Kelun Pharmaceutical: Company's major event reporting system (October 2025)
Sichuan Kelun Pharmaceutical Co., Ltd.
Major event reporting system
Chapter 1 General Provisions
Article 1 In order to standardize the internal reporting of major information of Sichuan Kelun Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), clarify the responsibilities and procedures for internal reporting of major information, strengthen internal management, and control operating risks. This system is specially formulated in accordance with the provisions of 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 the Shenzhen Stock Exchange, the Self-Regulatory Guidelines for Listed Companies of the Shenzhen Stock Exchange No. 1 - Standardized Operations of Main Board Listed Companies, as well as the provisions of the Articles of Association and the company's Information Disclosure Management System.
Article 2 The company’s major event reporting refers to a system in which, in accordance with the provisions of this system, relevant personnel, departments and related companies with reporting obligations shall report relevant information to the secretary of the company’s board of directors as soon as possible regarding major information that may occur or have occurred as stipulated in this system.
This system applies to the company, its departments and its subsidiaries (including wholly-owned subsidiaries, holding subsidiaries and partnerships). However, if the regulatory rules and requirements of the place where the shares of the spun-off listed holding subsidiary are listed conflict or are inconsistent with this system, the relevant provisions of this system may be exempted.
Article 3 Each department, subsidiary office or similar institution is the department responsible for reporting major events. Before a major event occurs or when a major event becomes known, it shall report to the company's board of directors office in accordance with the requirements of this system.
The secretary of the board of directors is the company’s contact person for receiving important information. Department leaders and general managers of subsidiaries have the obligation to report any significant information they know to the secretary of the company's board of directors. The department leaders and general managers of subsidiaries are the first responsible persons and are specifically responsible for collecting and organizing information, and are responsible for reporting the information as soon as possible.
Article 4 Relevant subordinate units with reporting obligations should formulate corresponding internal information reporting systems based on their actual conditions to ensure that they can understand and master relevant information in a timely manner.
Chapter 2 Obligors of major information reporting and scope of major information
Article 5 The major information reporting obligors referred to in this system include:
(1) Directors and senior managers of the company;
(2) Leaders in charge of various departments of the company and general managers of subsidiaries;
(3) Directors, supervisors and senior managers appointed, nominated and recommended by the company to subsidiaries;
(4) The company’s controlling shareholders, actual controllers, shareholders holding more than 5% of the company’s shares and persons acting in concert;
(5) Other relevant personnel who may be exposed to significant information.
Article 6 Major information under this system includes but is not limited to: major transactions, related transactions, litigation, arbitration and other major matters that have occurred or will occur in the company and its subsidiaries, as well as their continuous change processes.
Article 7 Major Transaction Matters
(1) Major transactions that have occurred or are planned to occur in the company or its subsidiaries, including:
1． Buy or sell assets;
- External investment (including entrusted financial management, investment in subsidiaries, etc.);
3． Provide financial assistance (including entrusted loans, etc.);
4． Provide guarantees (including guarantees for holding subsidiaries, etc.);
- Lease or lease out assets;
6． Entrust or entrust management of assets and business;
7． Donate or receive assets;
8． Creditor's rights or debt restructuring;
9． Transfer or transfer of research and development projects;
Sign a license agreement;
Waiver of rights (including waiver of right of first refusal, right of first subscription of capital contribution, etc.);
12． Other major transactions recognized by the Shenzhen Stock Exchange.
(2) If the above-mentioned transactions occurred by the company meet one of the following standards, it shall be reported in a timely manner: 1. The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) is more than 0.5% of the company's latest audited total assets;
- The transaction amount of the transaction (including debts and expenses assumed) is more than 1% of the company's latest audited net assets;
3． The profit generated by the transaction is more than 1% of the company's audited net profit in the most recent fiscal year and the absolute amount exceeds 1 million yuan;
4． The main business income related to the transaction object (such as equity) in the most recent fiscal year is more than 1% of the company's audited main business income in the most recent fiscal year;
- The net profit related to the transaction target (such as equity) in the most recent fiscal year is more than 1% of the company's audited net profit in the most recent fiscal year and the absolute amount exceeds 1 million yuan;
6． Although it does not meet the above standards, it is a major matter according to the company's articles of association and internal systems such as the external guarantee management system and the external investment management system, or the major information reporting obligor believes that due to the particularity of the transaction, it may have a greater impact on the trading price of the company's stocks and its derivatives.
