Hangzhou Century Co.Ltd(300078)
Information disclosure management system
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company” or “the company”), protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, and standardize the information disclosure of the company, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China This system is formulated in accordance with the relevant provisions of laws, regulations and the articles of association, such as the measures for the administration of information disclosure of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “rules for the listing of shares”), the guidelines for the self-discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, etc.
Article 2 the term “information disclosure” as mentioned in this system refers to the material information that may have a significant impact on the company’s stock price but has not been known by investors and other information required to be disclosed by the securities regulatory authorities. Within the specified time and with the specified occurrence, it shall be announced to the public through the designated media and sent to the securities regulatory authorities for filing.
Article 3 the information referred to in this system mainly includes:
1. Regular reports publicly released by the company according to law, including interim reports and annual reports;
2. The company’s interim reports publicly released according to law, including the announcement of the resolution of the general meeting of shareholders, the resolution of the board of directors, the resolution of the board of supervisors, the announcement of the acquisition and sale of assets, the announcement of related party transactions, supplementary announcement, rectification announcement and other major matters, as well as other matters deemed necessary to be disclosed by Shenzhen Stock Exchange; 3. The prospectus, prospectus, share allotment prospectus, stock listing announcement and convertible bond issuance announcement published by the company in the issuance of securities;
4. Reports and requests for instructions and other documents submitted by the company to the CSRC and its dispatched offices, Shenzhen Stock Exchange and relevant government departments that may have a significant impact on the company’s stock price.
Article 4 the Secretary of the board of directors is the specific executor of the company’s information disclosure and the designated contact person with Shenzhen Stock Exchange. He is responsible for coordinating and organizing the company’s information disclosure, including perfecting and perfecting the information disclosure system to ensure the company’s true, accurate, complete and timely information disclosure.
Article 5 the chairman of the company is the first responsible person for information disclosure, and the Secretary of the board of directors is the direct responsible person. The board of directors is the organization responsible for the company’s information disclosure. As the management department of information disclosure, the securities investment department is responsible for collecting and sorting out the information to be disclosed by the Secretary of the board of directors.
Chapter II Basic Principles of information disclosure
Article 6 the company’s information disclosure shall reflect the principles of openness, fairness and fairness to all shareholders.
Article 7 the company shall timely and fairly disclose all information that may have a great impact on the trading price of the company’s shares and their derivatives, and submit the announcement and relevant documents for future reference to Shenzhen Stock Exchange at the first time.
Article 8 the directors, supervisors and senior managers of the company shall ensure that the information disclosed by the company is true, accurate, complete, timely and fair. If the content of the information disclosed cannot be guaranteed to be true, accurate, complete, timely and fair, they shall make a corresponding statement in the announcement and state the reasons.
Article 9 before information disclosure, the directors, supervisors, senior managers and other insiders of the company shall keep the insiders of the information to a minimum, and shall not disclose the company’s insider information, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Article 10 the company shall pay attention to the reports of the public media (including main websites) on the company and the trading of the company’s shares and their derivatives, timely understand the real situation from the relevant parties, and truthfully respond to the inquiries raised by Shenzhen Stock Exchange on the above events within the specified time limit, And make a timely announcement on the relevant situation in accordance with the provisions of the listing rules and the requirements of Shenzhen Stock Exchange.
Article 11 when disclosing information, the company shall use factual descriptive language to explain the true situation of the event concisely and easily. The information disclosure documents shall not contain words of publicity, advertising, compliment or slander.
Article 12 shareholders, actual controllers and other relevant information disclosure obligors of the company shall actively cooperate with the company in information disclosure, timely inform the company of major events that have occurred or are to occur, and strictly fulfill their commitments.
Article 13 the company and relevant information disclosure obligors shall submit the announcement manuscripts and relevant documents for future reference to Shenzhen Stock Exchange at the first time, and the submitted announcement manuscripts and relevant documents for future reference shall meet the requirements of Shenzhen Stock Exchange.
