Guangdong Kitech New Material Holding Co.Ltd(300995)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as "the company"), ensure the rapid transmission, collection and effective management of major information within the company, disclose information in a timely, accurate, comprehensive and complete manner, and safeguard the legitimate rights and interests of investors, This system is formulated in accordance with the company law, the securities law, the administrative measures for information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws, regulations and normative documents, as well as the relevant provisions of Guangdong Kitech New Material Holding Co.Ltd(300995) articles of Association (hereinafter referred to as the "articles of association") and in combination with the actual situation of the company.
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's shares and their derivatives, the units, departments and personnel who have the reporting obligation in accordance with the provisions of this system shall report the relevant information to the chairman of the board and the Secretary of the board of directors at the first time.
Article 3 the reporting obligor has the obligation to report the material information it knows to the Secretary of the board of directors or the chairman of the board of directors. The "reporting obligor" mentioned in this system includes:
（1） Directors, supervisors, senior managers, main principals or designated contacts of all departments (including branches and subsidiaries);
（2） Shareholders holding more than 5% of the shares of the company and their persons acting in concert;
（3） Directors, supervisors and senior managers of subsidiaries dispatched by the company;
（4） Controlling shareholders, actual controllers and persons acting in concert;
（5） Other persons within the company who may have knowledge of the company's major information.
Article 4 the reporting obligor is obliged to report the major information specified in this system to the board of directors through the Secretary of the board of directors and submit relevant materials, and ensure that the relevant documents and materials provided by it are timely, true, accurate and complete, and there is no major concealment, false statement or major misunderstanding. The reporting obligor is not yet aware of such information
Article 5 the Secretary of the board of directors of the company shall, according to the actual situation of the company, regularly communicate and train the reporting obligor on corporate governance and information disclosure, so as to ensure the timeliness and accuracy of the internal major information report of the company.
Chapter II Scope of major information
Article 6 the "significant information" referred to in this system includes but is not limited to the following events and their continuous progress that have occurred or will occur in the company and its subsidiaries, holding subsidiaries and joint-stock subsidiaries, including:
(I) matters to be submitted to the board of directors and the board of supervisors of the company for deliberation.
(II) matters on which the subsidiaries hold the board of directors, the board of supervisors and the general meeting of shareholders and make resolutions. (III) the following major transactions occurred or planned to occur in the company or its subsidiaries, including:
1. Purchase or sale of assets
2. External investment (including entrusted investment in subsidiaries);
3. Provide financial assistance (including entrusted loans);
4. Providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for subsidiaries);
5. Assets leased in or leased out;
6. Sign management contracts (including entrusted operation, entrusted operation, etc.);
7. Donated or donated assets;
8. Reorganization of creditor's rights or debts;
9. Transfer of research and development projects;
10. Sign the license agreement;
11. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
12. Other transactions recognized by the stock exchange.
If the above transactions of the company meet one of the following standards, they shall be reported in time:
1. The total assets involved in the transaction (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;
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 liabilities and expenses) of the transaction accounts for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 10million yuan;
5. 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 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(IV) related party transactions occurred or proposed to occur in the company or its subsidiaries, including:
1. Transactions specified in Item (III) of this article;
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. Other matters that may cause the transfer of resources or obligations through agreement.
If the related party transaction meets one of the following standards, it shall be reported in time:
1. Related party transactions with a transaction amount of more than 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 and accounting for more than 0.5% of the absolute value of the company's latest audited net assets.
(V) litigation and arbitration matters:
1. The amount involved accounts for more than 10% of the absolute value of the company's latest audited net assets, and the absolute amount exceeds 5 million yuan;
2. The resolutions of the general meeting of shareholders and the board of directors are applied for cancellation or declared invalid;
3. Other litigation and arbitration that the board of Directors believes may have a great impact on the trading price of the company's shares and their derivatives based on the particularity of the case.
(VI) other major events:
1. Change the investment project of raised funds;
2. Revision of performance forecast and profit forecast;
3. Profit distribution and conversion of capital reserve into share capital;
4. Abnormal fluctuation and clarification of stock trading;
5. Major issues involved in convertible corporate bonds;
6. The company's securities issuance, repurchase, equity incentive plan and other related matters;
7. Commitments of the company and its shareholders;
8. Other circumstances recognized by the regulatory authority or the company.
(VII) major risks:
1. Major losses or losses;
2. Major debts have occurred, major debts have not been paid off when due, or major creditor's rights have not been paid off when 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 forcibly dissolved according to law;
6. 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;
7. The main assets are sealed up, seized, frozen or mortgaged or pledged;
8. All or major businesses come to a standstill;
9. The company is investigated by the competent authority or subject to major administrative and criminal penalties due to suspected violations of laws and regulations;
10. The directors, supervisors and senior managers of the company are unable to perform their duties due to being investigated or taking compulsory measures by the competent authorities for suspected violations of laws and regulations, or are unable to perform their duties normally for more than three months due to physical, work arrangement and other reasons;
11. The company's main bank account is frozen;
12. The board of directors of the company is unable to hold a meeting normally and form a resolution of the board of directors;
13. The company provides funds to the controlling shareholder or its affiliates or provides external guarantee in violation of the prescribed procedures, and the situation is serious;
14. Other major risks identified by the stock exchange or the company.
15. One of the following situations makes the company's core competitiveness face major risks:
(1) Major adverse changes in the acquisition or use of important assets or technologies such as trademarks, patents, proprietary technologies and franchise rights in use by the company;
(2) The company's core technical team or key technical personnel who have a significant impact on the company's core competitiveness resign or undergo major changes;
(3) The company's core technology, key equipment and business model face the risk of being replaced or eliminated; (4) The company waives its continued investment or control over important core technology projects;
(5) Other major risks that affect the core competitiveness identified by the stock exchange or the company. 16. other major risks identified by the regulatory authorities or the company.
