Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Internal reporting system of major information
Article 1 in order to strengthen the internal reporting of major information of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as "the company"), clarify the information collection and management measures of various departments and subordinate companies of the company (referring to the company's branches and subsidiaries directly or indirectly holding more than 50% of the company or subsidiaries having actual control over them, the same below), and ensure the authenticity, accuracy, completeness, timeliness and accuracy of the company To fairly disclose all information that may have a great impact on the trading price of the company's shares and their derivatives, in accordance with the securities law of the people's Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") and other laws, regulations and normative documents, as well as the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as the "articles of association") This system is formulated in accordance with the relevant provisions of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) information disclosure management system (hereinafter referred to as "information disclosure management system") and in combination with the specific conditions of the company.
Article 2 "major information" as mentioned in this system refers to all information that has a great impact on the trading price of the company's shares and their derivatives, including but not limited to major event information, transaction information, related party transaction information, major operation and management information and other major event information.
The internal reporting system of the company's major information refers to the system that the relevant personnel and the company who have the reporting obligation according to the provisions of this system shall timely report the known major information to the board of directors and the Secretary of the board of directors of the company.
Article 3 the persons in charge of each department of the company, the persons in charge of subordinate companies, and the directors, supervisors and senior managers of the joint-stock companies appointed (or recommended) by the company are the obligors of material information reporting, and are obliged to report the material information known within their terms of reference.
The controlling shareholders of the company and the shareholders holding more than 5% of the shares of the company have the obligation to report the relevant information to the board of directors and the Secretary of the board of directors of the company in a timely manner when they learn of the material information.
Article 4 the company's secretary office is the management department of the company's information disclosure, and the company's senior managers, heads and contacts of the company's departments and subordinate companies are the information reporter (hereinafter referred to as the "reporter"). The reporter has the obligation to report the major information specified in the system and submit relevant documents to the company's secretary office.
Article 5 the reporter shall perform the information reporting obligation to the company's secretary office within the first time specified in the system, and ensure that the relevant documents and materials provided are true, accurate and complete, without false records, misleading statements or major omissions.
The reporter shall be responsible for the authenticity of the reported information.
Article 6 the directors, supervisors, general manager, Secretary of the board of directors and other senior managers of the company and those who know the undisclosed information of the company due to working relationship shall have the obligation of confidentiality before such information is publicly disclosed.
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 reporting obligatory personnel in terms of 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 8 the reporter shall report relevant information to the Secretary Office of the company when the following situations occur, occur or are about to occur in the subordinate departments and companies of the company.
(I) transactions involving the purchase or sale of assets, foreign investment (including entrusted financial management, entrusted loans, etc.), providing financial assistance to other parties, providing guarantees, renting in or renting out assets, entrusted or entrusted management of assets and businesses, gift or gift of assets, reorganization of creditor's rights or debts, signing of technology and trademark license agreement, transfer of research and development projects, etc. with a transaction amount of more than 5 million yuan, It should be reported in a timely manner.
(II) the transfer of resources or obligations between the company and its affiliates, including the purchase of raw materials, fuel and power; Selling products and commodities; Providing or receiving labor services; Entrusted or entrusted sales; Joint investment with related parties; Other matters that may lead to the transfer of resources or obligations through agreement.
When considering related party transactions that require prior approval of independent directors, the company shall submit relevant materials to independent directors for prior approval at the first time through the office of the board of directors.
