Internal reporting system of major information
(revised in 2022)
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as “the company”), clarify the confidentiality responsibility of the company’s internal major information collection and management and the scope of responsibility for information disclosure, and ensure the company’s timely, accurate, comprehensive and complete disclosure of information, Now, in accordance with the Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, measures for the administration of information disclosure of listed companies and other laws and regulations, as well as Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of Association (hereinafter referred to as the articles of association) and Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) information disclosure management system (hereinafter referred to as the information disclosure management system), The system is formulated in combination with the actual situation of the company.
Article 2 this system is applicable to the directors, supervisors, senior managers, departments, wholly-owned subsidiaries, holding subsidiaries and participating subsidiaries of the company.
Article 3 the term “obligor of internal reporting of material information” as mentioned in this system includes:
(I) directors, supervisors, senior managers and heads of departments of the company;
(II) directors, supervisors, senior managers and their principals of wholly-owned / holding subsidiaries of the company; (III) the directors, supervisors and senior managers dispatched by the company to the joint-stock company;
(III) controlling shareholders and actual controllers of the company;
(IV) shareholders holding more than 5% of the company’s shares;
(V) all departments of the company and other persons who may know about major events of the company.
Chapter II Scope of major information
Article 4 the “significant information” mentioned in this system refers to all information that has a great impact on the trading price of the company’s shares and their derivatives, or may affect the investment decision-making of public investors, including but not limited to the information that appears, occurs or is about to occur, and the continuous change process of relevant information, including:
(I) matters to be submitted to the board of directors for deliberation;
(II) matters to be submitted to the board of supervisors for deliberation;
(III) major events
1. Major changes in the company’s business policy and business scope;
2. Major changes in the company’s ownership structure or production and operation status;
3. For the company’s major investment behavior, the company purchases and sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
4. The company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
5. The company has major debts and fails to pay off the due major debts, or fails to pay off the due debts;
6. The company incurs major losses or losses;
7. Major changes in the external conditions of the company’s production and operation;
8. The directors, more than one-third of the supervisors or the general manager of the company change, and the chairman or general manager is unable to perform his duties;
9. The situation of shareholders or actual controllers holding more than 5% of the shares of the company 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;
10. The company’s plans for dividend distribution and capital increase, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down; 11. Major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
12. The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
13. The company is liable for large amount of compensation;
14. The company makes provision for impairment of large assets;
15. The shareholders’ equity of the company is negative;
16. The main debtors of the company are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
17. The newly published laws, administrative regulations, rules and industrial policies may have a significant impact on the company; 18. The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off and listing or listing;
19. 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 forced transfer of ownership;
20. Major assets are sealed up, seized or frozen; Major bank accounts are frozen;
21. The company is expected to suffer losses or significant changes in its operating performance;
22. Major or all businesses come to a standstill;
23. Obtain additional income that has a significant impact on the current profit and loss, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
24. Appoint or dismiss an accounting firm that is the auditor of the company;
25. Major independent changes in accounting policies and accounting estimates;
26. Being ordered to correct 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;
27. The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violation of 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;
28. 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;
29. 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 for more than three months due to physical and work arrangements, or are taken compulsory measures by the competent authority due to suspected violations of laws and regulations and affect their performance of their duties;
30. Other matters stipulated by the CSRC and Shenzhen Stock Exchange.
(IV) major transactions
1. Purchase or sale of assets (excluding the purchase of raw materials, fuel and power, sales of products and other assets related to daily operation, but should be included if the purchase and sale of such assets are involved in asset replacement); 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. Reorganization of creditor’s rights or debts;
8. Transfer or transfer of R & D projects;
9. Sign the license agreement;
10. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
11. Other major transactions recognized by regulatory authorities, stock exchanges or companies.
When the transactions in Items 2 and 4 above occur, they shall be reported regardless of the amount. If the transactions in other matters meet one of the following standards, the reporter shall fulfill the reporting obligation:
(1) The total assets involved in the transaction account for more than 10% of the total audited assets of the listed company in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(2) The net assets involved in the transaction object (such as equity) account for more than 10% of the latest audited net assets of the listed company, 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;
(3) 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 listed company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(4) 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 listed company in the latest fiscal year, and the absolute amount exceeds one million yuan;
(5) The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
(6) The profit generated from the transaction accounts for more than 10% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds one million yuan.
