Keeson Technology Corporation Limited(603610)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”), ensure the effective transmission, collection and management of major information within the company, and disclose all information that may have a great impact on the company’s securities trading price in a timely, true, accurate, complete and fair manner, in accordance with the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange and other laws and regulations This system is formulated in accordance with the provisions of normative documents, the articles of association and Keeson Technology Corporation Limited(603610) information disclosure system.
Article 2 this system refers to the relevant personnel with reporting obligations specified in this system (hereinafter referred to as “information reporting obligors”) when the company and its holding subsidiaries and joint-stock companies have, occur or are about to occur situations or events that may significantly affect the investment orientation of public investors or have a great impact on the trading price of the company’s shares and their derivatives, The system of timely reporting relevant information to the board of directors of the company through the Secretary of the board of directors or the office of the board of directors.
Article 3 the “information reporting obligor” mentioned in this system includes:
(I) directors, supervisors and senior managers of the company;
(II) principals of functional departments, branches and holding subsidiaries of the company (including but not limited to legal representatives, principals, directors, supervisors, senior managers, executive partners and their appointed representatives); (III) the directors, supervisors and senior managers assigned by the company to the joint-stock company;
(IV) controlling shareholders, actual controllers, shareholders holding more than 5% shares and persons acting in concert of the company; (V) other personnel who can obtain relevant important information of the company due to their positions.
Article 4 the chairman of the company is the first person responsible for information disclosure, and the directors, supervisors and senior managers are the persons responsible for information disclosure. The Secretary of the board of directors is responsible for the daily management of the company’s information disclosure, and the office of the board of directors is responsible for the daily affairs of the board of directors and assists the Secretary of the board of directors in information disclosure.
The information reporting obligor is obliged to report the major information specified in this system and submit relevant documents to the Secretary of the board of directors.
Article 5 the information reporting obligor shall perform the information reporting obligation within the first time specified in this system, be responsible for the authenticity, accuracy and integrity of the reported information, and ensure that the relevant documents and materials provided are true, accurate and complete without false records, misleading statements or major omissions.
Chapter II Scope of major information
Article 6 the “significant information” mentioned in this system refers to the information that may have a great impact on the trading price of the company’s shares and their derivatives (in essence, it affects the decision-making of investors). The company’s major information includes but is not limited to the following situations and their continuous progress that occur, occur or will occur in the functional departments, branches, holding subsidiaries and joint-stock companies of the company, including but not limited to:
(I) important meetings;
(II) major transactions;
(III) related party transactions;
(IV) major litigation and arbitration;
(V) major changes;
(VI) other major matters;
(VII) other risk matters;
(VIII) continuous progress of the above matters.
Article 7 important meetings include but are not limited to:
(I) convene the board of directors and make resolutions;
(II) convene the board of supervisors and make resolutions;
(III) convene the general meeting of shareholders and make resolutions;
(IV) general manager office meeting.
Article 8 major transactions include but are not limited to:
(I) purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase or sale of such assets involved in asset replacement is still included);
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(IV) provide guarantee (including guarantee for subsidiaries);
(V) leased in or leased out assets;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer or transfer of research and development projects;
(x) sign a license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（12） Other major transactions recognized by the securities regulatory authorities, Shanghai Stock Exchange or the company. Article 9 related party transactions refer to transactions with related parties, including but not limited to the following:
(I) transactions specified in Article 8 of the system;
(II) purchase of raw materials, fuel and power;
(III) selling products and commodities;
(IV) providing or receiving labor services;
(V) entrusted or entrusted sales;
(VI) deposits and loans in related party financial companies;
(VII) joint investment with related parties;
(VIII) other matters that may lead to the transfer of resources or obligations through the 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 (including debts and expenses) of more than 300000 yuan between the company and related natural persons (except for the guarantee provided by the company);
2. The amount of transactions (including debts and expenses) between the company and related legal persons is more than 3 million yuan and accounts for more than 0.5% of the absolute value of the company’s latest audited net assets (except for the guarantee provided by the company);
3. Related party transactions and related parties shall be defined in accordance with the stock listing rules of Shanghai Stock Exchange. The following connected transactions of the company within 12 consecutive months shall be subject to the provisions of this article in accordance with the principle of cumulative calculation:
(1) Transactions with the same related party;
(2) Transactions related to the subscript of the same transaction category with different related parties.
Article 10 major litigation and arbitration include but are not limited to:
(I) the amount involved exceeds 10 million yuan and accounts for more than 10% of the absolute value of the company’s latest audited net assets;
(II) litigation involving the application for cancellation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the company; (III) representative litigation of securities disputes.
For the litigation and arbitration matters that fail to meet the above standards or have no specific amount involved, the relevant personnel with significant information reporting obligations shall report in time if they believe 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, and if the litigation involving the application for cancellation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the company is involved.
If the accumulated amount involved in litigation and arbitration matters of the company within 12 consecutive months reaches the signing standard, this provision shall apply.
If the disclosure obligation has been fulfilled in accordance with this article, it will not be included in the cumulative calculation scope. The company’s announcement on major litigation and arbitration matters shall include the following contents:
(I) case acceptance and basic facts;
(III) whether the company has other litigation and arbitration matters that have not been disclosed;
(IV) other contents required by the exchange.