(III) major litigation and arbitration matters involving an accumulated amount of more than 5 million yuan for 12 consecutive months or a single case;
(IV) it is expected that the company's operating performance will change significantly, the net profit will increase or decrease by more than 50% compared with the same period of last year, or turn losses into profits, or there will be losses;
(V) there is a big difference between the current performance of the company and the disclosed profit forecast;
(VI) provision for impairment of large assets;
(VII) the company is expected to be insolvent (generally means that the net assets are negative);
(VIII) major losses occurred or suffered;
(IX) 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; (x) may be liable for major breach of contract or large amount of compensation according to law;
（11） The company is investigated by the competent authority for suspected violation of laws and regulations, or is subject to major administrative and criminal penalties;
（12） 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;
（13） The main assets are sealed up, seized, frozen or mortgaged or pledged;
（14） Major changes in business policies and business scope;
（15） Change accounting policies and accounting estimates;
（16） Major changes in production and operation or production environment (including major changes in product prices, raw material purchase prices and methods);
（17） The conclusion of important contracts related to production and operation may have a significant impact on the operation of the company; （18） Newly promulgated laws, administrative regulations, departmental rules and policies may have a significant impact on the company's operation;
（19） Obtain extra income such as large government subsidies, reverse the provision for impairment of large assets, or other events that may have a significant impact on the company's assets, liabilities, equity or operating results;
（20） Circumstances or events that have not been listed above, but are determined by the personnel with reporting obligations that may have a great impact on the trading price of the company's shares or their derivatives;
（21） If the matters to be reported involve a specific amount, the standards specified in Item (I) above shall be followed; If the matters to be reported are incurred by subsidiaries, the proportion standard is mainly used as the basis for considering whether to report.
Article 9 if the controlling shareholder of the company intends to transfer the shares of the company, resulting in the change of the controlling shareholder of the company, he shall timely report the information to the chairman of the company after reaching an agreement with the transferee on the share transfer, inform the Secretary of the board of directors at the same time, and continuously report the process of share transfer to the company. If the court decides to prohibit the controlling shareholders 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 and departments (including subordinate companies) with reporting obligations in accordance with the system shall provide the company's secretary office with important information in writing, including but not limited to agreements or contracts, government approvals, laws, regulations, court decisions and briefings related to the information.
The specific contents and other requirements of the above information to be reported by the reporter shall be implemented in accordance with the listing rules and other relevant laws, regulations, normative documents and the company's information disclosure management system.
Article 11 the reporter shall strengthen the study and understanding of laws, administrative regulations, departmental rules and normative documents related to information disclosure, and timely understand and master the latest policy requirements of the regulatory authorities on information disclosure, so as to make the reported information meet the provisions.
Chapter III Division of responsibilities for information reporting
Article 12 the information disclosure of the company shall be under the unified leadership and management of the board of directors. The chairman of the company is the first responsible person for the company's information disclosure, and the Secretary of the board of directors is the direct responsible person. The Secretary office is the management department of the company's information disclosure affairs. All departments and subordinate companies of the company are the internal information disclosure departments of the company, which are responsible for reporting the information specified in the system to the Secretary Office of the company.
Without notifying the company's secretary office and performing the legal approval procedures, no department or subordinate company of the company shall disclose information or make any explanation or explanation on the disclosed information in the name of the company.
Article 13 the senior management of the company, the heads of all departments and subordinate companies of the company shall be the first responsible person for performing the information reporting obligations, and all departments and subordinate companies shall designate special personnel as the contact person for performing the information reporting obligations.
Article 14 the reporter shall be responsible for the collection and sorting of the information to be reported by the Department (subordinate companies) and the preparation and drafting of relevant documents, and report the information to the company's secretary office and submit relevant documents in accordance with the provisions of this system.
Article 15 the company's secretary office is responsible for collecting information from the reporter, preparing information disclosure documents, publicly disclosing information, and communicating and contacting with investors, regulatory authorities and other sectors of society.
Article 16 the general manager, the deputy general manager in charge and the person in charge of finance of the company shall have the obligation to supervise and urge other reporters in addition to reporting major information according to the requirements of this system, and shall supervise and urge the reporters to perform their information reporting duties.
