Beijing Quanshi World Online Network Information Co.Ltd(002995)
Internal reporting system of major information
April, 2002
catalogue
Chapter I General Provisions Chapter II Scope of major information of the company Chapter III internal reporting procedures for major information Chapter IV confidentiality obligations Chapter V Management and responsibility division of internal report of major information Chapter VI accountability 15 Chapter VII Supplementary Provisions sixteen
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as "the company"), ensure the effective transmission, review and control 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 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 (hereinafter referred to as the "Listing Rules"), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "standardized operation guidelines") and the Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association")“ Formulate the articles of association and relevant regulations in combination with the actual situation of the company.
Article 2 "major information" referred to 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 meetings, major transaction information, related party transaction information, major events and the continuous progress of the above matters.
Article 3 the company implements the real-time reporting system of major information. When the situations described in Chapter II of this system occur, occur or are about to occur in all departments and holding subsidiaries of the company, the personnel responsible for reporting shall inform the Secretary of the board of directors of the company of the relevant information to ensure that it is timely, true, accurate and complete, and there are no false, seriously misleading statements or major omissions. The Secretary of the board of directors, the reporter and other staff who have access to information due to the working relationship of the company shall have the obligation of confidentiality before the relevant information is publicly disclosed. Before the public disclosure of information, the board of directors of the company shall try to minimize the insiders of information, and the Secretary of the board of directors of the company shall register the insiders.
Article 4 this system is applicable to the company, its holding subsidiaries, joint-stock companies and branches. The "internal information reporting obligor" mentioned in this system includes:
(I) directors, supervisors, senior managers and heads of departments of the company;
(II) heads of all departments, holding subsidiaries and branches of the company;
(III) directors, supervisors and senior managers of the company's investment company;
(IV) controlling shareholders and actual controllers of the company;
(V) other shareholders holding more than 5% of the company's shares;
(VI) other relevant personnel who may be exposed to significant information.
Shareholders holding more than 5% of the company's shares and their persons acting in concert and the actual controller of the company shall also timely inform the Secretary of the board of directors when major events related to the company occur or are about to occur, fulfill the obligation of major information reporting, and ensure that the relevant documents and materials provided by them are timely, accurate and complete without major omissions, false records or misleading statements in accordance with relevant regulations and this system. Before the information is publicly disclosed, the information reporting obligor shall have the obligation of confidentiality.
Chapter II Scope of major information of the company
Article 5 material information of the company 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 the following events that have occurred, occurred or will occur in the company and its holding subsidiaries and the continuous progress of these events:
(I) matters to be submitted to the board of directors and the board of supervisors of the company for deliberation;
(II) the board of directors, the board of supervisors and the general meeting of shareholders held by the company and its holding subsidiaries, issue meeting notices and make resolutions;
(III) the following major transactions have occurred or are planned to occur in each department or subsidiary of the company, including:
1. Purchase of assets;
2. Sale of assets;
3. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
4. Provide financial assistance (including entrusted loans);
5. Provide guarantee (including guarantee for holding subsidiaries);
6. Leased in or leased out assets;
7. Entrusted or entrusted management of assets and businesses;
8. Donated or donated assets;
9. Reorganization of creditor's rights or debts;
10. Transfer or transfer of R & D projects;
11. Sign the license agreement;
12. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
13. Other transactions recognized by the exchange.
In the above matters, in case of transaction in Item 4 or 5, the reporting obligation shall be fulfilled regardless of the amount; If the transaction of other events meets one of the following standards, the reporting obligation shall be performed on the day of occurrence:
1. The total assets involved in the transaction account for more than 10% of the company's total assets audited 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 subject matter of the transaction (such as equity) account for more than 10% of the company's latest audited net assets, 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 company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
4. 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;
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 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation. All transactions related to the subscript of the same transaction category shall be calculated cumulatively for 12 consecutive months.
In case of any event specified in this chapter in the company or its holding subsidiary, this standard shall prevail.
(IV) related party transactions of the company or its holding subsidiaries, including:
1. Sign the transactions specified in Item (III) of this article;
2. Purchase of raw materials, fuel and power;
3. Sales of goods and products;
4. Providing or receiving labor services;
5. Entrusted or entrusted sales;
6. Deposit and loan business;
7. Joint investment with related parties;
8. Other matters that may cause the transfer of resources or obligations through agreement.
For the related party transactions to be conducted, regardless of the amount, each functional department shall submit a written report to the Secretary of the board of directors of the company before the occurrence of the event. The report shall make a detailed description of the specific matters, necessity and rationality, pricing basis, draft transaction agreement and impact on all parties of the transaction.