The company shall timely disclose the major progress of major litigation and arbitration matters and their impact on the company, including but not limited to the judgment results of the first and second instance of litigation cases, the award results of arbitration cases, the implementation of judgments and awards, and the impact on the company.
Article 11 major changes include but are not limited to:
(I) change the company’s name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number;
(II) major changes in business policies and business scope;
(III) the company’s industry classification has changed in accordance with the relevant provisions of the CSRC on industry classification; (IV) the board of directors forms relevant resolutions on the company’s domestic and foreign financing plans such as issuing new shares, convertible corporate bonds, preferred shares and corporate bonds;
(V) the company has received corresponding review opinions on the issuance of new shares or other domestic and foreign issuance financing applications, major asset restructuring, etc;
(VI) major changes in production and operation, external conditions or production environment (including major changes in industrial policies, product prices, raw material procurement, sales methods, etc.);
(VII) entering into important contracts that may have a significant impact on the company’s assets, liabilities, equity and operating results;
(VIII) the directors, more than one-third of the supervisors, the general manager or the person in charge of finance of the company have changed; (IX) the court ruled to prohibit the controlling shareholders of the company from transferring their shares of the company;
(x) more than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial marked, judicial auction, trusteeship, trust or restricted voting rights, or there is a risk of forced transfer of ownership;
（11） Major changes have taken place in the shareholding or control of the company by shareholders or actual controllers holding more than 5% of the company’s shares; The actual controller of the company and other enterprises under its control have undergone major changes in the same or similar business as the company;
（12） 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;
（13） Major independent changes in accounting policies or accounting estimates;
（14） Appointing or dismissing an accounting firm to audit the company;
（15） Other circumstances recognized by Shanghai Stock Exchange or the company.
Article 12 other major matters, including but not limited to:
(I) change the investment projects of the raised funds, replace the raised funds, temporarily or permanently replenish the flow of the raised funds, and use the raised funds for cash management;
(II) performance forecast, performance express and their amendments;
(III) profit distribution and conversion of capital reserve into share capital;
(IV) abnormal fluctuation and clarification of stock trading;
(V) the company’s securities issuance, repurchase, equity incentive plan and other related matters;
(VI) major commitments of the company and its shareholders;
(VII) obtaining qualification certificates and other relevant matters that may have a great impact on the trading price of the company’s shares and their derivatives;
(VIII) absorption and merger;
(IX) equity changes and acquisitions;
(x) bankruptcy;
（11） Other circumstances recognized by Shanghai Stock Exchange or the company.
Article 13 other risk matters, including but not limited to:
(I) major losses occurred or suffered;
(II) the occurrence of major debts and the default of outstanding due major debts;
(III) may be liable for major breach of contract or large amount of compensation according to law;
(IV) the company decides to dissolve or is ordered to close down by the competent authority according to law;
(V) major creditor’s rights are not paid off when due, or the main debtor is insolvent or enters bankruptcy proceedings;
(VI) the company’s main business assets are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the total assets;
(VII) the company’s main bank accounts are frozen;
(VIII) major or all businesses come to a standstill;
(IX) the company is suspected of committing a crime, and the company’s controlling shareholders, actual controllers, directors, supervisors and senior managers are suspected of committing a crime and taken compulsory measures according to law;
(x) 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;
（11） 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;
（12） The chairman or general manager of the company is unable to perform his duties. Directors, supervisors and senior managers other than the chairman and general manager are unable to perform their duties normally for more than 3 months or are expected to do so due to physical and work arrangements, or are subject to coercive measures taken by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
（13） Other major risks identified by Shanghai Stock Exchange or the company.
Article 14 the directors, supervisors and senior managers of the company shall timely report to the board of directors when there are major changes in the statements and commitments:
(I) address, nationality, ID card (passport) number, spouse, parents and children over the age of 18
Information about women and their spouses;
(II) in case of any change in the shares of the company held by the directors, supervisors and senior managers of the company, they shall report to the company on the date of occurrence;
(III) a close relative holds a position as a director, supervisor and senior manager of the company or holds a position in other companies, and a close relative holds shares and derivatives of the company;
(IV) participate in the securities business training organized and recognized by the CSRC and the Shanghai Stock Exchange;
(V) having a relatively large amount of due outstanding debts, outstanding debts that should be paid according to the judgment and order of the court, or being subject to compulsory measures taken by the court, or being limited by the judgment and order of the court that is still valid;
(VI) serve as a director, supervisor or factory director or manager of bankruptcy liquidation, shutdown and transfer, and serve as the legal representative of a company whose business license has been revoked or ordered to close down due to illegal operation;
(VII) punishment or punishment for violation of laws and regulations or external to relevant proceedings;
(VIII) having other interests in the company or its holding subsidiaries other than those in the preceding paragraph;
(IX) in addition to the information involved in the above questions, there are other matters that need to be declared without declaring that the matter may affect the authenticity and completeness of the answers of directors, supervisors and senior managers to the above questions
