Longyuan Electric Power Group Co., Ltd
Internal reporting system for major events
Chapter I General Provisions
Article 1 in order to ensure that the information disclosure of Longyuan Power Group Co., Ltd. (hereinafter referred to as "the company") is true, accurate, complete, timely and fair, protect the interests of shareholders and ensure the standardized operation of the company, In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the Securities Listing Rules of the stock exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules"), and the articles of association of Longyuan Power Group Co., Ltd. (hereinafter referred to as the "articles of association") This system is formulated in accordance with the information disclosure management system of Longyuan Power Group Co., Ltd.
Article 2 this system is the system that the responsible subject of major events of the company timely reports relevant information to the company when major events occur or may occur. It is applicable to the wholly-owned, holding subsidiaries and branches of the company Entities included and consolidated in the audited consolidated accounts of the company as subsidiaries and other entities over which the company has control and considered as subsidiaries of the company in accordance with the Hong Kong Listing Rules (hereinafter collectively referred to as "subsidiaries").
Chapter II Organization and responsibilities
Article 3 The Investor Relations Department of the company is the centralized management department for the reporting of major events, which is specifically responsible for the reception and management of internal reports on major events.
Article 4 subject responsible for reporting major events (hereinafter referred to as "reporting obligor"):
(I) directors, supervisors and senior managers of the company;
(II) heads of functional departments of the company;
(III) directors, supervisors and senior managers of subsidiaries of the company;
(IV) directors, supervisors and senior managers appointed by the company to each subsidiary; (V) leaders of the company's branches;
(VI) controlling shareholders, actual controllers and shareholders holding more than 5% of the company's shares;
(VII) the contact person reported by the above departments or subsidiaries to the Investor Relations Department of the company for filing.
The above-mentioned reporting obligors are obliged to report the major matters known within their scope of authority to the company at the time point specified in the system, and are responsible for the authenticity, accuracy and integrity of the reported matters and relevant materials.
Article 5 each functional department, subsidiary, branch, controlling shareholder and actual controller of the company shall designate one person as the contact person for reporting major events of the unit and report to the Investor Relations Department of the company for the record; In case of any change in the contact person, the change registration shall be handled with the Investor Relations Department of the company within 2 working days from the date of change.
Chapter III Scope and reporting time of major events
Article 6 the major events mentioned in this system include but are not limited to:
(I) matters to be submitted to the general meeting of shareholders, the board of directors and the board of supervisors for deliberation and relevant resolutions;
(II) the company or its subsidiaries and branches sign important contracts related to daily production and operation activities, and the contract amount accounts for more than 5% of the company's latest audited net profit (if the contract amount of overseas business is in foreign currency, it shall be converted according to the exchange rate on the reporting date), or other important contracts that may have a significant impact on the company's assets, liabilities, equity and operating results;
(III) the company or its subsidiaries and branches account for more than 5% of the company's latest audited net profit, or other investment projects that may have a significant impact on the company's assets, liabilities, equity and operating results;
(IV) according to Chapter 14 of the Hong Kong listing rules, major transactions such as share transactions that meet the disclosure standards, transactions to be disclosed, major transactions, very significant sales and very significant acquisitions. For details, please refer to Appendix 1 of this system; (V) major matters to be disclosed in accordance with the continuing responsibilities of the listed company in Chapter 13 of the Hong Kong listing rules, including loans to an entity, financial assistance and guarantees provided by the listed company to affiliated companies, pledge of shares by controlling shareholders, conditions on the performance of specific responsibilities by controlling shareholders contained in the loan agreement, violation of the loan agreement, winding up and liquidation of the listed company, etc, See Appendix II of the system for details;
(VI) the company or any member of the Group intends to repurchase, sell or otherwise redeem the listed securities of the company;
(VII) the company intends to allot, issue or grant shares, securities for convertible shares or options, warrants or similar rights to subscribe for any shares or such convertible securities; (VIII) any guarantee provided by the company or its subsidiaries and branches;
(IX) related party (connected) transactions of the company or its subsidiaries and branches;
(x) major litigation and arbitration matters of the company or its subsidiaries and branches meet one of the following standards:
1. Major litigation and arbitration involving an amount of more than RMB 10 million and accounting for more than 10% of the absolute value of the company's latest audited net assets, or the possible profit and loss reaches 10% of the listed company's latest audited net profit in the latest fiscal year; 2. Litigation and arbitration matters that fail to meet the standards of the preceding paragraph or have no specific amount involved, but may have a great impact on the trading price of the company's shares and their derivatives due to the particularity of the case;
3. Litigation matters involving the application for cancellation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the company;
4. Litigation and arbitration matters involving the legal representative of the company.
（11） The following situations may cause the company to face significant risks:
1. Major losses or losses;
2. Major debts occur, major debts are not paid off when due, or major creditor's rights are not paid off when 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 forcibly dissolved 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. The company is investigated by the competent authority or subject to major administrative and criminal penalties due to suspected violations of laws and regulations;
11. The directors, supervisors and senior managers of the company are unable to perform their duties due to investigation or compulsory measures taken by the competent authorities due to suspected violations of laws and regulations, or are unable to perform their duties normally for more than three months due to physical, work arrangement and other reasons;
12. Other major risks identified by the securities regulatory authority, Shenzhen Stock Exchange or the company.
（12） The company has the following circumstances:
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 and business scope;
3. Change accounting policies and accounting estimates;
4. The board of Directors approves the issuance of new shares or other refinancing schemes;
5. The issuance Review Committee of the CSRC (including the review committee of mergers and acquisitions of listed companies) puts forward corresponding review opinions on the company's issuance of new shares or other refinancing 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 chairman, general manager, directors (including independent directors), 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 an accounting firm as the auditor of 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 voting rights are restricted according to law;
14. Obtaining extra income equal to large government subsidies or other events that may have a significant impact on the assets, liabilities, equity or operating results of the listed company; 15. Matters that may constitute inside information of the company, i.e. about the company, its shareholders or senior managers, its listed securities or derivatives of such securities, are not generally known to those who habitually (or are likely to) trade in the listed securities of the company, but if such information or information is generally known to them, Specific information or materials that are likely to have a significant impact on the price of the company's listed securities;
16. The Listing Rules of the place where the company's shares are listed or other circumstances recognized by the company.