Article 14 after the company’s regular report and interim report are registered in Shenzhen Stock Exchange, they shall be disclosed on the media meeting the conditions stipulated by the CSRC. If the company fails to disclose according to the set time, or the contents of the documents disclosed on the media meeting the conditions stipulated by the CSRC are inconsistent with the contents of the documents submitted to the Shenzhen stock exchange for registration, it shall immediately report to the Shenzhen Stock Exchange.
Article 15 the company and relevant information disclosure obligors shall not release major information in other public media before the media meeting the conditions specified by the CSRC, and shall not disclose or disclose undisclosed major information by any other means such as press release or answering reporters’ questions before making an announcement on the media meeting the conditions specified by the CSRC.
The directors, supervisors and senior managers of the company shall abide by and urge the company to comply with the above provisions.
Article 16 the company and relevant information disclosure obligors shall pay attention to the reports of the public media on the company and the trading of the company’s shares and their derivatives, timely understand the real situation from relevant parties, truthfully respond to the inquiries raised by Shenzhen Stock Exchange on the above matters within the specified time limit, and timely, truthfully and in accordance with the provisions and the requirements of Shenzhen Stock Exchange Make an accurate and complete announcement on relevant situations, and shall not fail to perform the obligations of reporting, announcing and replying to the inquiries of Shenzhen Stock Exchange on the grounds that relevant matters are uncertain or need to be kept confidential.
Article 17 the company shall place the information disclosure documents such as periodic reports, interim reports and relevant documents for future reference at the place of the company’s domicile and Shenzhen stock exchange for public inspection at the same time of announcement.
Article 18 the company shall be equipped with necessary communication equipment for information disclosure and ensure the smooth flow of external consultation telephone.
Article 19 Where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by Shenzhen Stock Exchange, timely disclosure may harm the interests of the company or mislead investors, and meets the following conditions, the company may apply to Shenzhen stock exchange for suspension of disclosure, stating the reasons and time limit for suspension of disclosure:
(I) the information to be disclosed is not disclosed;
(II) the insider of the relevant inside information has made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
With the consent of Shenzhen Stock Exchange, the company may suspend the disclosure of relevant information. Generally, the period of suspension of disclosure shall not exceed 2 months. If the application for suspension of disclosure is not approved by Shenzhen Stock Exchange, the reason for suspension of disclosure has been eliminated or the period for suspension of disclosure expires, the company shall disclose it in time.
The information to be disclosed by the company and relevant information disclosure obligors belongs to state secrets, trade secrets or other circumstances recognized by Shenzhen Stock Exchange. The disclosure or performance of relevant obligations in accordance with this system may lead to violation of domestic and foreign laws and administrative regulations, unfair competition, damage to the interests of the company and investors or mislead investors, The company may apply to Shenzhen stock exchange for exemption from disclosure or performance of relevant obligations.
Article 20 in addition to the information required to be disclosed according to law, the company and relevant information disclosure obligors may voluntarily disclose information related to investors’ value judgment and investment decision-making, but shall not conflict with the information disclosed according to law or mislead investors.
The information voluntarily disclosed by the information disclosure obligor shall be true, accurate and complete. Voluntary information disclosure shall abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not make selective disclosure. If there is a major change in the disclosed information that may affect the investment decision, the progress announcement shall be disclosed in time until the matter is completely completed.
Where the company and relevant information disclosure obligors disclose information in accordance with the provisions of the preceding paragraph, they shall disclose information in accordance with the same standard in case of similar events.
The information disclosure obligor shall not use the information voluntarily disclosed to improperly affect the trading price of the company’s securities and their derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation.
If the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall disclose them. If the failure to fulfill its commitments causes losses to investors, it shall be liable for compensation according to law. Article 21 the events occurred or related to the company do not meet the disclosure standards specified in the stock listing rules, or there are no specific provisions in the stock listing rules, but the Shenzhen Stock Exchange or the board of directors of the company believe that the event may have a great impact on the trading price of the company’s shares and their derivatives, The company shall make timely disclosure in accordance with the stock listing rules.
