the Secretary of the board of directors of the company shall be specifically responsible for the regular reports to be disclosed by the company, including annual reports, interim reports and quarterly reports. For the contents and materials involved in the annual report, interim report and quarterly report, all departments and subsidiaries of the company shall provide information to the Secretary of the board of directors in a timely, accurate, true and complete manner. After receiving the major information reported by relevant personnel of the company, the Secretary of the board of directors of the company shall timely report the relevant information to the chairman and general manager of the company. The general manager, financial director and other senior managers of the company shall often urge all departments and subsidiaries of the company to collect, sort out and report the disclosed information. Article 15 the Secretary of the board of directors of the company shall analyze and judge the major internal information reported in accordance with laws and regulations, the stock listing rules of Shenzhen Stock Exchange and other normative documents as well as the relevant provisions of the articles of association. If the company is required to perform the obligation of information disclosure, the Secretary of the board of directors of the company shall timely report the information to the board of directors and the board of supervisors of the company, and request the board of directors and the board of supervisors of the company to perform corresponding procedures, And publicly disclose the information in accordance with relevant regulations. Article 16 the Secretary of the board of directors of the company shall designate a special person to sort out and properly keep the reported information.
Chapter IV Management and responsibility of internal report of major information
Article 17 the first person responsible for the company’s internal information reporting obligations is: (1) the company’s directors, supervisors, financial principals and other senior managers; （2） Responsible persons of all departments, branches and subsidiaries of the company; （3） The financial director of the company’s branches and subsidiaries. Article 18 the first person responsible for the obligation of internal information reporting shall ensure that the information reported is timely, true, accurate and complete without concealment, false records, misleading statements or major omissions. Major information shall be submitted to the chairman, general manager and Secretary of the board of directors after being signed by the first responsible person. Article 19 If the internal information reporting obligor fails to perform the information reporting obligations in accordance with the provisions of this system, resulting in the violation of the company’s information disclosure, causing serious impact or loss to the company, the company shall give the internal information reporting obligor sanctions of criticism, warning, fine or even dismissal, and may require it to bear the liability for damages and relevant joint and several liabilities. The failure to perform the information reporting obligation specified in the preceding paragraph refers to the following circumstances, including but not limited to: 1. Not reporting information or providing relevant documents to the board of directors and the Secretary of the board of directors; 2. Failing to report information or provide relevant documents to the board of directors and the Secretary of the board of directors in time; 3. There are major concealments, false statements or major misunderstandings in the reported information or documents due to intention or negligence; 4. Refuse to answer the inquiries of the board of directors and the Secretary of the board of directors on relevant issues; 5. Other situations of improper performance of information reporting obligations. Article 20 the corresponding senior executives of the company are responsible for good faith and should often urge all departments, branches, subsidiaries and joint-stock companies of the company to collect, sort out and report major information.
Chapter V supplementary provisions
Article 21 matters not covered in this system shall be implemented in accordance with the provisions of relevant laws, regulations, departmental rules and normative documents. Article 22 the system shall come into force after being deliberated and approved by the board of directors of the company, and the same shall apply to the modification.
Article 23 the system shall be interpreted by the board of directors of the company.
Elite Color Environmental Resources Science&Technology Co.Ltd(002998) April 2022 Annex:
Elite Color Environmental Resources Science&Technology Co.Ltd(002998) insider files
Insider information matters (Note 1):
Internal syndrome
Curtain piece
Information type knowledge registration order information type shareholder contact communication belongs to the relationship with the listed public relations department
