Jiangsu Shentong Valve Co., Ltd. Significant Information Internal Reporting System

Jiangsu Shentong Valve Co., Ltd.
Internal reporting system for significant information
(Revised at the third meeting of the sixth session of the Board of Directors)

Chapter I General Provisions
Article 1 In order to strengthen the internal reporting of major information of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as "the company"), clarify the information collection and management methods of various departments and branches within the company, and ensure that the company timely, true, accurate and complete Disclosure of all information that may have a greater impact on the trading prices of the company's stocks and derivatives, according to the "Shenzhen Stock Exchange Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), "Administrative Measures for Information Disclosure of Listed Companies", "Articles of Association of Jiangsu Shentong Valve Co., Ltd." (hereinafter referred to as "Articles of Association"), "Jiangsu Shentong Valve Co., Ltd. Information Disclosure Affairs Management System" and other relevant laws, regulations and normative documents, combined with the actual situation of the company, development of this system.
Article 2 the internal reporting system of material information of the company refers to the system in which the relevant personnel, departments and units that have the reporting obligation in accordance with the provisions of this system shall report the relevant information to the board of directors of the company through the office of the board of directors when the situation or event that may have a greater impact on the trading price of the company's stocks and their derivatives occurs, occurs or is about to occur.
Article 3 The term "internal information reporting obligors" in this system includes:
Directors, supervisors, senior managers and heads of departments of the (I) company;
The person in charge of the controlling subsidiary and branch of the (II) company;
Directors, supervisors and senior management personnel of the (III) company assigned to the participating companies;
The controlling shareholder and actual controller of the (IV) company;
(V) other shareholders holding more than 5% of the company's shares;
(VI) other persons in each department of the Company who may have knowledge of the Company's material events.
Article 4 The obligor of internal information reporting shall perform the obligation of information reporting to the office of the board of directors as soon as possible as stipulated in this system, and ensure that the relevant documents and materials provided are true, accurate and complete, and there is no major concealment, false statement or cause major misunderstanding Place. The reporter is liable for the consequences of the information reported.
Article 5 The directors, supervisors, president, secretary of the board of directors and other senior management personnel of the company and those who know the company's undisclosed information due to their work relationship shall have the obligation of confidentiality before such information is publicly disclosed.
Chapter II Scope of Significant Information
Article 6 When the following circumstances occur or are about to occur in each department or subsidiary of the company, the relevant personnel with reporting obligations shall report relevant information to the board of directors in a timely, accurate, true and complete manner through the office of the board of directors, including but not limited to the occurrence of the company, The following events that occurred or are about to occur and their continuous progress:
Important meeting matters of the (I) company and its holding subsidiaries, including: matters to be submitted to the board of directors, the board of supervisors, and the general meeting of shareholders for deliberation; the company and its holding subsidiaries convene the board of directors, the board of supervisors, and the general meeting of shareholders (including the notice of changing the date of the general meeting of shareholders) and make resolutions; Special meetings held by the company and its subordinate holding subsidiaries on major matters described in this system.
Significant transactions that have occurred or are likely to occur in the (II) company that meet the following criteria:
1. The total assets involved in the transaction account for more than 10% of the company's total audited assets in the most recent period, and if the total assets involved in the transaction have both a book value and an appraised value, the higher is used as the calculation data;
2. The relevant operating income of the subject matter of the transaction (e. g. equity) in the most recent fiscal year accounts for more than 10% of the company's audited operating income in the most recent fiscal year, and the absolute amount exceeds 10 million yuan;
3. The net profit related to the subject matter of the transaction (e. g. equity) in the most recent fiscal year accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 1 million yuan;
4. The transaction amount (including the assumption of debts and expenses) accounts for more than 10% of the company's audited net assets in the latest period, and the absolute amount exceeds 10 million yuan;
5. The profit generated from the transaction accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the calculation of the above indicators is negative, its absolute value is taken for calculation. Transactions in this paragraph are:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc., except for the establishment or increase of wholly-owned subsidiaries);
3. Provide financial assistance (including entrusted loans);
4. Provision of guarantees (meaning guarantees for others, including guarantees for controlling subsidiaries);
5. Lease in or lease out of assets;
6. Sign management contracts (including entrusted operation, entrusted operation, etc.);
7. Giving or receiving assets;
8. credit or debt restructuring;
9. Transfer of research and development projects;
10. Sign a license agreement;
11. Waiver of rights (including waiver of right of first refusal, right of first contribution, etc.);
12. Other transactions recognized by the Shenzhen Stock Exchange.
The above-mentioned purchases and sales of assets do not include the purchase of raw materials, fuel and power, as well as the sale of products, commodities and other assets related to daily operations, but the asset replacement involving the purchase and sale of such assets is still included.
