Sansheng Intellectual Education Technology Co.Ltd(300282)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as "the company" or "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 (hereinafter referred to as "the company law") The securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules"), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies This system is formulated in combination with the actual situation of the company in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, Sansheng Intellectual Education Technology Co.Ltd(300282) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the internal reporting system of the company's major information 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 relevant personnel and the company who are obliged to report in accordance with the provisions of this system shall timely report the relevant information to the chairman of the company and the Secretary of the board of directors.
Article 3 the term "internal information reporting obligor" as mentioned in this system includes:
(I) directors, supervisors, senior managers and heads of departments of the company;
(II) directors, supervisors and senior managers of the company's holding subsidiaries;
(III) the directors, supervisors and senior managers dispatched by the company to the joint-stock company;
(IV) controlling shareholders and actual controllers of the company;
(V) other shareholders holding more than 5% of the company's shares;
(VI) all departments of the company and other persons who may know about major events of the company;
(VII) other information disclosure obligors stipulated by the securities regulatory department and the stock exchange.
Article 4 this system is applicable to the company's directors, supervisors, senior managers, various departments of the company, subsidiaries with direct or indirect shareholding ratio of more than 50% or companies with actual control over them.
Chapter II Scope of major information
Article 5 when the following situations occur or are about to occur in the company and its subsidiaries, as well as in the process of continuous change, relevant personnel with internal information reporting obligations shall report relevant information to the Secretary of the board of directors or the chairman of the company in a timely, accurate, true and complete manner. Major information includes but is not limited to important meetings, major transactions, major related party transactions, major events and the continuous change process of the above events that have occurred or will occur in the company and its holding subsidiaries.
Article 6 the "important meetings" referred to in this system include:
(I) matters proposed by the company and its holding subsidiaries to be submitted to the board of directors, the board of supervisors and the general meeting of shareholders for deliberation; (II) matters on which the company and its holding subsidiaries convene the board of directors, the board of supervisors and the general meeting of shareholders and make resolutions;
(III) special meetings held by the company and its holding subsidiaries on major issues described in the system. Article 7 "major transactions" referred to in this system include:
(I) purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but it still includes the purchase and sale of such assets in asset replacement);
(II) foreign investment (including entrusted financial management, entrusted loans, etc.);
(III) provide external financial assistance;
(IV) provide guarantee;
(V) assets leased in or leased out;
(VI) sign management contracts (including entrusted operation, entrusted operation, etc.);
(VII) donated or donated assets;
(VIII) reorganization of creditor's rights or debts;
(IX) sign a license agreement;
(x) transfer or transfer of research and development projects;
（11） Other major transactions recognized by Shenzhen Stock Exchange.
If the above transactions of the company meet one of the following standards, they shall be reported in time after they occur:
(I) 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 evaluated value, the higher one shall be taken as the calculation data;
(II) 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 5 million yuan;
(III) 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;
(IV) the main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan; (V) the related net profit of 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 amount involved in the above indicators is negative, its absolute value shall be taken for calculation.
When calculating the transaction amount, all transactions related to the subscript of the same transaction category shall be calculated cumulatively within 12 consecutive months.
If any of the matters specified in this chapter occurs to the holding subsidiary of the company, it shall be implemented with reference to this standard.
Article 8 the "major connected transactions" referred to in this system include:
(I) see articles 5 to 9 of Sansheng Intellectual Education Technology Co.Ltd(300282) connected transaction decision-making system for the specific interpretation of "connected person".
(II) related party transactions refer to the transfer of resources or obligations between the company, its holding subsidiaries and related parties, including but not limited to the following:
1. Transactions specified in Article 7 of the system;
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. Deposit and loan in the financial company of the related party;
8. Other matters that may lead to the transfer of resources or obligations through agreement.
(III) the following connected transactions must be reported before they occur and should be avoided:
1. Provide financial assistance to related parties, including but not limited to: borrowing the company's funds for use by shareholders and other related parties with compensation or free of charge; Providing entrusted loans to shareholders and other related parties through banks or non bank financial institutions; Issue commercial acceptance bills for shareholders and other related parties without real transaction background; Undertake or repay debts on behalf of shareholders and other related parties;
2. Provide guarantee to related parties;
3. Joint investment with related parties;
4. Entrust related parties to carry out investment activities.
(IV) if a related party transaction 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 its holding subsidiaries and related natural persons;
2. Related party transactions between the company and its holding subsidiaries and related legal persons with a transaction amount of more than 1 million yuan and accounting for more than 0.5% of the absolute value of the company's latest audited net assets.
(V) for the related party transactions to be carried out, each functional department shall submit a written report to the chairman of the board of directors and the Secretary of the board of directors of the company. The report shall explain in detail the specific matters, necessity and rationality, pricing basis, draft transaction agreement and impact on all parties of the related party transactions.
(VI) related party transactions between the company and its holding subsidiaries are exempt from reporting.
(VII) the company and its holding subsidiaries may be exempted from reporting related party transactions with related parties due to public bidding, public auction and other acts.
