Xinlun New Materials Co.Ltd(002341)
Information disclosure management system
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Xinlun New Materials Co.Ltd(002341) (hereinafter referred to as “the company” or “the company”) and its subsidiaries, strengthen the management of information disclosure, and protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “guidelines for the standardized operation”), and other laws This system is hereby formulated in accordance with the relevant provisions of laws, regulations, normative documents and the Xinlun New Materials Co.Ltd(002341) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the “information” mentioned in this system refers to the information that may or has had a great impact on the trading price of the company’s shares and their derivatives and the information required to be disclosed by the securities regulatory authorities, including but not limited to the following information:
(I) information related to the company’s performance, profit distribution and other matters, such as financial performance, profit forecast, profit distribution and conversion of capital reserve into share capital;
(II) information related to the company’s acquisition and merger, asset reorganization and other matters;
(III) information related to the company’s stock issuance, repurchase, equity incentive plan and other matters;
(IV) information related to the company’s business matters, such as the development of new products and inventions, the conclusion of major business plans in the future, the approval of patents and government departments, and the signing of major contracts;
(V) information related to major litigation and arbitration matters of the company;
(VI) information related to transactions and related party transactions that should be disclosed;
(VII) relevant information on other matters to be disclosed in accordance with relevant laws, administrative regulations, departmental rules, normative documents, listing rules, guidelines for standardized operation and other relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Article 3 information disclosure documents mainly include prospectus, prospectus, listing announcement, periodic report, interim report, acquisition report, etc.
Article 4 this system is applicable to the management of various information disclosure affairs of the company and to the following personnel and institutions (hereinafter referred to as “information disclosure obligors”):
(I) directors and board of directors of the company;
(II) the company’s supervisors and the board of supervisors;
(III) senior management of the company;
(IV) secretary of the board of directors, securities affairs representative and office of the board of directors;
(V) principals of all departments and branches of the company’s headquarters and designated information disclosure personnel;
(VI) the legal representative, executive director, President and chief financial officer of the holding subsidiary and other designated information disclosure personnel;
(VII) directors, supervisors and senior managers appointed by the company;
(VIII) shareholders holding more than 5% of the company’s shares and their persons acting in concert and actual controllers;
(IX) actual controller of the company;
(x) purchaser;
（11） Natural persons, units and their related personnel such as parties involved in major asset restructuring, refinancing and major transactions;
（12） The insolvency representative and its members;
（13） Other organizations, entities or individuals with information disclosure obligations and responsibilities specified in relevant laws and regulations.
Article 5 The term “public disclosure” as mentioned in this system refers to the announcement of information by the company and relevant information disclosure obligors on the media designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in accordance with laws, administrative regulations, departmental rules, normative documents, listing rules, standardized operation guidelines and other relevant provisions of Shenzhen Stock Exchange. The material information not publicly disclosed is the material information not publicly disclosed.
Article 6 when the company and other information disclosure obligors disclose information according to law, they shall submit the announcement manuscripts and relevant documents for future reference to the stock exchange for registration and publish them in the media designated by the CSRC.
Information disclosure obligors shall not release information on the company’s website and other media before the designated media, and shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, or replace the temporary reporting obligations in the form of regular reports.
Article 7 the company shall keep the draft of information disclosure announcement and relevant documents for future reference at the company’s domicile for public inspection at the same time of announcement.
Chapter II Basic Principles of information disclosure
Article 8 the company and relevant information disclosure obligors shall disclose information in a timely and fair manner, and ensure that the information disclosed is true, accurate, complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions.
Article 9 the directors, supervisors and senior managers of the company shall ensure that the information disclosed by the company is true, accurate and complete. If the content of the information disclosed cannot be guaranteed to be true, accurate and complete, they shall make a corresponding statement in the announcement and explain the reasons.
Article 10 shareholders, actual controllers, purchasers and other relevant information disclosure obligors of the company shall perform their information disclosure obligations in accordance with relevant regulations, 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 11 “Truthfulness” as mentioned in this system means that the information disclosed by the company and relevant information disclosure obligors shall be based on objective facts or judgments and opinions with factual basis, truthfully reflect the objective situation, and there shall be no false records and false statements.