Related transactions of the (III) company that meet the following criteria:
1. Transactions between the company and related natural persons with a transaction amount exceeding 300000 yuan;
2. The transaction amount between the company and the related legal person exceeds 3 million yuan and accounts for more than 0.5 of the absolute value of the company's latest audited net assets;
3. The company provides guarantees for related parties.
The related transactions in this paragraph include:
1. The transactions specified in item (II) above;
2. Purchase of raw materials, fuel and power;
(3) sales of products and commodities;
(4) Providing or receiving services;
5. Entrusted or entrusted sales;
6. Joint investment between the two parties;
7. Other matters that may result in the transfer of resources or obligations through agreement.
(IV) litigation and arbitration matters:
1. Major litigation and arbitration matters in which the amount involved accounts for more than 10% of the absolute value of the company's latest audited net assets and the absolute amount exceeds 10 million yuan;
2. Involving the application for cancellation or invalidation of the resolutions of the general meeting of shareholders or the board of directors of the company;
3. May have a significant impact on the company's production and operation, the stability of control, the trading price of the company's stock and its derivatives, or investment decisions;
4. The provisions of this Article shall apply if the amount of money involved in litigation and arbitration matters occurring within twelve consecutive months reaches the standards mentioned in the preceding paragraph in aggregate;
5. For litigation and arbitration matters that do not meet the aforementioned standards or have no specific amount involved, the relevant personnel with major information reporting obligations give the particularity of the case and believe that it may have a greater impact on the trading price of the company's stock and its derivatives, and involve the company If the general meeting of shareholders or the resolution of the board of directors is applied for cancellation or invalidation, it shall be reported in a timely manner.
(V) significant changes
1. Change the company name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number, etc., in which the articles of association are changed, the new articles of association shall also be disclosed on the qualified website;
2. Major changes in the business policy, business scope or the company's main business;
3. Changes in accounting policies and accounting estimates;
4. The board of directors adopts the issuance of new shares or other domestic and foreign issuance financing plans;
5. The company's issuance of new shares or other domestic and overseas issuance of financing applications, major asset restructuring matters received the corresponding audit opinions;
6. The shareholders or actual controllers holding more than 5% of the company's shares or controlling the company have changed or are going to change significantly;
7. The actual controller of the company and other enterprises under its control are engaged in the same or similar business as the company;
8. The chairman, president, directors (including independent directors) or more than 1/3 supervisors of the company resign or change;
Major changes in production and operation, external conditions or production environment (including major changes in prices or market capacity of major products, procurement of raw materials, sales methods, important suppliers or customers, etc.);
10. The conclusion of important contracts that may have a significant impact on the company's assets, liabilities, equity or operating results;
11. Changes in the external macro environment such as laws, administrative regulations, departmental rules, regulatory documents, policies, market environment, and trade conditions may have a significant impact on the company's operations;
12. Appointment and dismissal of accounting firms that provide audit services to the Company;
13. the court ruling prohibits the controlling shareholder from transferring the shares held by him;
14. More than 5% of the shares of the company held by any shareholder have been pledged, frozen, auctioned, entrusted, set up a trust or have their voting rights restricted according to law;
15. Additional benefits such as large government subsidies exceeding 10 per cent of the audited net assets of the previous year;
16. The occurrence of other matters that may have a significant impact on the company's assets, liabilities, equity or operating results;
17. Other circumstances identified.
(VI) Other Significant Matters
1. Revisions to earnings forecasts and earnings forecasts;
2. Profit distribution and capitalization of capital reserves;
3. abnormal fluctuations in stock trading and clarifications;
4. The company's securities issuance, repurchase, equity incentive plan and other related matters;
5. Commitments of the Company and its shareholders, de facto controllers, directors, supervisors and senior management;
6. Other circumstances determined by the regulatory authorities or the company.
(VII) Significant Risk Matters
1. incurring major losses or suffering major losses;
2. The occurrence of significant debts, outstanding significant debts due or significant claims due and unpaid;
3. Possible liability for material breach of contract or large liability for compensation in accordance with the law;
4. Provision for impairment of large amounts of 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 become insolvent (generally defined as having negative net assets);
7. The main debtor is insolvent or enters into bankruptcy proceedings, and the company has not drawn a full provision for bad debts on the corresponding claims;
8. The main assets are sealed up, seized, frozen or mortgaged or pledged;
9. The main or all business has come to a standstill;
10. The company is investigated by the competent authorities for suspected violations of laws and regulations, or is subject to major administrative or criminal penalties;
11. The directors, supervisors and senior managers of the company are investigated or taken compulsory measures by the competent authorities for suspected violations of laws and regulations, and other situations where they are unable to perform their duties;
12. Other significant risk situations identified by the regulatory authorities or the company.
If the above matters involve a specific amount of money, the provisions on transaction standards in paragraph (II) of this article shall apply.