Article 8 Related Transactions
(1) Related transactions of the company or its subsidiaries, including:
1． Transaction matters specified in Article 7 (1) of this system;
- Purchase raw materials, fuel, and power;
3． Selling products and merchandise;
4． Providing or receiving services;
- Consignment or entrustment of sales;
6． Deposit and loan business;
7． Joint investment with related parties;
8． Other matters that may result in the transfer of resources or obligations through agreement;
9． Other matters deemed to be related transactions according to relevant regulations.
(2) If a related transaction occurs that meets one of the following standards, it must be reported in a timely manner:
1． Related transactions involving a transaction amount of more than 300,000 yuan between the company and related natural persons;
- The transaction amount between the company and related legal persons is more than 3 million yuan, and the related transactions account for more than 0.5% of the absolute value of the company's latest audited net assets;
3． Although it does not meet the above standards, it is a major matter according to the company's articles of association and related party transaction management system, or a related party transaction that the person with the major information reporting obligation believes may have a greater impact on the trading price of the company's stocks and its derivatives based on the particularity of the transaction.
Article 9 Litigation and Arbitration Matters
(1) Major litigation or arbitration matters involving an amount accounting for more than 10% of the absolute value of the company’s latest audited net assets, and an absolute amount exceeding RMB 10 million;
(2) If the cumulative amount involved in litigation and arbitration matters occurring within twelve consecutive months reaches the standard mentioned in the preceding paragraph, the provisions of this article shall apply;
(3) Representative litigation in securities disputes;
(4) Litigation and arbitration matters that do not meet the above standards or do not have a specific amount involved, if the person with the obligation to report major information believes that based on the particularity of the case, may have a greater impact on the trading price of the company's stocks and derivatives, and if the company's resolutions of the shareholders' meeting or board of directors are applied for to be revoked or declared invalid, the lawsuit must be reported in a timely manner.
Article 10 The person with the obligation to report major information occurs other major events that are required to be disclosed to the outside by laws, regulations, normative documents, business rules of the Shenzhen Stock Exchange or the company’s internal systems.
Article 11 Directors, senior managers, securities affairs representatives and spouses of the above-mentioned persons shall notify the secretary of the board of directors in writing of their trading plans before buying and selling the company's stocks and their derivatives. The secretary of the board of directors shall check the company's information disclosure and progress of major events. If the trading behavior may violate 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 Acquisitions of Listed Companies, the Stock Listing Rules of the Shenzhen Stock Exchange, and the Shenzhen Securities According to the Self-Regulatory Guidelines for Exchange Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies, other relevant provisions of the Shenzhen Stock Exchange and the company's articles of association, the secretary of the board of directors shall promptly notify the relevant directors, senior managers and securities affairs representatives in writing and remind them of the relevant risks; when the company's directors, senior managers and securities affairs representatives and the spouses of the aforementioned persons increase or decrease their holdings of the company's stocks and their derivatives, they shall report to the board secretary after the closing of the day of the change in shares.
Chapter 3 Internal Major Information Reporting Procedure
Article 12 The department leaders and general managers of subsidiaries are the first persons responsible for reporting major matters. Subsidiaries should also designate a contact person responsible for reporting and reporting to the company's board of directors office. The person in charge of major event reporting is responsible for the authenticity, completeness, accuracy and timeliness of major event information.
Article 13 After each department and subsidiary of the company first encounters any of the following major events, its major information reporting obligors shall promptly report to the secretary of the company's board of directors any major information that may occur within the department's responsibility or in its subsidiaries:
(1) When the department or subsidiary plans to submit the major matter to the board of directors, board of supervisors or shareholders' meeting for review;
(2) When the relevant parties plan to conduct consultations or negotiations on the major matter;
(3) When the person in charge of the department or subsidiary or the directors, supervisors and senior managers of each subsidiary knows or should know about the major matter.
If one of the following situations occurs before the time point specified in the preceding paragraph, the person with the relevant major information reporting obligation shall promptly report to the secretary of the company's board of directors the current status of matters within the scope of responsibility of the department or related subsidiaries, and risk factors that may affect the progress of the event:
(1) It is difficult to keep the major incident confidential;
(2) The major incident has been leaked or reported by the media or market rumors;
(3) Abnormal transactions occur in company securities and derivatives.
