Jinhe Biotechnology Co.Ltd(002688)
Major event reporting system
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure, standardize the company’s information disclosure, promote the company’s standardized operation according to law, 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, in accordance with the company law and the securities law This system is formulated in accordance with the requirements of the administrative measures for information disclosure of listed companies and the stock listing rules of Shenzhen Stock Exchange (revised in 2022). Chapter II Basic Principles of major event report
Article 2 the reporting system of major events 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 stocks and securities and their derivatives, the relevant personnel and units who are obliged to report in accordance with the provisions of this system shall report the relevant information to the Secretary of the board of directors or the securities affairs center at the first time.
Article 3 the “information reporting obligor” mentioned in this system includes but is not limited to:
(I) relevant personnel within the company who contact and obtain major information, including but not limited to directors, supervisors and senior managers of the company and its holding subsidiaries, personnel involved in the planning, demonstration and decision-making of major matters within the company, personnel of relevant departments within the company, including financial personnel, internal auditors Information disclosure staff and other personnel who know or may know insider information due to their positions in the company;
(II) controlling shareholders, actual controllers and other shareholders holding more than 5% of the shares of the company;
(III) other relevant personnel within the company who may have knowledge of the company’s major information.
Article 4 for major matters that need to be disclosed in accordance with laws and regulations, measures for the administration of information disclosure of listed companies, Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), the company’s information disclosure department shall report and disclose major matters of the company in a true, accurate, complete and timely manner in strict accordance with the provisions of the company’s information disclosure system.
This system is applicable to the company and its wholly-owned subsidiaries and holding subsidiaries.
Chapter III contents of major events
Article 5 the “major events” referred to in this system include but are not limited to the following events and progress occurred or about to occur in the company and its wholly-owned subsidiaries and holding subsidiaries, specifically including:
(I) matters to be submitted to the board of directors, the board of supervisors and the general meeting of shareholders for deliberation;
(II) matters on which the subsidiaries hold the board of directors, the board of supervisors and the shareholders’ meeting and propose to 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 (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but still including the purchase and sale of such assets in asset replacement);
2. Foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.);
3. Provide financial assistance;
4. Provide guarantee (including guarantee for subsidiaries);
5. Leased in or leased out assets;
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. Other transactions recognized by the CSRC and Shenzhen Stock Exchange.
In the above transactions, when transactions 2 to 4 occur, the information reporting obligation shall perform the reporting obligation regardless of the amount; If other transactions meet one of the following standards, they shall be reported in time:
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 index calculation is negative, take its absolute value for calculation. When the company and the same trading party have two transactions in opposite directions at the same time, the reporting standard shall be calculated according to the higher of the transaction indicators in a single direction. Due to the attention of the information reporting obligor to the statistics of the cumulative amount of the above transactions and similar transactions related to the transaction object of the company within 12 months, once it is found that the cumulative amount reaches the relevant standards, it shall report in time.
(IV) related party transactions of the company or its subsidiaries, including:
1. Sign the 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 with related parties;
7. Other matters that may cause the transfer of resources or obligations through agreement;
8. Other matters recognized by the CSRC and Shenzhen Stock Exchange.
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 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; The estimated results of the total amount of daily connected transactions in the year have been considered and approved by the general meeting of shareholders and disclosed. The daily connected transactions exceeding the estimated total amount in the actual implementation.
(V) major litigation and arbitration matters, including but not limited to:
1. Major litigation and arbitration matters involving an amount of more than 10% of the absolute value of the company’s latest audited net assets and an absolute amount of more than 10 million yuan;
2. If the cumulative amount involved in litigation and arbitration matters within 12 consecutive months reaches the standards mentioned in the preceding paragraph, the above provisions shall apply;
3. Litigation and arbitration matters that fail to meet the above standards or have no specific amount involved, but the board of Directors believes that they may have a significant impact on the operation and management of the company based on the particularity of the case.
(VI) major changes:
1. Change the company name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number;
2. Major changes in business policies and business scope;
3. Change the investment project of raised funds;
4. Change accounting policies and accounting estimates;
5. Change the accounting firm providing audit services for the company;
6. The shareholding of shareholders or actual controllers holding more than 5% of the company or the situation of controlling the company has changed or plans to change greatly;
7. More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship or trust, or their voting rights are restricted according to law;
8. The chairman, general manager, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
9. Major changes in production and operation, external conditions or production environment (including major changes in product prices, raw material procurement, sales methods, major suppliers or customers, etc.); 10. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
11. Newly promulgated laws, administrative regulations, departmental rules and policies may have a significant impact on the company’s operation;
12. Other circumstances recognized by CSRC, Shenzhen Stock Exchange or the company. (VII) other major matters.
Chapter IV reporting procedures for major events
Article 6 the following procedures shall be strictly followed in the report of major events:
（1） Within 24 hours of the occurrence of the matters specified in Article 5, the heads of relevant departments or relevant personnel of the company and its subsidiaries shall collect and carefully check the relevant information and materials, and notify the Secretary of the board of directors or the securities affairs center orally or in writing;
（2） After review, the Secretary of the board of directors shall determine the major matters to be disclosed according to the company’s information disclosure system, and formulate or review the information disclosure manuscript as soon as possible.
（3） Where disclosure is required, the securities affairs center shall make an announcement within two trading days from the date of occurrence of the events specified in Article 5.
Chapter V division of responsibilities for reporting major events
Article 7 duties of the Secretary of the board of directors:
（1） The Secretary of the board of directors is responsible for organizing and coordinating the reporting of major events of the company, collecting and reporting major events of the company to the board of directors, performing relevant information disclosure obligations in accordance with the relevant provisions of the company’s information disclosure system, and ensuring that the company’s information disclosure of major events is fair, true, accurate, complete and timely;
（2） Undertake the confidentiality obligation of major matters. When major matters are disclosed, take remedial measures in time, report to the exchange and securities regulatory authorities and make an announcement.
Article 8 responsibilities of securities affairs representative:
（1） Assist the Secretary of the board of directors in performing his duties;
（2） When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall exercise his rights and perform his duties. During this period, the Secretary of the board of directors shall not be exempted from his responsibilities for major event reports, company information disclosure and other matters.
Article 9 responsibilities of heads of relevant departments or relevant personnel of the company and its subsidiaries:
（1） Timely collect and carefully check relevant information in the first time after major events occur, and submit it orally or in writing to the Secretary of the board of directors or the securities affairs center;
（2） Be responsible for keeping confidential the major matters provided before public disclosure.
Chapter VI supplementary provisions
Article 10 if a major event is not reported in time due to the dereliction of duty of the responsible person, causing serious impact or loss to the company, the company shall criticize, warn or dismiss the responsible person, and has the right to investigate the legal responsibility of the responsible person according to the situation.
Article 11 if the system needs to be modified due to the revision of laws, regulations, normative documents, stock listing rules of the exchange and the company’s information disclosure management system, the board of directors of the company shall timely modify the relevant contents of the system, and the company shall implement them in accordance with the modified contents. Article 12 the system shall come into force from the date when it is deliberated and adopted by the board of directors.
Jinhe Biotechnology Co.Ltd(002688)
Board of directors
April 20, 2002