If the data involved in the above standard calculation is negative, the absolute value shall be taken for calculation.
(V) major related party transactions
1. The transactions specified in (IV) 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. Deposit and loan business;
7. Joint investment with related parties;
8. Other matters that may cause the transfer of resources or obligations through agreement.
The reporting standards for the above related party transactions are:
(1) Related party transactions with a transaction amount of more than 300000 yuan (including 300000 yuan) between the company and related natural persons;
(2) Related party transactions between the company and related legal persons with a transaction amount of more than 3 million yuan (including 3 million yuan) and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets;
(3) The estimated results of the total amount of daily connected transactions in the year have been deliberated and approved by the general meeting of shareholders and disclosed. The daily connected transactions exceeding the estimated total amount in the actual implementation.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(VI) major litigation and arbitration matters
1. Major litigation and arbitration matters involving more than 10% of the absolute value of the company’s latest audited net assets and with an absolute amount of more than 10 million yuan shall be reported in time;
2. Litigation involving the application for revocation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the listed company; 3. Representative litigation of securities disputes.
For the litigation and arbitration matters that fail to meet the standard in paragraph 1 or do not have a specific amount involved, the board of Directors believes 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, or the litigation deemed necessary by Shenzhen Stock exchange.
4. If the cumulative amount involved in litigation and arbitration matters occurring within 12 consecutive months reaches the standard mentioned in paragraph 1, the provisions of this article shall apply.
(VII) regulatory matters
1. Decision documents issued by the regulatory authorities criticizing the above sanctions;
2. Any letter sent by the regulatory authority to the company, such as supervision letter, concern letter, inquiry letter, etc.
(VIII) other matters
1. Changes in the investment direction of the raised funds;
2. Change the company name, stock abbreviation, articles of association, registered capital, registered address, office address and contact number;
3. Performance forecast, performance express and profit forecast;
4. Profit distribution and conversion of capital reserve into share capital;
5. Abnormal fluctuation of the company’s stock trading;
6. Commitments of the company and its shareholders;
7. The board of Directors approves the issuance of new shares or other refinancing schemes;
8. The stock issuance examination committee of the CSRC (including the examination committee of mergers and acquisitions of listed companies) shall put forward corresponding examination opinions on the company’s issuance of new shares or other refinancing applications and major asset reorganization; 9. Other matters recognized by the CSRC and Shenzhen Stock Exchange.
(IX) if the company publicly issues convertible corporate bonds, the major matters involved shall also include:
1. The credit rating of corporate bonds changes;
2. Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
3. The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
4. The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
5. The company incurred major losses exceeding 10% of the net assets at the end of the previous year;
6. Major litigation and arbitration involving the company;
7. The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
8. Other matters prescribed by the CSRC and Shenzhen Stock Exchange.
Article 5 if the controlling shareholder of the company or the shareholder holding more than 5% of the company’s shares and the person acting in concert sell or transfer the company’s shares in the secondary market by agreement, the shareholder shall report in time;
Article 6 the controlling shareholders of the company or the shareholders holding more than 5% of the shares of the company and their persons acting in concert shall report in time in case of mortgage, pledge, freezing, auction, trusteeship or trust.
Chapter III Procedures and management of major information report
Article 7 the reporting obligor 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 its subsidiaries after the major event first touches any of the following time points:
(I) when the department or its subsidiary intends to submit the major matter to the board of directors or the board of supervisors for deliberation; (II) the parties concerned plan to negotiate on the major issues
