Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as “the company”), ensure the rapid transmission, collection and effective management of major information within the company, disclose information timely, accurately and completely, and safeguard the legitimate rights and interests of the company and 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 hereby formulated in combination with the actual situation of the company in accordance with the provisions of laws, regulations, normative documents and the articles of association, such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed company self regulatory guidelines No. 2 – standardized operation of GEM listed companies, Shenzhen Stock Exchange listed company self regulatory guidelines No. 4 – disclosure of gem industry information.
When the company has a major obligation to report the stock price or other situations that may have a significant impact on the company’s internal trading system or related personnel according to the provisions of Article 2, The system of timely reporting relevant information to the chairman, general manager, board of directors and board of supervisors of the company through the Secretary of the board of directors.
Article 3 this system is applicable to the directors, supervisors, senior managers, departments, branches and subordinate enterprises of the company (referring to the subsidiaries with direct or indirect shareholding ratio of more than 50% or the companies with actual control over them).
Article 4 the persons in charge of each department of the company, the persons in charge of the company’s subordinate branches or wholly-owned subsidiaries, the persons in charge of the company’s holding subsidiaries, and the directors, supervisors and senior managers of the company’s joint-stock companies are the persons who have the obligation to report material information to the board of directors (i.e. “information reporting obligors”), and have the obligation to report the material information known within their scope of authority.
The controlling shareholders of the company, shareholders holding more than 5% of the shares of the company and the actual controllers of the company shall timely report the relevant information to the chairman, general manager and Secretary of the board of directors of the company when they have received the material information specified in the system.
Article 5 the Secretary of the board of directors of the company shall undertake the specific work of major information report.
Article 6 the company’s directors, supervisors, general manager, Secretary of the board of directors, other senior managers and those who have access to the company’s major information due to work relationship shall have the obligation of confidentiality before such information has been publicly disclosed in accordance with legal procedures.
Article 7 the Secretary of the board of directors of the company shall, according to the actual situation of the company, regularly communicate and train the information reporting obligor in terms of corporate governance and information disclosure, so as to ensure the timeliness, accuracy and integrity of the internal major information report of the company.
Chapter II Scope of major information
Article 8 major information of the company includes but is not limited to the following situations that occur, occur or will occur in the company and its subordinate branches or wholly-owned subsidiaries, holding subsidiaries and joint-stock companies:
(I) matters to be submitted to the board of directors and the board of supervisors of the company for deliberation;
(II) each subsidiary shall convene the board of directors, board of supervisors and shareholders’ meeting and make resolutions;
(III) statements, opinions and reports of independent directors of the company;
(IV) the following major transactions have occurred or are planned to occur in all departments, branches or subsidiaries of the company, including but not limited to:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of 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 holding 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. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
12. Other major transactions.
The above purchased and sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
(V) the following related party transactions have occurred or are planned to occur in the company or wholly-owned subsidiaries or holding subsidiaries, including:
1. The transactions mentioned in Item (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. Joint investment with related parties;
7. Other matters that may cause the transfer of resources or obligations through agreement.
(VI) major litigation and arbitration matters;
(VII) project initiation and change of investment projects with raised funds and infrastructure and technological transformation projects to be changed;
(VIII) profit distribution and conversion of capital reserve into share capital;
(IX) matters related to the company’s share repurchase;
(x) the company has commitments, and the shareholders, controlling shareholders and actual controllers of the company have commitments to the company or other shareholders;
（11） The company has the following situations that expose the company to significant risks:
1. Major losses or losses;
2. Major debts have occurred, major debts have not been paid off or major creditor’s rights have not been paid off when they are 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 ordered to close down by the competent authority according to law;
6. The company is expected to be insolvent (generally means that the net assets are negative);
7. The main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
8. The main assets are sealed up, seized, frozen or mortgaged or pledged;
9. Major or all businesses come to a standstill;
10. The company is investigated by the competent authority or subject to major administrative and criminal penalties due to suspected violations of laws and regulations; 11. The directors, supervisors and senior managers of the company are investigated or taken compulsory measures by the competent authorities due to suspected violations of laws and regulations and are unable to perform their duties.
（12） The company is under any of the following circumstances:
1. Change the company’s name, articles of association, registered capital, registered address, office address, etc;
2. Major changes in business policy, business scope and main business of the company;
3. Change accounting policies or accounting estimates;
4. The board of directors of the company deliberates and 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. The shareholding of shareholders or actual controllers who hold more than 5% of the company’s shares or control the company has changed or plans to change greatly;
7. The chairman, general 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. Enter into contracts that may have a significant impact on the company’s assets, liabilities, equity and operating results; 10. Newly promulgated laws, administrative regulations, departmental rules and policies may have a significant impact on the company’s operation;
11. Appointing and dismissing an accounting firm to audit 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, custody or trust;
14. Obtain extra income equal to large government subsidies;
15. Reversal of large asset impairment reserves or other events that may have a significant impact on the company’s assets, liabilities, equity or operating results.
