Vanfund Urban Investment&Development Co.Ltd(000638)
Major information reporting system
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as “the company”), clarify the information collection and management measures of various departments and branches of the company, and ensure the timely, accurate, comprehensive and complete disclosure of information by the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations This system is formulated in accordance with the normative documents and the articles of association, information disclosure management system of the company.
Article 2 the scope of application of this system is: all departments and branches of the company, subsidiaries directly or indirectly controlled by the company and companies included in the consolidated accounting statements of the company (hereinafter referred to as “holding subsidiaries”) and joint-stock companies with significant influence. Some provisions are applicable to shareholders holding more than 5% of the shares of the company.
Chapter II General Provisions
Article 3 the internal reporting system of major information of the company 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’s shares and their derivatives, the relevant departments, personnel, companies and branches with reporting obligations 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.
Article 4 the person in charge of each department of the company, the person in charge of the operation of branches and holding subsidiaries of the company, and the chairman, directors, supervisors and senior managers of the company stationed in joint-stock companies are the first responsible person for the internal information report, and have the obligation to report the major information known within the scope of their functions and powers to the chairman of the company and the Secretary of the board of directors.
The person in charge of each department, branch, holding company and joint-stock company of the company may designate a person familiar with relevant business and regulations as the contact person for internal information report and report to the Secretary of the board of directors of the company.
The controlling shareholders and shareholders holding more than 5% of the shares of the company shall timely report relevant information to the chairman of the board of directors and the Secretary of the board of directors of the company in case of any situation specified in Chapter III of the system.
Article 5 the relevant personnel with reporting obligations mentioned in Article 4 of the system shall formulate corresponding internal information reporting system according to the actual situation of their work unit, so as to ensure that they can understand and master relevant information in time.
Article 6 the company’s directors, supervisors, Secretary of the board of directors, other senior managers and those who have access to the information to be disclosed by the company due to working relationship shall have the obligation of confidentiality before such information is publicly disclosed. Chapter III Scope of major information
Article 7 when the situation described in this chapter occurs, occurs or is about to occur in the company, branches, holding subsidiaries and joint-stock companies, the relevant personnel with reporting obligations shall immediately report the relevant information to the chairman of the company and the Secretary of the board of directors.
Article 8 when the following events occur, the person in charge of relevant information reporting shall report in time and submit relevant materials as required:
(I) major project investment. The following information reports shall be provided, but not limited to:
1. Project proposal or feasibility study report;
2. Approval of relevant documents;
3. Project implementation schedule, fund raising plan, etc.
(II) foreign investment and establishment of companies. The information to be provided includes but is not limited to:
1. Capital contribution agreement or letter of intent;
2. Introduction of other investors and copies of business license;
3. Articles of Association;
4. Relevant government approval documents;
5. A copy of the business license of the newly established company.
(III) provide guarantee. The external guarantee provided by the company shall be submitted to the board of directors or the general meeting of shareholders for deliberation. The information to be provided includes but is not limited to:
1. Security agreement;
2. Basic information of the guaranteed party and the latest accounting statement;
3. Copy of the business license of the guaranteed party.
When the guarantee expires, if the guaranteed fails to fulfill the repayment obligation within 15 working days after the debt expires, or the guaranteed goes bankrupt, liquidates or other situations that seriously affect its repayment ability, the relevant personnel responsible for reporting shall report to the chairman of the board and the Secretary of the board of directors within one working day after becoming aware of the matter. (IV) purchase or sell assets, lease in or lease out assets. The information to be provided includes but is not limited to: 1. Transaction contract or letter of intent;
2. A copy of the counterparty’s introduction and business license;
3. Asset evaluation report or audit report (the subject matter of the transaction involves equity).
The purchase or sale of assets does not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other asset purchase or sale activities related to daily operation, but such asset purchase or sale activities involved in asset replacement are still included.
(V) bank loans have occurred or are about to occur. The information to be provided includes but is not limited to:
1. Loan contract;
2. Mortgage or guarantee contract;
3. Relevant board resolutions.
(VI) litigation or arbitration involving more than 10 million yuan and accounting for more than 10% of the absolute value of the company’s latest audited net assets. The information to be provided includes but is not limited to:
1. Petition or arbitration application, notice of acceptance (response);
2. Acceptance and basic facts of the case;
3. The impact of the case on the company’s profits in the current period or after the current period;
4. Judgment or award;
5. Other litigation and arbitration matters that have occurred but not disclosed.
(VII) related party transactions.
1. Related party transactions with an amount of more than 300000 yuan with related natural persons and more than 3 million yuan with related legal persons and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets must be reported to the company in advance and can be implemented only after the company has fulfilled the relevant decision-making procedures. The related party transactions referred to in this paragraph include but are not limited to the following transactions with related parties:
(1) Purchase of raw materials, fuel and power;
(2) Selling products and commodities;
(3) Providing or receiving labor services;
(4) Entrusted or entrusted sales;
(5) Joint investment;
(6) Sign other contracts with related parties;
(7) Other matters that may lead to the transfer of resources or obligations through agreement.
2. The information to be provided for related party transactions includes but is not limited to:
(1) Transaction contract;
(2) Overview of the transaction and basic information of the subject matter of the transaction;
(3) Pricing policy and basis of transaction;
(4) Introduction of related parties and copies of business licenses;
(5) The latest financial report of related parties;
(6) Transaction purpose and impact on the company.