Article 22 when preparing and issuing audit reports, asset evaluation reports, financial advisory reports, credit rating reports or legal opinions for the securities business activities of issuers, companies and relevant information disclosure obligors, securities service institutions shall be diligent and responsible, and check and verify the authenticity, accuracy and integrity of the contents of the documents prepared and issued. The documents produced and issued by them shall not contain false records, misleading statements or major omissions.
Article 23 the designated newspapers and websites for the public disclosure of information by the company shall be selected from the media that meet the conditions prescribed by the CSRC. If the information that the company should publicly disclose needs to be disclosed in other public media, it shall not precede the designated newspaper and designated website. The company shall not replace the official announcement of the company in the form of press release or answering reporters’ questions, and shall not replace the temporary reporting obligation in the form of regular report.
If the company and relevant information disclosure obligors really need it, they can release the information to be disclosed through press conferences, media interviews, the company’s website, online self media and other means during non trading hours, but the company shall disclose relevant announcements before the beginning of the next trading period.
Chapter III disclosure of periodic reports
Article 24 the periodic reports that the company shall disclose include annual reports and interim reports. All information that has a significant impact on investors’ value judgment and investment decision-making shall be disclosed.
The financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law. Article 25 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, and the interim report shall be prepared and disclosed within two months from the end of each fiscal year.
Article 26 the annual report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company’s shares and bonds, the total amount of shares and bonds, the total number of shareholders and the shareholding of the top ten shareholders of the company at the end of the reporting period;
(IV) shareholders holding more than 5% of shares, controlling shareholders and actual controllers;
(V) appointment, shareholding change and annual remuneration of directors, supervisors and senior managers;
(VI) report of the board of directors;
(VII) management discussion and analysis;
(VIII) major events during the reporting period and their impact on the company;
(IX) full text of financial accounting report and audit report;
(x) other matters prescribed by the CSRC.
Article 27 the interim report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company’s shares and bonds, the total number of shareholders, the shareholding of the top ten shareholders of the company, and the changes of the controlling shareholders and actual controllers;
(IV) management discussion and analysis;
(V) major litigation, arbitration and other major events during the reporting period and their impact on the company;
(VI) financial and accounting reports;
(VII) other matters prescribed by the CSRC.
Article 28 the contents of the periodic report shall be examined and approved by the board of directors of the company. Regular reports that have not been examined and approved by the board of directors shall not be disclosed.
The directors and senior managers of the company shall sign written confirmation opinions on the periodic reports, stating whether the preparation and review procedures of the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and whether the contents of the reports can truly, accurately and completely reflect the actual situation of the company.
The board of supervisors shall review the periodic reports prepared by the board of directors and put forward written review opinions. The supervisor shall sign a written confirmation opinion. The written review opinions issued by the board of supervisors on the periodic report shall explain whether the preparation and review procedures of the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and whether the contents of the report can truly, accurately and completely reflect the actual situation of the company.
If a director or supervisor cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or has objections, he shall vote against or abstain from voting when the board of directors or the board of supervisors deliberates and reviews the periodic report.
If the directors, supervisors and senior managers cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall express their opinions and state the reasons in the written confirmation opinions, which shall be disclosed by the company. If the company does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
Directors, supervisors and senior managers shall follow the principle of prudence when expressing their opinions in accordance with the provisions of the preceding paragraph, and their responsibility to ensure the authenticity, accuracy and integrity of the contents of periodic reports is naturally exempted not only because of their opinions. Article 29 Where the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 30 in case of performance disclosure before the disclosure of the periodic report, or performance rumors and abnormal fluctuations in the trading of the company’s securities and their derivatives, the company shall timely disclose the relevant financial data of the reporting period. Article 31 Where a non-standard audit opinion is issued in the financial and accounting report in the periodic report, the directors of the company shall