Article 7 Shareholders or actual controllers who hold more than 5% of the company's shares shall take the initiative to inform the company's board of directors of the material information that should be disclosed, and cooperate with the company in fulfilling its information disclosure obligations.
Chapter III Division of Responsibilities for Information Reporting
Article 8 the office of the board of directors of the company shall be responsible for the information disclosure of the company to the public, and the Secretary of the board of directors shall be the person directly responsible for the external information disclosure; all departments, branches and subsidiaries of the company shall be the internal information disclosure departments of the company, which shall be responsible for reporting the information stipulated in this system to the office of the board of directors.
Without notifying the office of the board of directors of the company and performing the statutory approval procedures, any department, branch and subsidiary of the company shall not disclose information in the name of the company or make any explanation and explanation of the disclosed information.
Article 9 The person in charge of each department and branch of the company shall be the first person responsible for fulfilling the information reporting obligation, and the financial person in charge of each department and branch shall be the contact person for fulfilling the information reporting obligation. For departments that have not set up financial institutions, a special person shall be designated as the contact person.
If the management of the company serves as the general manager of the subsidiary, the general manager shall be the responsible person and contact person for the subsidiary to perform the information reporting obligation; if the company does not have a management person as the general manager of the subsidiary, the company shall appoint a person as the responsible person and contact person for the subsidiary to perform the information reporting obligation.
Article 10 The reporter is responsible for the collection and sorting of the information that the department (branch, subsidiary) should report and the preparation and drafting of relevant documents, and report the information to the office of the board of directors and submit relevant documents in accordance with the provisions of this system.
Article 11 The secretary of the board of directors is the first person responsible for the company's information disclosure obligations, and is responsible for collecting information from reporters, making information disclosure documents, publicly disclosing information to the public, and communicating and liaising with investors, regulatory authorities and other sectors of society.
The securities affairs representative assists the secretary of the board of directors in performing his duties and assumes the same responsibilities as the secretary of the board of directors.
Article 12 the chairman, president, vice president in charge, financial officer and other senior management personnel of the company shall have the obligation to supervise and urge the reporter to perform the duty of information reporting on a regular or irregular basis.
Chapter IV Work Flow of Information Report
Article 13 The information reporting obligor shall, on the day when a major event first touches any of the following points, forecast to the chairman of the company, the secretary of the board of directors or the investment development department the material information that may occur within the scope of the department or the subsidiary company:
When each department or holding subsidiary of the (I) company intends to submit the major matter to the board of directors or the board of supervisors for deliberation;
When the relevant parties of the (II) plan to consult or negotiate on the major matter;
(III) the person in charge of each department of the company, the holding subsidiary, or the directors, supervisors, or senior management of the subsidiary know or should be aware of the major matter.
Article 14 The reporter shall submit the work plan of the department (branch, subsidiary) for the next year (including production and operation plan, investment plan, financing plan, purchase or sale plan of major assets and other plans) to the office of the board of directors before the last working day at the end of each year.
If there is any change or proposed change in the implementation of the above work plan, the reporter shall notify the office of the board of directors as soon as possible.
Article 15 The reporter shall provide the office of the board of directors with information on the operation of the department last month (including production and operation information, investment information, financing information, contract signing and performance, litigation involved, arbitration, personnel change information and other information required by the office of the board of directors) and the work arrangement for this month no later than the 5th of each month.