Chapter IV workflow of information report
Article 17 the reporter shall continue to pay attention to the progress of the reported information. In case of the following circumstances in the reported information, he shall fulfill the reporting obligation and provide corresponding documents at the first time:
(I) 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-mentioned letter of intent or agreement changes significantly, or is dissolved or terminated, it shall report the situation and reasons of the change, dissolution or termination in time;
(II) if the disclosed major events are approved or rejected by relevant departments, the approval or rejection shall be reported in time;
(III) in case of overdue payment for major events that have been disclosed, the reasons for overdue payment and relevant payment arrangements shall be reported in time;
(IV) if the disclosed major event involves the main subject matter to be delivered or transferred, the relevant delivery or transfer matters shall be reported in time;
If the delivery or transfer of ownership is not completed within three months after the agreed delivery or transfer period, it shall timely report the reasons for the non completion, progress and expected completion time, and report the progress every 30 days thereafter until the delivery or transfer is completed;
(V) major changes in stock prices or other events that may have a significant impact on the progress of the company's derivative transactions.
Article 18 the contact person of each department and subordinate company of the company shall be responsible for collecting, sorting and preparing the documents and materials related to the information to be reported of the Department (subordinate company), which shall be reviewed and signed by the first responsible person (i.e. the person in charge of the Department), and then the contact person shall notify or deliver the relevant information, documents and materials to the Secretary Office of the company. The first responsible person of each department and subordinate company shall complete the review and sign on the day of receiving relevant documents and materials. If the first responsible person fails or cannot perform this duty, the contact person can directly report the relevant situation to the board of directors of the company.
If the contact person of each department or subordinate company fails to perform or is unable to perform the duties specified in paragraph 1 of this article, the first responsible person shall personally perform or designate another person to perform the duties.
Article 19 the reporter's obligation to notify the company's secretary office of the information report means to notify the company's secretary office of the information to be reported at the first time by telephone, fax or e-mail.
The documents provided by the reporter to the company's secretary office refer to the documents related to the reported information sent to the staff of the company's board of directors.
Article 20 the Secretary of the board of directors has the right to know the details of the information to be reported from the reporter at any time, and the reporter shall explain the situation to the Secretary of the board of directors in a timely and truthful manner and answer relevant questions.
Article 21 the contact person and the first responsible person of each department and subordinate company of the company shall be jointly and severally liable for the performance of the obligation of reporting information, and shall not prevaricate each other.
Chapter V confidentiality obligations and legal liabilities
Article 22 the Secretary of the board of directors, the reporter and other staff who come into contact with the information to be reported due to work relationship shall have the obligation of confidentiality before the relevant information is publicly disclosed.
Article 23 If the reporter fails to fulfill the information reporting obligations in accordance with the provisions of this system, resulting in the violation of the company's information disclosure, causing serious impact or loss to the company, the company shall give the reporter sanctions of criticism, warning, fine or even dismissal, and may require him to bear the liability for damages.
The failure to perform the obligation of information reporting specified in the preceding paragraph refers to the following circumstances, including but not limited to:
(I) fail to report information or provide relevant documents to the company's secretary office;
(II) failing to report information or provide relevant documents to the company's secretary office in time;
(III) there are major concealments, false statements or major misunderstandings in the reported information or documents due to intention or negligence;
(IV) refuse to answer the inquiry of the Secretary of the board of directors on relevant issues;
(V) other circumstances in which the information reporting obligation is not fulfilled.
Chapter VI supplementary provisions
Article 24 the terms "more than" and "more than" in this system include this number.
Article 25 The term "connected person" as mentioned in this system includes connected legal persons, connected natural persons and potential connected persons. The specific scope of connected persons shall be implemented in accordance with the recognition standards for connected persons in the listing rules.
Article 26 The term "the first time" as mentioned in this system refers to the 24 hours after the reporter obtains the information to be reported.
Article 27 the notification methods of the reporter stipulated in this system include telephone notification, e-mail notification, fax notification and written notification.
Article 28 matters not covered in this system shall be implemented in accordance with the company law, securities law and other relevant laws, regulations and normative documents, as well as the articles of association and information disclosure management system.
Article 29 the system shall be interpreted by the board of directors of the company. Article 30 the system is reviewed and approved by the general meeting of shareholders, and the same is true when it is revised.
Shaanxi Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) Group Co., Ltd
