Shandong Fengyuan Chemical Co.Ltd(002805)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to strengthen the internal reporting of major information of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as “the company” or “the company”), ensure the rapid transmission, collection and effective management of major information within the company, timely, accurately and completely disclose information, and safeguard the legitimate rights and interests of the company and investors, This system is formulated in accordance with the company law of the people’s Republic of China, 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 and other laws and regulations and the articles of association, and in combination with the actual situation of the company.
Article 2 the internal reporting system of the company’s material information refers to the relevant personnel, institutions and departments (hereinafter referred to as “information reporting obligors”) who have the reporting obligation in accordance with the provisions of this system when there is, occurs or is about to occur a situation or event that may have a great impact on the stock price of the company or the trading price of other securities derivatives, The system of reporting relevant information to the company’s board of directors, chairman and Secretary of the board of directors at the first time.
Article 3 the applicable objects of this system are as follows:
(I) directors and board of directors of the company;
(II) the company’s supervisors and the board of supervisors;
(III) senior management of the company;
(IV) departments, subsidiaries and their principals of the company;
(V) controlling shareholders, actual controllers and shareholders holding more than 5% of the shares of the company;
(VI) other institutions, departments and personnel responsible for information disclosure as stipulated by laws, administrative regulations, rules, normative documents and regulatory authorities.
Article 4 the persons in charge of each department of the company, the persons in charge of subsidiaries of the company, the persons in charge of wholly-owned subsidiaries or holding subsidiaries of the company, and the directors, supervisors and senior managers of the company stationed in joint-stock companies are the persons who have the obligation to report important information to the Secretary of the board of directors, the chairman of the board of directors and the board of directors of the company (i.e. “information reporting obligors”), It has the obligation to report the major information known within its terms of reference. The controlling shareholders, actual controllers and shareholders holding more than 5% of the company’s shares shall timely report the relevant information to the Secretary of the board of directors, the chairman of the board of directors and the board of directors of the company when they receive the material information specified in the system.
Article 5 the reporting obligor of major events of the company shall report to the chairman in a timely, accurate, true and complete manner in accordance with the time limit specified in the system, inform the Secretary of the board of directors at the same time, and submit relevant materials for the record. Article 6 the Secretary of the board of directors of the company shall undertake the specific work of major information report.
Article 7 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 8 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 obligors on corporate governance and information disclosure, so as to ensure the timeliness, accuracy and integrity of the company’s internal major information reports.
Chapter II Scope of major information
Article 9 the company’s major information includes but is not limited to the following situations that occur, occur or will occur in the company and its subsidiaries or wholly-owned subsidiaries, holding subsidiaries and joint-stock companies and their continuous change process:
（1） Matters to be submitted to the board of directors and the board of supervisors of the company for deliberation;
（2） Each subsidiary shall convene the board of directors, the board of supervisors and the shareholders’ meeting (including the notice of changing the date of convening the shareholders’ meeting) and make resolutions;
（3） Statements, opinions and reports of independent directors of the company;
（4） Each department, branch or subsidiary of the company has or intends to have the following major transactions, including but not limited to:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.);
3. Provide financial assistance;
4. Provide guarantee;
5. Leased in or leased out assets;
6. Sign management contracts (including entrusted operation, entrusted operation, etc.);
7. Donated or donated assets;
8. Creditor’s rights or debt restructuring;
9. Transfer of research and development projects;
10. Sign the license agreement;
11. Other major transactions recognized by Shenzhen Stock Exchange.
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.
（5） The company or its wholly-owned subsidiary or holding subsidiary has or intends to have the following related party transactions, including: 1. The transactions mentioned in Item (4) 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) litigation and arbitration matters:
1. Major litigation and arbitration 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 5 million yuan;
2. The provisions of this article shall apply if the cumulative amount involved in litigation and arbitration matters within 12 consecutive months reaches the standards mentioned in the preceding paragraph.
