Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”), ensure the rapid transmission, collection and effective management of major information within the company, timely, accurate, comprehensive and complete disclosure of information, and safeguard the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) This system is formulated in combination with the actual situation of the company in accordance with the requirements of relevant laws and regulations such as the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and the articles of association of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 the major information reporting system of the company 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 person responsible for reporting the obligation in accordance with the provisions of this system shall report the relevant information to the board of directors and the Secretary of the board of directors of the company at the first time.
Article 3 when the Secretary of the board of directors needs to know the situation and progress of major matters, relevant departments and personnel shall actively cooperate and assist, reply in a timely, accurate and complete manner, and provide relevant materials as required.
Article 4 the term “internal information reporting obligor” as mentioned in this system includes:
（1） Directors, supervisors and senior managers of the company;
（2） Heads of all departments and subordinate branches of the company;
（3） Directors, supervisors and senior managers of wholly-owned or holding subsidiaries of the company;
（3） The directors, supervisors and senior managers assigned by the company to the joint-stock company;
（4） Controlling shareholders and actual controllers of the company;
（5） Other shareholders holding more than 5% of the shares of the company;
（6） Other personnel who may have knowledge of major events of the company.
Article 5 this system is applicable to the company and its branches and subsidiaries.
Chapter II Scope of major information
Article 6 major information of the company includes but is not limited to the following contents and continuous change process of the company and its subordinate branches and subsidiaries:
（1） Matters to be submitted to the board of directors and the board of supervisors of the company for deliberation;
（2） Matters to be considered by the board of directors (decided by the executive director), the board of supervisors (decided by the supervisor) and the general meeting of shareholders (decided by the shareholders) of each subsidiary;
（3） Major transactions, including:
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 wholly-owned 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 and 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 Shenzhen Stock Exchange.
The following activities do not belong to the above matters:
1. Purchase of raw materials, fuel and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
2. Selling products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
3. Although the transactions specified in the preceding paragraph are carried out, they belong to the main business activities of the company.
In the above matters, 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, the reporting obligor shall perform the reporting obligation:
1. The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
2. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
3. The profit generated from the transaction 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 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;
5. The net profit related to 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
（4） Related party transactions, including:
1. The transactions specified in Item (3) 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 by related parties;
7. Other matters that may cause the transfer of resources or obligations through agreement;
If the related party transaction (except providing guarantee) 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. The amount of transactions between the company and related legal persons exceeds 3 million yuan and accounts for more than 0.5% of the absolute value of the company’s latest audited net assets.
If the company provides guarantee for related parties, regardless of the amount, it shall report in time.
（5） Major litigation and arbitration matters, including:
1. 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. Litigation and arbitration matters that have occurred within 12 consecutive months and the accumulated amount involved has reached the standards mentioned in the preceding paragraph;
3. Litigation and arbitration matters that may have a great impact on the company’s production and operation, the stability of control, the trading price of the company’s shares and their derivatives or investment decisions;
4. 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;
5. Other circumstances deemed necessary by Shenzhen Stock Exchange.
（6） Major risks, including:
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 revoked its business license, ordered to close down or forcibly dissolved by the competent authority according to law;
6. The expected 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 for business use are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the assets; 9. The company is investigated by the competent authority or subject to major administrative punishment or criminal punishment for suspected violation of laws and regulations, and the controlling shareholder and actual controller are investigated by the competent authority, take compulsory measures or subject to major administrative punishment or criminal punishment for suspected violation of laws and regulations;
10. Directors, supervisors and senior managers of the company are unable to perform their duties normally, or are investigated and taken compulsory measures by competent authorities due to suspected violations of laws and regulations, or are subject to major administrative and criminal penalties;
11. 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;
12. The core trademarks, patents, know-how, franchise rights and other important assets used by the company or the core technology licenses expire, major disputes occur, the use is restricted or other major adverse changes occur;
13. Major products, core technologies, key equipment and business models are at risk of being replaced or eliminated; 14. The R & D of important R & D projects fails, terminates, fails to obtain the approval of relevant departments, or the company waives the continuous investment or control over important core technology projects;
15. Major environmental, production and product safety accidents;
16. Receive the notice of the decision of the government departments to control, stop production, relocate and close down within a time limit;
17. Improper use of science and technology and violation of scientific ethics;
18. Other major risk situations, major accidents or negative events recognized by Shenzhen Stock Exchange or the company.