Article 14 All departments and subsidiaries of the company shall report to the secretary of the board of directors the progress of major information matters within the scope of responsibility of the department, the company and its subsidiaries in accordance with the following provisions:
(1) If the board of directors, board of supervisors or shareholders’ meeting make a resolution on a major matter, the implementation of the resolution shall be reported in a timely manner;
(2) If a major matter involves the signing of a letter of intent or agreement, the main contents of the letter of intent or agreement shall be reported in a timely manner; if the content or performance of the above-mentioned letter of intent or agreement is significantly changed or is terminated or terminated, the circumstances and reasons for the change, rescission or termination shall be reported in a timely manner;
(3) If a major matter is approved or rejected by the relevant department, the approval or rejection should be reported in a timely manner;
(4) If overdue payment occurs for a major matter, the reasons for the overdue payment and related payment arrangements should be reported in a timely manner;
(5) If a major matter involves a main subject matter that is yet to be delivered or transferred, the relevant delivery or transfer matters shall be reported in a timely manner; if the delivery or transfer has not been completed three months after the agreed delivery or transfer period, the reasons, progress and estimated completion time shall be reported in a timely manner, and the progress shall be reported every thirty days thereafter until the delivery or transfer is completed;
(6) If there are other major developments or changes that may have a greater impact on the trading prices of the company's stocks and their derivatives, the progress or changes of the matters should be reported in a timely manner.
Article 15 Relevant personnel who have the obligation to report major information in accordance with the provisions of this system shall immediately report to the secretary of the board of directors in person or by telephone as soon as they become aware of the major information mentioned in Chapter 2 of this system, and shall directly submit or fax written documents related to the major information to the secretary of the company's board of directors within 24 hours. If necessary, the original shall be delivered by express delivery.
Article 16 The secretary of the company's board of directors should analyze and judge the significant information learned. If it is necessary to fulfill the information disclosure obligation, the secretary of the board of directors should organize the preparation of announcement documents, review and disclose them in accordance with the prescribed procedures. If significant information requires approval by the board of directors, the secretary of the board of directors should report to the corresponding special committee of the board of directors (if necessary) based on the content of the matter, and disclose it in accordance with relevant regulations after the company's board of directors performs corresponding procedures. For major information that does not meet the information disclosure standards, the secretary of the company's board of directors may report to the chairman of the board of directors based on the content of the matter.
Article 17 The secretary of the board of directors has the right to inquire and investigate relevant situations and information at any time from persons with the obligation to report major information. Relevant persons shall respond in a timely manner, provide relevant information, confirm or clarify relevant facts, and shall ensure that the replies, materials and information they provide to the company are true, accurate and complete.
Article 18 The secretary of the company's board of directors shall designate a dedicated person to organize and properly preserve the reported information.
Chapter 4 Confidentiality and Reporting Responsibilities of Major Internal Information
Article 19 Regarding the company's undisclosed major information, insiders are responsible for keeping the information known to them confidential, and shall not disclose it to a third party before the information is publicly disclosed, nor may they use the inside information to buy or sell the company's securities and their derivatives, or leak the information, or recommend that others buy or sell the securities and their derivatives. If insider trading causes losses to investors, the perpetrator shall bear liability for compensation in accordance with the law.
Article 20 The responsible person shall strictly perform the reporting obligations listed in this system. If any behavior or matter that violates this system causes the company's information disclosure violations, the company will hold the responsible person accountable for administrative or legal responsibility.
Article 21 Personnel who have the obligation to report major information as mentioned in Article 5 of this system shall conscientiously and responsibly deliver all types of information required by this system and be responsible for the authenticity, completeness, accuracy and timeliness of major information. Violation of the provisions of this system and failure to perform relevant duties will be deemed as a violation of job responsibilities. The secretary of the company's board of directors will make recommendations to the board of directors or relevant internal departments of the company on how to pursue their responsibilities based on specific circumstances.
Chapter 5 Supplementary Provisions
Article 22 Matters not covered by this system shall be implemented in accordance with the relevant national laws, regulations, rules, normative documents and the Articles of Association. If this system conflicts with the laws, regulations, normative documents promulgated by the state or the Articles of Association after being modified through legal procedures, the provisions of the relevant national laws, regulations, normative documents and the Articles of Association shall be followed.
Article 23 The Board of Directors is responsible for the interpretation and revision of this system.
Article 24 This system will take effect after being reviewed and approved by the company's board of directors.