(VII) other major events:
1. Change the investment project of raised funds;
2. Matters that seriously affect the normal progress of the investment plan of the raised funds;
3. Performance forecast, performance express and profit forecast;
4. Profit distribution and conversion of capital reserve into share capital;
5. Clarification of abnormal fluctuations and rumors in stock trading;
6. Repurchase of shares;
7. The company plans to merge with other companies;
8. Where the company issues convertible corporate bonds, major matters involving convertible corporate bonds;
9. Shareholders holding more than 5% of the company’s shares are involved in the acquisition or change of share rights and interests;
10. The company plans to implement the equity incentive plan;
12. Sign strategic cooperation agreement;
13. The company applies for bankruptcy or is declared bankrupt;
14. Commitments of the company and its shareholders.
(VIII) major risks:
1. Major losses or losses, with a single loss of more than 1 million yuan;
2. Occurrence of major debts, outstanding major debts due or outstanding major creditor’s rights, with an amount of more than 1 million yuan;
3. The liability for major breach of contract or large amount of compensation that may be borne according to law, with an amount of more than 1 million yuan; 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. Major assets are sealed up, seized, frozen or mortgaged or pledged;
9. Major or all businesses come to a standstill;
10. There are significant adverse changes in the acquisition or use of important assets or technologies such as trademarks, patents, copyrights and proprietary technologies in use by the company;
11. The company is investigated by the competent authority for suspected violation of laws and regulations, or subject to major administrative and criminal penalties; 12. Directors, supervisors and senior managers of the company are investigated or taken compulsory measures by competent authorities due to suspected violations of laws and regulations, or are unable to perform their duties normally for more than 3 months due to physical, work arrangement and other reasons;
13. Other major risks identified by Shenzhen Stock Exchange or the company.
(IX) major changes:
1. Change the company name, stock abbreviation, articles of association, registered capital, registered address, office address and contact number;
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 forms relevant resolutions on the company’s issuance of new shares, convertible corporate bonds or other refinancing schemes;
5. The stock issuance examination committee and merger and reorganization committee of the CSRC shall put forward examination opinions on the refinancing plans such as new shares and convertible corporate bonds and major asset reorganization plans of the company;
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 company’s shares;
7. The chairman, general manager, deputy general manager, directors (including independent directors), key technical personnel 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, sales methods, etc.);
9. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
10. Newly promulgated laws, administrative regulations, departmental rules, normative documents and policies may have a significant impact on the company’s operation;
11. Appoint and dismiss accounting firms that provide audit services for 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, trusteeship, trust or restricted voting rights according to law;
14. Obtain extra income such as large government subsidies or other events that may have a significant impact on the company’s assets, liabilities, equity or operating results;
15. Other circumstances recognized by Shenzhen Stock Exchange or the company.
Article 10 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 11 relevant personnel, departments, institutions and units with reporting obligations in accordance with the 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 briefings.
Chapter III internal reporting procedures for major information
Article 12 all departments (including branches, the same below) and wholly-owned and holding 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 responsibility of the department or the subordinate company after the major event first touches any of the following time points:
(I) when the 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) when the person in charge of the department or subsidiary or the director, supervisor or senior manager of the subsidiary knows or should know the major event.
Article 13 all departments 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 responsibility of the department or the company in accordance with the following provisions:
（1） If the board of directors, the board of supervisors or the shareholders’ meeting makes a resolution on a major event, it shall report the resolution 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 government 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;
(V) if a major event involves the main subject matter to be delivered or transferred, it shall timely report the relevant delivery or transfer matters; If the delivery or transfer of ownership is not completed within 3 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;
(VI) 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 14 relevant personnel who are obligated to report major information in accordance with the provisions of this system shall immediately report to the board of directors and the Secretary of the board of directors in the form of interview or telephone as soon as they know the major information described in Chapter II of this system, and directly submit or fax the written documents related to the major information to the Secretary of the board of directors within 24 hours, If necessary, the original shall be delivered by express mail.
Article 15 the Secretary of the board of directors shall analyze and judge the major information reported in accordance with relevant laws and regulations, the stock listing rules of Shenzhen Stock Exchange and other normative documents and the articles of association. If it is necessary to perform the obligation of information disclosure, the Secretary of the board of directors shall immediately report to the board of directors and the board of supervisors of the company and submit it to the board of directors The board of supervisors shall perform the corresponding procedures