（13） Other situations that may constitute inside information of the company, i.e. information about the company, shareholders or senior managers of the company, listed securities of the company or derivatives of such securities, are not generally known to those who habitually (or are likely to) trade in listed securities of the company, but if such information or information is generally known to them, Specific information or materials that are likely to have a significant impact on the price of the company's listed securities.
Article 7 shareholders or actual controllers who hold or control more than 5% of the shares of a listed company shall take the initiative to inform the board of directors of the company and cooperate with the company to fulfill its obligation of information disclosure in accordance with the Listing Rules:
(I) more than 5% of the shares of the company held and controlled by relevant shareholders are pledged, frozen, judicial auction, trusteeship or trust, or their voting rights are restricted according to law;
(II) relevant shareholders or actual controllers enter into bankruptcy, liquidation, etc; (III) major changes have taken place or are planned to take place in the shareholding or control of the company by relevant shareholders or actual controllers, and major changes have taken place in the actual controllers and other enterprises under their control engaged in the same or similar business as the company;
(IV) relevant shareholders or actual controllers intend to restructure the company's major assets or liabilities;
(V) the controlling shareholder or actual controller is investigated or taken compulsory measures by the competent authority due to suspected violations of laws and regulations, or is subject to major administrative or criminal penalties;
(VI) other circumstances recognized by the Listing Rules of the place where the company's shares are listed.
Article 8 if the company has publicly disclosed the major events described in this chapter, the reporting obligor shall also continuously report the progress of major events in accordance with the following provisions:
(I) if the board of directors, the board of supervisors or the general meeting of shareholders form a resolution on major matters, report the resolution in time;
(II) if it intends to sign a letter of intent or agreement with relevant parties on the major matter, it shall report the main contents of the letter of intent or agreement 5 working days in advance; If the content or performance of the above letter of intent or agreement changes significantly or is dissolved or terminated, the situation and reasons for the significant change, dissolution or termination shall be reported in time;
(III) if the major matter is approved or rejected by relevant departments, report the approval or rejection in time;
(IV) in case of overdue payment for such major event, timely report the reasons for overdue payment and payment arrangements;
(V) if the main subject matter involved in the major event has not been delivered or transferred, report the 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 reasons for the delay, progress and expected completion time shall be reported in time, and the progress shall be reported every 30 days until the delivery or transfer is completed;
(VI) in case of any other progress or change that may have a great impact on the trading price of the company's shares and their derivatives, the progress or change shall be reported in time.
Chapter IV reporting procedures and relevant requirements for major events
Article 9 the following procedures shall be followed in the report of major events:
(I) when major events specified in this system occur in subsidiaries and branches of the company at all levels, they shall be reported to the joint stock company after performing the internal decision-making and approval procedures of subsidiaries and branches, and the company shall sign and approve them to relevant departments according to the event category and department responsibilities;
(II) the functional departments of the company collect and summarize the major events within the scope of their respective responsibilities of the subsidiaries and branches within the scope of their respective functions, and timely report the major events involving public disclosure to the investor relations department after confirming and judging the reported events;
(III) the Secretary of the board of directors shall determine whether the corresponding disclosure procedures are performed for major matters. After determination, the Secretary of the board of directors shall organize the investor relations department to complete the relevant work of information disclosure.
Matters that need to perform the approval procedures of the meeting shall be reported to the chairman in time, and the meeting notice shall be issued in time in accordance with the provisions of the articles of association.
For the sensitive information concerned by investors but not mandatory information disclosure, the investor relations department shall organize relevant departments of the company to timely communicate and exchange or clarify with relevant regulatory authorities and investors according to the actual situation.
Article 10 relevant written materials shall be submitted for major matters, including but not limited to:
(I) reasons for major events, basic information of all parties and main contents of major events;
(II) relevant legal documents such as notification of award, letter of intent or agreement;
(III) government approvals, laws and regulations, legal documents, etc. involved;
(IV) legal opinions on major issues issued by the company's legal adviser, legal affairs department and intermediary institutions;
(V) opinions and relevant resolutions on the examination and approval of major matters within the company;
(VI) other important materials considered by the chairman, general manager, Secretary of the board of directors or reporting obligor to be closely related to the matter.
(VII) other materials required by the securities regulatory authority, Shenzhen Stock Exchange, Hong Kong stock exchange or the company.
Article 11 Where the board of directors, the chairman of the board of directors, the Secretary of the board of directors and the investor relations department need to further understand the details of major matters, the reporting obligor shall actively cooperate.
The Secretary of the board of directors of the company shall, according to the actual situation of the company, timely organize the training on corporate governance and information disclosure for the reporting obligors, so as to ensure the timely and accurate reporting of major events of the company.
All relevant functional departments of the company and its subsidiaries and branches shall establish management accounts for major events.
Chapter V confidentiality measures
Article 12 in the process of reporting major events, the scope of personnel who need to know the major events shall be reasonably defined. Any enterprise or individual who comes into contact with or knows major matters shall have the obligation of confidentiality and shall not disclose secrets. Relevant personnel must also abide by the insider agreement