(VIII) financial assistance: financial assistance provided by the company shall be submitted to the board of directors or the general meeting of shareholders for deliberation.
The information to be provided includes but is not limited to:
1. Loan contract;
2. Basic information of the funded party and the latest accounting statement;
3. Copy of the business license of the funded party.
(IX) 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.
Article 9 the matters mentioned in the above article shall be reported to the chairman of the board of directors and the Secretary of the board of directors within one working day if it is known that one of the following standards has been met or is to be met, unless there are clearly specified standards:
(I) the total assets involved in major events (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
(II) the net assets of the transaction subject matter (such as equity) involved in major events account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(III) the transaction amount of major events (including debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(IV) the profits generated from transactions involving major events account 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;
(V) the main business income related to the transaction subject matter (such as equity) involved in major events in the latest fiscal year accounts for more than 10% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(VI) the net profit of the transaction subject matter (such as equity) involved in major events in the latest accounting year accounts for more than 10% of the audited net profit of the company in the latest accounting 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 calculating the transaction amount, all transactions related to the subscript of the same transaction category shall be calculated cumulatively within 12 consecutive months.
If any of the matters specified in this chapter occurs to the holding subsidiary of the company, it shall be implemented with reference to this standard.
Article 10 in case of any of the following situations that expose the company to major risks, it shall report to the chairman of the board of directors and the Secretary of the board of directors within one working day:
(I) major losses occurred or suffered;
(II) major debts occur or major creditor’s rights are not paid off when due;
(III) may be liable for major breach of contract or large amount of compensation according to law;
(IV) provision for impairment of large assets;
(V) the company is expected to be insolvent (meaning that the net assets are negative);
(VI) the main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for the corresponding creditor’s rights;
(VII) major assets are sealed up, seized, frozen or mortgaged or pledged;
(VIII) major or all businesses come to a standstill;
(IX) the company is investigated by the competent authority for suspected violations of laws and regulations, or is subject to major administrative and criminal penalties; (x) the chairman or general manager is unable to perform his duties, and the directors, supervisors and senior managers are investigated or taken compulsory measures by the competent authorities for suspected violations of law and discipline;
（11） Other major risks.
Where the above matters involve specific amounts, the provisions of Article 9 of this system shall apply mutatis mutandis. The materials to be submitted during the report include but are not limited to:
(I) major risks;
(II) reasons for major risk events;
(III) impact of major risk events on the company.
Article 11 shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company have undergone or intend to undergo major changes; If more than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship or trust, the shareholder or actual controller shall timely report the relevant information to the chairman of the company and the Secretary of the board of directors.
Article 12 If the controlling shareholder of the company changes the controlling shareholder of the company due to the proposed transfer of the company’s shares, the controlling shareholder shall timely notify the chairman 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 a shareholder from transferring his shares of the company, the shareholder shall timely report the information to the chairman of the company and the Secretary of the board of directors after receiving the court’s ruling.
Article 13 Unless otherwise specified in this system, if a transaction is involved, the relevant personnel with reporting obligation shall report the written materials of the transaction to the Secretary of the board of directors at least one working day before the proposed transaction or the occurrence of the event.
The written materials shall include the following contents:
(I) transaction agreement or letter of intent;
(II) overview of the transaction and the basic information of the counterparty (including the description of whether there is a related relationship);
(III) the basic information of the transaction object, including the name, book value, evaluation value, operation of the object, whether there is mortgage, pledge or other third-party rights on the relevant assets, whether there are major disputes, litigation or arbitration matters involving the relevant assets, or judicial measures such as seizure and freezing; If the subject matter of the transaction is equity, it shall also explain the basic information of the company corresponding to the equity and the financial data such as total assets, total liabilities, net assets, main business income and net profit of the latest year and another period;
(IV) delivery status, delivery and transfer time of the transaction object;
(V) transaction price or pricing basis, and the capital source of the company’s expenditure;
(VI) the benefits (including potential benefits) the company expects to obtain from the transaction, and the impact of the transaction on the company’s current and future financial status and operating results;
(VII) analysis on the performance ability of the counterparty;
(VIII) personnel resettlement, land lease, debt restructuring, etc. involved in the transaction (if any);
(IX) intermediaries and their opinions (if any);
(x) other contents deemed necessary by relevant personnel.
Chapter IV reporting procedures
Article 14 the chairman of the board of directors and the Secretary of the board of directors designate the office of the board of directors as the receiving department of the internal report of major information of the company.
Article 15 relevant personnel who are obliged to report in accordance with the provisions of this system shall, after knowing the important internal information specified in this system, report the situation to the director general, Secretary of the board of directors or the office of the board of directors in person, fax, telephone, e-mail, intranet automated office system or other ways as required.
Article 16 after receiving the major information reported by relevant personnel, the office of the board of directors shall report to the chairman of the company and the Secretary of the board of directors in time.
Article 17 the Secretary of the board of directors of the company shall analyze and judge the major internal information reported in accordance with relevant laws, regulations, normative documents, the articles of association and the information disclosure management system. If it is necessary for the board of directors and the general meeting of shareholders to review and approve or perform the obligation of information disclosure, the Secretary of the board of directors shall timely report the information to the board of directors and the board of supervisors of the company and submit it to the board of directors The board of supervisors shall perform corresponding procedures and make public disclosure in accordance with relevant regulations.
Article 18