(VIII) 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.
Article 9 the company and its holding subsidiaries shall timely report any of the following major risks:
(I) major losses occurred or suffered;
(II) the major debts due are not paid off or the major creditor's rights are not paid off when due;
(III) may bear major liability for breach of contract or major liability for compensation according to law;
(IV) provision for impairment of large assets;
(V) the resolutions of the general meeting of shareholders and the board of directors are revoked by the court according to law;
(VI) the company decides to dissolve or is ordered to close down by the competent authority according to law;
(VII) the company is expected to be insolvent (generally means that the net assets are negative);
(VIII) 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;
(IX) major assets are sealed up, seized, frozen or mortgaged or pledged;
(x) major or all businesses come to a standstill;
（11） Major safety and environmental protection accidents that have serious consequences for production and operation or environmental protection and have a certain impact on the society;
（12） Being investigated by competent authorities for suspected violations of laws and regulations, or being subject to major administrative and criminal penalties; （13） The legal representative or the general manager is unable to perform their duties, and the directors, supervisors and senior managers are investigated or taken compulsory measures by the competent authorities due to suspected violations of laws and regulations, or subject to major administrative and criminal penalties; （14） Other major risks identified by Shenzhen Stock Exchange or the company.
If the above matters involve specific amounts, the provisions of Article 7 of this system shall apply mutatis mutandis.
Article 10 in case of any of the following circumstances, the company and its holding subsidiaries shall report in time:
(I) change the company's name, stock abbreviation, articles of association, registered capital, registered address, main office address, contact number, etc. if the articles of association are changed, the new articles of association shall also be submitted;
(II) major changes in business policies and business scope;
(III) change of accounting policies and accounting estimates;
(IV) the legal representative, general manager, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
(V) major changes in production and operation, external conditions or production environment (including major changes in product prices, raw material purchase prices and methods);
(VI) entering into important contracts that may have a significant impact on the company's assets, liabilities, equity and operating results;
(VII) newly promulgated laws, administrative regulations, departmental rules and policies may have a significant impact on the operation of the company;
(VIII) appointing and dismissing accounting firms as auditors of the company;
(IX) obtaining extra benefits such as large government subsidies, reversing 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;
(x) other circumstances recognized by Shenzhen Stock Exchange or the company.
Article 11 the following major litigation or arbitration matters between the company and its holding subsidiaries shall be reported in time: (I) major litigation or 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 5 million yuan;
(II) if the cumulative amount involved in litigation and arbitration matters within 12 consecutive months reaches the standards mentioned in the preceding paragraph, the provisions of this article shall apply. Litigation and arbitration matters, including but not limited to:
1. Submission and acceptance of litigation and arbitration matters;
2. The results of the first and final judgments of litigation cases and the results of arbitration awards;
3. Execution of judgments and awards, etc.
Article 12 in case of any of the following situations in the expected annual, semi annual and first three quarters, it shall be reported in time:
(I) the net profit is negative;
(II) the net profit increased or decreased by more than 50% compared with the same period of last year;
(III) turning losses into profits.
After the report, if there is a great difference in the performance of the current period, it shall also be reported in time.
Article 13 after the holding subsidiary plans to increase its share capital through profit distribution or capital reserve, it shall report the specific contents of the plan in time.
The company and its holding subsidiaries shall also report in time after receiving the profit distribution or capital reserve conversion plan of the participating subsidiaries.
Article 14 If it is proposed to change the investment project of raised funds, the project approved by the board of directors or the general meeting of shareholders and foreign investment, and the new project after the change involves the purchase of assets or foreign investment, the following contents shall be reported in time: (I) the basic information of the original project and the specific reasons for the change;
(II) basic information, feasibility analysis and risk prompt of the new project;
(III) investment plan for new projects;
(IV) description that the new project has been obtained or has yet to be approved by relevant departments (if applicable).
Article 15 the following abnormal fluctuations and rumors in the company's stock trading shall be reported in time according to the following procedures:
(I) the Secretary of the board of directors must report to the chairman of the board of directors and the board of directors on the same day if the company's stock trading has abnormal fluctuations or is recognized as abnormal fluctuations by Shenzhen Stock Exchange;
(II) the Secretary of the board of directors shall verify the causes of abnormal fluctuations in stock trading on the day of abnormal fluctuations in stock trading; On the same day, the company shall deliver a written inquiry letter to the controlling shareholder and its actual controller on whether it has or intends to have asset restructuring, equity transfer or other major matters, and the controlling shareholder and its actual controller shall reply on the same day;
(III) if the information (rumors) spread by the advertising media may or has had a great impact on the trading price of the company's shares and their derivatives, the Secretary of the board of directors shall timely understand the real situation from all parties, and shall inquire in writing and collect the evidence of dissemination if necessary; The company shall deliver a written inquiry letter to the controlling shareholder and its actual controller on whether there are major issues affecting the trading price of the company's shares and their derivatives, and the controlling shareholder and its actual controller shall reply on the same day.
Article 16 directors of the company