The company's directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert and actual controllers shall timely inform the company of their relationship with the company.
(V) litigation and arbitration matters:
1. The amount involved exceeds 10 million yuan and accounts for more than 10% of the absolute value of the company's latest audited net assets;
2. Litigation involving the application for revocation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the company;
3. Representative litigation of securities disputes.
If the litigation and arbitration matters that fail to meet the standards of the preceding paragraph or do not have a specific amount involved may have a great impact on the trading price of the company's shares and their derivatives, the company shall also disclose them in time.
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.
(VI) other major matters:
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's securities issuance, repurchase, equity incentive plan and other related matters;
7. Commitments of the company and its shareholders.
(VII) major risks:
1. Suffer heavy losses;
2. The occurrence of major debts and the failure to pay off the due major debts;
3. Liability for major breach of contract or large amount of compensation that may be borne according to law;
4. The company decides to dissolve or is ordered to close down by the competent authority according to law;
5. Major creditor's rights are not paid off when due, or the main debtor is insolvent or enters bankruptcy proceedings;
6. The main business assets of the company are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the total assets;
7. Major or all businesses come to a standstill;
8. The company's suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
9. The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities;
10. The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
11. The chairman or general manager of the company is unable to perform his duties, and the directors, supervisors and senior managers of the company other than the chairman or general manager are unable to perform their duties normally for more than three months or are expected to do so due to physical, work arrangements and other reasons, or are subject to compulsory measures by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
12. Other major risks identified by the exchange or the company.
(VIII) major changes:
1. Change the articles of association, company name, stock abbreviation, registered capital, registered address, office address and contact number of the company. If the articles of association are changed, the new articles of association shall also be disclosed in qualified media;
2. Major changes in business policies and business scope;
3. According to the relevant provisions of the CSRC on industry classification, the company's industry classification has changed;
4. The board of directors deliberated and approved domestic and foreign financing plans such as issuing new shares, convertible corporate bonds, preferred shares and corporate bonds;
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 in production and operation, external conditions or production environment (including major changes in industrial policies, product prices, raw material procurement, sales methods, etc.);
7. The conclusion of important contracts may have a significant impact on the company's assets, liabilities, equity and operating results;
8. The actual controller of the company or the shareholders holding more than 5% of the shares of the company have or intend to have major changes in the shareholding or control of the company;
9. The court ruled to prohibit the controlling shareholders of the company from transferring their shares in the company;
10. The directors, more than one-third of the supervisors, the general manager or the person in charge of finance of the company have changed; 11. More than 5% of the company's shares held by any shareholder are pledged, frozen, judicially marked, judicially auctioned, entrusted, set trust or restricted voting rights, or there is a risk of compulsory transfer of ownership;
12. Obtaining additional income may have a significant impact on the company's assets, liabilities, equity or operating results;
13. Other circumstances recognized by Shenzhen Stock Exchange or the company.
(IX) environmental information:
1. The newly announced environmental laws, regulations, rules and industrial policies may have a great impact on the company; 2. The company is investigated by the environmental protection department for environmental violations, or is subject to criminal punishment and major administrative punishment;
3. The company has major investment activities such as new, reconstruction and expansion of construction projects with significant environmental impact;
4. Due to environmental protection reasons, the company is decided by the relevant people's government or relevant departments to treat within a time limit or stop production, move or close down;
5. The company is sealed up, seized, frozen or mortgaged or pledged due to major litigation or major current assets due to environmental problems.
(x) other major matters:
1. If the company's estimated annual operating performance and financial status fall under any of the following circumstances, it shall report in time within one month from the end of the accounting year:
(1) The net profit is negative;
(2) Net profit turns loss into profit;
(3) Achieve profits, and the net profit increases or decreases by more than 50% compared with the same period of the previous year;
(4) The net profit before and after deducting non recurring profits and losses, whichever is lower, is negative, and the operating income after deducting business income irrelevant to the main business and income without commercial substance is less than 100 million yuan;
(5) The net assets at the end of the period are negative;
(6) The first fiscal year after the delisting risk warning is implemented for the company's stock trading due to the circumstances specified in paragraph 1 of article 9.3.1 of the listing rules;
(7) Other circumstances recognized by Shenzhen Stock Exchange.
If the company expects that one of the situations in items (I) to (III) of the preceding paragraph will occur in the business performance of the half year, it shall report in time within 15 days from the end of the half year.
2. There are great differences after the report;
3. Profit distribution and conversion of capital reserve into share capital;
4. The company's securities issuance, repurchase, equity incentive plan, etc