Article 16 The reporter shall continue to pay attention to the progress of the reported information, and shall perform the reporting obligation and provide corresponding documents as soon as possible when the reported information appears in the following circumstances:
If the (I) company signs a letter of intent or agreement with the relevant parties on the disclosed major events, it shall report the main contents of the letter of intent or agreement in a timely manner;
(II) the contents or performance of the above-mentioned letter of intent or agreement are significantly changed, or are canceled or terminated, the circumstances and reasons for the change, cancellation or termination shall be reported in a timely manner;
If the major events disclosed by the (III) have been approved or rejected by the relevant departments, the approval or rejection shall be reported in a timely manner;
If the (IV) has disclosed a major event of late payment, it shall promptly report the reasons for the late payment and the relevant payment arrangements;
If the (V) has disclosed a material event involving the main subject matter yet to be delivered or transferred, the relevant delivery or transfer shall be reported in a timely manner;
If the (VI) has not completed the delivery or transfer of ownership within three months beyond the agreed delivery or transfer period, it shall promptly report the reasons for the failure, progress and expected completion time, and report the progress every 30 days thereafter until the delivery or transfer is completed;
(VII) other developments or changes in the disclosed major events that may have a significant impact on the trading prices of the Company's shares and their derivatives, the progress or changes in the events shall be reported in a timely manner.
Article 17 Where an information reporting obligor submits material information in written form, it shall include but not be limited:
(I) the reasons for the occurrence of important events, the basic information of the parties, the content of important events, the impact on the company's operations, etc;
(II) the government approvals, laws, regulations, court judgments and introductions involved in the agreement, letter of intent, agreement, contract, feasibility study report, copy of business license, transaction confirmation, etc. involved;
Opinions issued by (III) securities service providers on important matters;
(IV) opinions on the approval of major matters within the company.
Article 18 The contact person of each department and branch of the company is responsible for collecting, sorting out and preparing the documents and materials related to the information to be reported by the department (branch), and after being reviewed and signed by the first responsible person (I. e. the person in charge of the department or branch), the contact person shall notify or deliver the relevant information and documents and materials to the office of the board of directors.
The first responsible person of each department or branch shall complete the review work and sign on the day of receiving the relevant documents and materials. If the first responsible person fails or cannot perform the duties, the contact person may directly report the relevant situation to the board of directors office.
If the contact person of each department or branch fails to perform or is unable to perform the duties specified in the first paragraph of this article, the first responsible person shall perform the duties in person or appoint another person to perform the duties.
The general manager of the company's subsidiaries or the reporter designated by the company is responsible for collecting, sorting out and preparing the company's documents and materials related to the information to be reported, and notifying or delivering the relevant information and documents and materials to the office of the board of directors.
Article 19 The reporter's notification obligation to the office of the board of directors refers to notifying the secretary of the board of directors of the information to be reported by telephone, fax or mail at the first time, and notifying the securities affairs representative at the same time.
Article 20 The reporter's provision of documents to the office of the board of directors means that the documents related to the reported information are sent to the staff of the office of the board of directors, and the staff member signs for it.
Article 21 the secretary of the board of directors or the representative of securities affairs shall have 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 or the representative of securities affairs in a timely and truthful manner and answer relevant questions.
Article 22 the contact person and the first responsible person of each department and branch of the company shall be jointly and severally liable for the performance of the obligation to report information, and shall not be appointed to each other.
Chapter V Confidentiality Obligations and Legal Liabilities
Article 23 the secretary of the board of directors, securities affairs representatives, reporters and other staff who come into contact with the information to be reported due to their work relationship shall have the obligation of confidentiality before the relevant information is publicly disclosed.
Article 24 when the reporter fails to perform the obligation of information reporting 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 criticism, warning, fine or even remove his post, and may require him to bear the liability for damages.
The non-performance of the information reporting obligations provided for in the preceding paragraph refers to the following situations including but not limited:
The (I) does not report information and/or provide relevant documents to the office of the board of directors;
The (II) fails to report information and/or provide relevant documents to the office of the board of directors in a timely manner;
(III) intentionally or negligently caused the information reported or the documents provided to contain material concealment, misrepresentation or material misunderstanding;
(IV) refuse to respond to inquiries from the Secretary of the Board of Directors or the representative of securities affairs on relevant issues;
(V) other cases of improper performance of information reporting obligations.
Chapter VI Supplementary Provisions
Article 25 The term "first time" as mentioned in this system refers to the day on which the reporter learns the information to be reported (no more than 24:00 on that day).
Article 26 The notification methods of the reporter stipulated in this system include telephone notification, e-mail notification, fax notification and written notification.
Article 27 If this system conflicts with the "Shenzhen Stock Exchange Stock Listing Rules", "Articles of Association" and other relevant laws, regulations, and regulatory documents, the "Shenzhen Stock Exchange Stock Listing Rules", The "Articles of Association" and other relevant laws, regulations and/or regulatory documents shall prevail.
Article 28 The Board of Directors of the Company shall be responsible for the interpretation and revision of this System.
Article 29 This system shall be formally implemented from the date of adoption by the board of directors of the company.

Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022