(VIII) major changes:
1. Change the company name, stock abbreviation, articles of association, registered capital, registered address, office address and contact number;
2. Major changes in business policy, business scope and main business of the company;
3. Change accounting policies and accounting estimates;
4. The board of Directors approves the issuance of new shares or other refinancing schemes;
5. The CSRC shall put forward corresponding examination opinions on the company's issuance of new shares or other refinancing applications and major asset restructuring;
6. Major changes have occurred or are planned to occur in the shareholding or control of the company by shareholders or actual controllers holding more than 5% of the shares of the company;
7. The chairman, manager, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
8. Major changes in production and operation, external conditions or production environment (including major changes in product prices, raw material procurement and sales methods);
9. The conclusion of important contracts may have a significant impact on the company's assets, liabilities, equity and operating results;
10. Newly promulgated laws, administrative regulations, departmental rules, normative documents and policies may have a significant impact on the company's operation;
11. Appoint and dismiss accounting firms that provide audit services for the company;
12. The court ruled to prohibit the controlling shareholder from transferring its shares;
13. More than 5% of the company's shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law;
14. Obtain extra income such as large government subsidies or other matters that may have a significant impact on the company's assets, liabilities, equity or operating results;
15. Other circumstances recognized by the stock exchange or the company.
Chapter III internal reporting forms and procedures of major information
Article 7 the company implements the real-time internal reporting system for major information.
Article 8 the reporting obligor shall timely report to the chairman of the board of directors and the Secretary of the board of directors in written form, telephone form, E-mail form and oral form when it knows major information. When the Secretary of the board of directors deems it necessary, the reporting obligor shall provide written reports and relevant materials, including but not limited to agreements or contracts, government approvals, laws, regulations, court decisions and briefings related to such information.
Article 9 the transmission of internal reports of major information shall follow the following procedures:
(I) when the reporting obligor knows the material information, it shall immediately report it to the chairman of the board of directors and the Secretary of the board of directors of the company, and submit the relevant materials to the Secretary of the board of directors of the company for review and evaluation; The reporting obligor shall be responsible for the authenticity, accuracy and completeness of the submitted materials;
(II) the Secretary of the board of directors shall immediately organize the securities affairs department to draft the information disclosure document and submit it to the chairman (or the general manager authorized by the chairman) for approval if he considers it necessary to perform the information disclosure obligation as soon as possible according to the relevant provisions; Major matters that need to be submitted to the board of directors and the board of supervisors for approval shall be submitted to the board of directors and the board of supervisors for approval as soon as possible, and shall be publicly disclosed on the designated media after passing the review.
Article 10 when the first occurrence occurs at any of the following time points, the reporting obligor shall report the major information that may occur within the responsibility of the Department (company) to the chairman of the company and the Secretary of the board of directors:
(I) it is proposed to submit the major matter to the board of directors or the board of supervisors for deliberation;
(II) when the parties concerned sign a letter of intent or agreement (whether with or without conditions or time limit) on the major event;
(III) know or ought to know major matters.
Article 11 the reporting obligor shall, in accordance with the provisions of this article, continuously report the progress of major matters within the scope of its department (company) to the chairman of the company and the Secretary of the board of directors:
(I) implementation of resolutions made by the board of directors, the board of supervisors or the general meeting of shareholders on major matters;
(II) if a letter of intent or agreement is signed with relevant parties on the disclosed major matters, the main contents of the letter of intent or agreement shall be reported in time; 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;
(III) if major matters are approved or rejected by relevant departments, the approval or rejection shall be reported in time;
(IV) in case of overdue payment for 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 3 months after the agreed delivery or transfer period, the reason for the delay, progress and expected completion time shall be reported in time, and the progress shall be reported 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 securities and their derivatives, the progress or change of the event shall be reported in time.
Article 12 the general manager, Secretary of the board of directors 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. If major matters are not reported in time or the report is untrue due to concealment, omission or misrepresentation, the company will investigate the responsibilities of relevant responsible persons.
Chapter IV supplementary provisions
Article 13 the system shall be implemented from the date of deliberation and approval by the board of directors of the company.
Article 14 matters not covered in this system shall be implemented in accordance with national laws, regulations, rules, normative documents and relevant provisions of the stock exchange. In case of any inconsistency between this system and laws, regulations, rules, normative documents and relevant provisions of the stock exchange, relevant laws