（7） Major changes, including:
1. Change the company’s name, stock abbreviation, articles of association, registered capital, registered address, office address and contact number. If the articles of association are changed, the new articles of association shall also be disclosed in qualified media;
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 financing plans for domestic and foreign issuance;
5. The company has received corresponding review opinions on the issuance of new shares or other domestic and foreign issuance financing 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 actual controller of the company and other enterprises under its control have undergone major changes in the same or similar business as the company;
8. The chairman, 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 the price or market capacity of main products, procurement and sales methods of raw materials, important suppliers or customers, etc.);
10. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity or operating results; 11. Changes in laws, administrative regulations, departmental rules, normative documents, policies, market environment, terms of trade and other external macro environment may have a significant impact on the company’s operation;
12. Appoint and dismiss accounting firms that provide audit services for the company;
13. The court ruled to prohibit the controlling shareholder from transferring its shares;
14. 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;
15. Obtain extra income equal to large government subsidies;
16. Other events that may have a significant impact on the company’s assets, liabilities, equity or operating results; 17. Other circumstances recognized by China Securities Regulatory Commission and Shenzhen Stock Exchange..
（8） Other major events, including:
1. Change the investment project of raised funds;
2. Correction 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 issues securities, repurchases shares, mergers and acquisitions, equity incentive plans and other related matters;
7. Acquisition and changes in equity of related shares;
8. Commitments of the company and its shareholders;
9. The company independently or cooperates with a third party to research and develop new technologies, new products, new businesses, new services or transform existing technologies, and relevant matters have a significant impact on the company’s profits or future development;
10. Other circumstances or events that may have a great impact on the trading price of the company’s shares and their derivatives.
（9） The major events listed in paragraph 2 of Article 80 and paragraph 2 of Article 81 of the securities law also belong to the major information referred to in this system.
Article 7 if the controlling shareholder or actual controller of the company changes or intends to change, the controlling shareholder of the company shall timely report the information to the board of directors and the Secretary of the board of directors after reaching an intention on the matter, and continue to report the process of change.
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 board of directors and the Secretary of the board of directors of the company after receiving the court’s ruling.
Chapter III internal reporting procedures for major information
Article 8 all departments and subordinate branches and subsidiaries of the company shall timely report to the Secretary of the board of directors of the company the major information that may occur within the scope of their own responsibility or their subsidiaries after the major event first touches any of the following time points:
（1） When the major matter is to be submitted for deliberation;
（2） When the relevant parties intend to conduct consultation or negotiation on this major matter;
（3） When the person in charge of each department or branch of the company or the directors, supervisors and senior managers of subsidiaries know or should know the major event.
Article 9 all departments and subordinate branches and subsidiaries of the company shall report to the Secretary of the board of directors of the company the progress of major information matters within the scope of responsibility of the department or the company in accordance with the following provisions;
（1） If a resolution has been made on the major event, the resolution shall be reported in time;
（2） If the company signs a letter of intent or agreement with relevant parties on the disclosed major events, it shall timely report the main contents of the letter of intent or agreement; 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;
（3） If a major event is approved or rejected by relevant departments, the approval or rejection shall be reported in time;
（4） In case of overdue payment in major events, the reasons for overdue payment and relevant payment arrangements shall be reported in time; （5） 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;
（6） 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 shares and their derivatives, the progress or change of the event shall be reported in time.
Article 10 the relevant personnel who have the obligation of material information reporting in accordance with the provisions of this system shall immediately report to the directors of the company in the form of interview or telephone as soon as they know the material information described in Chapter II of this system