（13） The amount of procurement, sales, project contracting or provision of labor services related to daily production and operation signed by the company at one time accounts for more than 50% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 100 million yuan;
（14） The company has one of the following situations that make the company’s core competitiveness face major risks: 1. Major adverse changes have taken place in the acquisition or use of important assets or technologies such as trademarks, patents, know-how and franchise rights in use;
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 risk situations affecting core competitiveness.
（15） The company has made important progress in research and development of new technologies, new products, new services or transformation of existing technologies independently or in cooperation with a third party, which has a significant impact on the company’s profits or future development;
（16） The company is ordered to make corrections due to errors or false records in the financial and accounting reports publicly disclosed in the early stage, or the board of directors decides to make corrections;
（17） The company’s capital reduction (except repurchase), merger and division plans involving share changes have been approved by the CSRC;
（18） In the process of drug R & D and registration, the company has one of the following situations:
1. Clinical trials can be carried out according to relevant regulations;
2. The clinical trial has made phased progress (entering phase I, II, III and IV);
3. Termination of clinical trials;
4. Receipt of new drug certificate;
5. Receiving the approval documents of drug production license (including drug registration certificate, imported drug registration certificate, pharmaceutical product registration certificate, etc.);
6. Obtain drug production license;;
7. Products pass or fail to pass the conformity evaluation;
8. Other circumstances that Shenzhen Stock Exchange or the company believes may have a significant impact on the company’s drug R & D and registration.
（19） When the company registers relevant drugs in the United States or the European Union, it shall disclose them in time with reference to the domestic registration procedures;
（20） The company obtains domestic and foreign clinical trial license, new drug certificate, drug production license and other qualification license documents or patent franchise through other channels other than self-development;
（21） In the process of drug R & D and registration, the company has completed clinical trials and obtained the summary report of clinical trials;
（22） The company applies for withdrawal of drug registration and receives the approval documents of the competent department on withdrawal of drug registration;
（23） The company is under any of the following circumstances:
1. The company decides not to apply for re registration, be cancelled or not to re register before the expiration of the validity period of drug production license and other approval documents whose sales in the latest fiscal year account for more than 10% of the company’s main business income in the same period;
2. The average selling price of products accounting for more than 30% of the company’s sales revenue in the latest fiscal year fell sharply, more than 30% lower than that at the beginning of the year;
3. The scope of application of drugs whose sales volume accounted for more than 10% of the company’s main business income in the same period in the latest fiscal year has changed significantly;
4. The competent department draws a conclusion on the unqualified GMP inspection of the enterprise. Due to quality problems, the products fail to pass the sampling inspection, resulting in product recall of level I and level II specified in the measures for the administration of drug recall;
5. Adverse reactions of users of the company’s products or a wide range of media doubts and safety complaints; 6. The company’s drugs enter or exit the national medical insurance drug catalogue;
7. Major changes have taken place in industrial policies, major patent infringement lawsuits have been filed against the company’s main products, and new products or technical routes have emerged in the market, which has a significant adverse impact on the company;
（24） If the drugs produced and sold by the company win the bid and enter the centralized volume procurement catalogue of drugs, the following information shall be disclosed in time:
1. The basic information of the drug, including the drug name or code, registration classification, indications or functions;
2. The sales volume of the drug in the latest fiscal year and its proportion in the company’s main business income in the same period; 3. The bid winning price, purchase quantity and purchase area of the drug included in the centralized volume purchase catalogue of drugs;
4. The impact on the company of the drug being included in the centralized volume purchase catalogue of drugs.
If the drugs produced and sold by the company fail to win the bid and the drugs are purchased in a centralized manner, they shall be disclosed in time after the relevant bid winning results are announced and the impact on the company shall be explained.
Article 9 if the controlling shareholder of the company intends to transfer its shares of the company, resulting in the change of the controlling shareholder of the company, the controlling shareholder of the company shall timely report the information to the chairman of the company and the Secretary of the board of directors after reaching an agreement with the transferee on the share transfer, and continuously report the process of share transfer to the company. If the court decides to prohibit the controlling shareholders of the company from transferring their shares of the company, the controlling shareholders of the company shall timely report the information to the chairman of the company and the Secretary of the board of directors after receiving the court’s ruling.
Article 10 relevant personnel, departments, institutions and units with reporting obligations in accordance with the provisions of this system shall provide the company with major information in writing, including but not limited to agreements or contracts related to the information, government approvals, laws and regulations, court judgments or rulings and information introduction.
Chapter III internal reporting procedures for major information
Article 11 the information reporting obligors of all departments (including branches, the same below) and wholly-owned and holding subsidiaries of the company shall, at any of the following time points, report to the Secretary of the board of directors of the company the major information that may occur within the responsibility of the department or the company:
(I) when each department or subsidiary intends 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) heads of departments and subsidiaries or
