Chapter 1 General Principles
Article 1
To standardize the internal reporting of major information at Beijing VITONI Electric Co., Ltd. (hereinafter referred to as "the Company"), ensure the rapid transmission, collection, and effective management of significant internal information, and disclose information in a timely, truthful, accurate, and complete manner to protect the legitimate rights and interests of investors, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for Information Disclosure of Listed Companies," "Shenzhen Stock Exchange Listing Rules," and other relevant laws and regulations, combined with the "Articles of Association of Beijing VITONI Electric Co., Ltd." (hereinafter referred to as "the Articles of Association") and the "Information Disclosure Management System of Beijing VITONI Electric Co., Ltd."
Article 2
This system stipulates that when situations or events occur, are occurring, or are about to occur that may significantly impact the trading price of the Company's stock and its derivatives, the obligated reporters must immediately inform the board secretary and report to the chairman, ensuring that the provided documents are true, accurate, and complete, without significant concealment, false statements, or misleading information. Reporters are responsible for the consequences of the reported information.
Article 3
This system applies to the Company's directors, senior management, and all departments, branches/subsidiaries, and holding and affiliated companies.
Chapter 2 Scope of Major Information
Article 4
Major information of the Company includes but is not limited to the following contents and their ongoing changes:
- Matters proposed for consideration by the Company's audit committee, board of directors, or shareholders' meeting;
- Significant transactions occurring or proposed that meet the criteria set by the stock exchange, including but not limited to the following transactions:
Transaction Type Description 1 Purchase or sale of assets; 2 External investments (including entrusted financial management, investments in subsidiaries, etc.); 3 Providing financial assistance (including entrusted loans, etc.); 4 Providing guarantees (including guarantees for holding subsidiaries, etc.); 5 Leasing in or out of assets; 6 Entrusted or entrusted management of assets and businesses; 7 Gifts of or receiving assets; 8 Debt or equity restructuring; 9 Transfer or acquisition of R&D projects; 10 Signing licensing agreements; 11 Waiving rights (including waiving preemptive rights, rights to contribute capital, etc.); 12 Other transactions recognized by the Shenzhen Stock Exchange. For transactions under points 2 to 4, regardless of the amount, the obligated reporters must fulfill their reporting obligations. For other transactions, reporting obligations must be fulfilled when the transaction meets one of the following standards: - The total assets involved in the transaction account for more than 10% of the Company's most recent audited total assets, using the higher of book value or appraisal value for calculation;
- The net assets involved in the transaction (e.g., equity) account for more than 10% of the Company's most recent audited net assets, with an absolute amount exceeding 10 million yuan, using the higher of book value or appraisal value;
- The relevant operating income of the transaction target (e.g., equity) accounts for more than 10% of the Company's most recent audited operating income, with an absolute amount exceeding 10 million yuan;
- The relevant net profit of the transaction target (e.g., equity) accounts for more than 10% of the Company's most recent audited net profit, with an absolute amount exceeding 1 million yuan;
- The transaction amount (including assumed debts and expenses) accounts for more than 10% of the Company's most recent audited net assets, with an absolute amount exceeding 10 million yuan;
- The profit generated from the transaction accounts for more than 10% of the Company's most recent audited net profit, with an absolute amount exceeding 1 million yuan.
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