Huasi Holding Company Limited(002494)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Huasi Holding Company Limited(002494) (hereinafter referred to as “the company” or “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 investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of information disclosure of listed companies This system is formulated in combination with the actual situation of the company, in accordance with the relevant provisions such as the 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 Huasi Holding Company Limited(002494) articles of association.
Article 2 the internal reporting system of the company’s major information refers to the system that when circumstances or events occur, occur or are about to occur that may have a great impact on the trading price of the company’s shares and their derivatives, 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 chairman of the board of directors and the Secretary of the board of directors at the first time.
Article 3 the term “internal information reporting obligor” as mentioned in this system includes:
(I) directors, supervisors, senior managers and heads of departments of the company;
(II) persons in charge of the company’s holding subsidiaries and branches;
(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) all departments of the company and other persons who may know about major events of the company.
Article 4 this system is applicable to the company, wholly-owned subsidiaries, holding subsidiaries and joint-stock companies.
Chapter II Scope of major information
Article 5 major information of the company includes but is not limited to the following contents:
(I) matters to be submitted to the board of directors for deliberation.
(II) matters to be submitted to the board of supervisors of the company for deliberation.
(III) the following major transactions have occurred or are to occur, including:
Purchase or sale of assets; Foreign investment (including entrusted financial management, investment in subsidiaries, etc.); Provide financial assistance (including entrusted loans); Provide guarantee (including guarantee for holding subsidiaries); Leased in or leased out assets; Entrusted or entrusted management of assets and businesses; Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer or transfer of R & D projects; Sign the license agreement; Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.); Other important transactions.
(IV) the following related party transactions have occurred or are to occur, including:
The transactions mentioned in the preceding paragraph; 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; Project contracting; Other matters that may transfer resources or obligations through agreement.
(V) major litigation and arbitration matters.
(VI) it is proposed to change the investment project of raised funds,.
(VII) performance forecast and performance forecast.
(VIII) profit distribution and conversion of capital reserve into share capital.
(IX) clarification of abnormal fluctuations and rumors in the company’s stock trading.
(x) matters related to the company’s share repurchase.
（11） Major issues involved in the issuance of convertible corporate bonds by the company.
（12） Commitments of the company and its shareholders.
（13） Merger, division and spin off.
（14） Bankruptcy matters.
（15） The company is exposed to the following major risks:
Major losses or losses; Breach of contract in case of major debts or failure to pay off major debts due; Liability for major breach of contract or large amount of compensation that may be borne according to law; The company decides to dissolve or is ordered to close down by the competent authority according to law; Major creditor’s rights are not paid off when due, or the main debtor is insolvent or enters bankruptcy proceedings; The main business assets of the company are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the total assets; Major or all businesses come to a standstill; The company has been put on file for investigation due to suspected crime, and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company have been taken compulsory measures by the competent authorities according to law due to suspected crime; The company or its 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; The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company 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; The chairman or general manager of the company is unable to perform his duties, and the directors, supervisors and senior managers of the company other than the chairman or general manager are unable to perform their duties normally for more than three months or are expected to do so due to physical, work arrangements and other reasons, or are subject to compulsory measures by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties; Other major risks identified by Shenzhen Stock Exchange and the company.
（16） The company is under any 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; In accordance with the relevant provisions of the CSRC on industry classification, the company’s industry classification has changed, and the board of directors has adopted domestic and foreign financing schemes such as issuing new shares, convertible corporate bonds, preferred shares and corporate bonds; Receive corresponding examination opinions on the company’s issuance of new shares or other domestic and foreign financing applications and major asset restructuring; 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; Changes in directors, general managers, more than one-third of supervisors or financial principals of the company; Major changes in production and operation, external conditions or production environment (including major changes in industrial policies, 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; 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, judicially marked, judicially auctioned, trusteeship, trust or restricted voting rights, or there is a risk of forced transfer of ownership; Obtaining extra income such as large government subsidies may have a significant impact on the company’s assets, liabilities, equity or operating results; Other circumstances recognized by the stock exchange or the company.
Chapter III internal reporting procedures for major information
Article 6 all departments and subordinate companies of the company shall timely report to the Secretary of the board of directors of the company the major information that may occur within the scope of responsibility of the department or the subordinate company after the major event first touches any of the following time points:
(I) when the department or subordinate company plans to submit the major matter to the board of directors or the board of supervisors for deliberation;
(II) when the parties concerned intend to negotiate or negotiate on major matters;
(III) when the person in charge of the department or branch or the director, supervisor or senior manager of the subsidiary knows or should know the major event.
Article 7 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;
(I) 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;
(II) 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-mentioned letter of intent or agreement is significantly changed, or is dissolved or terminated, it shall timely report the situation and reasons for the change, dissolution or termination;
(III) if a major event is approved or rejected by relevant departments, the approval or rejection shall be reported in time; (IV) in case of overdue payment in major events, the reasons for overdue payment and relevant payment arrangements shall be reported in time;
(V) 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, it shall timely report the reasons for the non completion, progress and expected completion time, and report the progress every 30 days thereafter until the delivery or transfer is completed;
(VI) 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 8 relevant personnel who are obligated to report major information in accordance with the provisions of this system shall immediately report to the chairman of the board of directors and the Secretary of the board of directors in the form of interview or telephone as soon as they know the major information described in Chapter II of this system, and directly submit or fax the written documents related to major information to the Secretary of the board of directors of the company within 24 hours. If necessary, the original shall be delivered by express mail.
Article 9 the Secretary of the board of directors 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 and the articles of association of the company. If it is necessary to perform the obligation of information disclosure, the Secretary of the board of directors shall immediately report 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 make public disclosure in accordance with relevant regulations.
Article 10 relevant materials of major information shall be submitted in writing in accordance with the provisions of the system, 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 examination and approval of major matters.
Chapter IV Management and responsibility of internal report of major information
Article 11 the company implements the real-time reporting system of major information. When Chapter II situations occur, occur or are about to occur in all departments, subordinate branches, holding subsidiaries and joint-stock companies of the company, the personnel responsible for reporting shall report the relevant information to the chairman of the company and the Secretary of the board of directors to ensure that there are no false, seriously misleading statements or major omissions in a timely, true, accurate and complete manner.
Article 12 the Secretary of the board of directors and the Securities Department of the company are specifically responsible for the regular reports that the company should disclose, including annual reports, interim reports and quarterly reports. All departments and subordinate companies of the company shall timely, accurately, truly and completely submit the contents and materials involved in the annual report, interim report and quarterly report to the securities department.
Article 13 the internal information reporting obligor of the company, that is, the first responsible person of the internal information reporting obligation, shall formulate the corresponding internal information reporting system according to the actual situation of his / her unit or department, and designate the personnel familiar with relevant businesses and regulations as the information reporting contact person (the contact person of each department should be the head of the Department, and the contact person of subordinate companies should be the head of finance or other appropriate personnel according to the actual situation), Be responsible for the collection and sorting of major information of the department or the company and the liaison with the Secretary of the board of directors and securities affairs representative of the company. The corresponding internal information reporting system and the designated information reporting contact person shall be reported to the Securities Department of the company for filing. Major information submission materials shall be signed by the first responsible person before being submitted to the chairman and the Secretary of the board of directors.
Article 14 the president and other senior managers of the company shall be responsible for good faith and shall often urge all departments, subordinate branches, holding companies and joint-stock companies of the company to collect, sort out and report major information.
Article 15 the directors, supervisors and senior managers of the company who know the information that should 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, and shall not disclose the inside information of the company, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Article 16 the Secretary of the board of directors of the company shall, according to the actual situation of the company, regularly or irregularly 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 and accuracy of major information reporting within the company.
Article 17 If the major information mentioned in this system should be reported but not reported in time, the first responsible person, contact person and other personnel with reporting obligation shall be investigated for responsibility; If the violation of information disclosure is caused, the relevant personnel with reporting obligations shall bear the responsibility; In case of serious impact or loss to the company, relevant personnel with reporting obligations may be given sanctions, including but not limited to criticism, warning, fine or even dismissal, and may be required to bear the liability for damages.
Chapter V supplementary provisions
Article 18 matters not covered in this system shall be implemented in accordance with relevant laws, administrative regulations, normative documents and the articles of association of the company. If this system conflicts with the laws, administrative regulations and normative documents issued by the state in the future or the revised articles of association of the company, it shall be implemented in accordance with the provisions of relevant national laws, administrative regulations and normative documents and the articles of association of the company, and the system shall be revised in time and reported to the board of directors for deliberation and approval.
Article 19 the right to interpret this system belongs to the board of directors of the company.
Article 20 the system shall come into force and be implemented on the date of deliberation and approval by the board of directors.
Huasi Holding Company Limited(002494) April 14, 2022