Article 12 “accuracy” as mentioned in this system means that the information disclosed by the company and relevant information disclosure obligors shall use clear and appropriate language, concise and easy to understand words, and shall not contain any words of publicity, advertising, compliment or exaggeration, and shall not have misleading statements.
When disclosing predictive information and other information related to the company’s future operation and financial status, the company shall be reasonable, cautious and objective.
Article 13 The term “complete” as mentioned in this system refers to that the information disclosed by the company and relevant information disclosure obligors shall be complete in content, complete in documents, and the format shall meet the specified requirements without major omissions.
Article 14 The term “timely” as mentioned in this system refers to that the company and relevant information disclosure obligors shall disclose all information that may have a great impact on the trading price of the company’s shares and their derivatives within the period specified in this system (hereinafter referred to as “material information”).
Article 15 “fairness” as mentioned in this system means that the company and relevant information disclosure obligors shall publicly disclose major information to all investors at the same time, so as to ensure that all investors can obtain the same information equally, and shall not privately disclose, disclose or divulge to specific objects in advance.
If the documents and information submitted and transmitted by the company to the shareholders, actual controllers or other third parties involve undisclosed material information, the company shall timely report to the Shenzhen Stock Exchange and perform the obligation of information disclosure in accordance with the relevant provisions of the Shenzhen Stock Exchange.
Article 16 before information disclosure, the company and its directors, supervisors, senior managers, relevant information disclosure obligors and other insiders shall keep the insiders of the information to a minimum, and shall not disclose undisclosed material information, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Article 17 the information disclosed by the company shall be easy to understand, and the factual descriptive language shall be used to explain the true situation of the event in a concise and easy to understand way. The information disclosure documents shall not contain words and sentences of publicity, advertising, compliment or slander; The company ensures that users can obtain information through economic and convenient means (such as securities newspapers and the Internet).
Article 18 the information publicly disclosed by the company shall be submitted to the Shenzhen Stock Exchange at the first time. Before information disclosure, the company shall submit relevant announcements and relevant documents for future reference to the Shenzhen Stock Exchange in accordance with the requirements of the Shenzhen Stock Exchange.
Article 19 in addition to disclosing information in accordance with mandatory provisions, the company shall actively and timely disclose all information that may have a substantive impact on the decisions of other stakeholders, and ensure that all shareholders have equal access to information.
The company and relevant information disclosure obligors shall strictly follow the principle of fair information disclosure, shall not implement differential treatment policies, and shall not selectively and privately disclose, disclose or divulge undisclosed major information to specific objects.
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.
Article 20 the company shall not disclose or disclose unpublished material information at the general meeting of shareholders. If the event notified to the shareholders belongs to the situation of not disclosing major information, the notified event shall be disclosed at the same time as the announcement of the resolution of the general meeting of shareholders.
Article 21 during the implementation of the refinancing plan, the company shall pay special attention to the fairness of information disclosure when conducting inquiry, promotion and other activities to specific individuals or institutions, and shall not provide unpublished material information to them in order to attract subscription.
Article 22 the information publicly disclosed by the company shall be designated in the information disclosure media and website designated by the CSRC.
The company can expand the scope of information dissemination by holding press conferences, investor talks and online briefings, so that more investors can know the major information disclosed by the company in time.
Chapter III contents and standards of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 23 the preparation of a prospectus by a company shall comply with the relevant provisions of the CSRC. All information that has a significant impact on investors’ investment decisions shall be disclosed in the prospectus. After the application for public offering of securities is approved by the CSRC, the company shall announce the prospectus before the issuance of securities.
Article 24 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the prospectus to ensure that the information disclosed is true, accurate and complete. The prospectus shall be affixed with the official seal of the company. Article 25 after the application for securities issuance is approved by the CSRC and before the end of the issuance, if important matters occur, the company shall make a written explanation to the CSRC and, with the consent of the CSRC, revise the prospectus or make a corresponding supplementary announcement.
Article 26 when applying for securities listing and trading, a company shall prepare a listing announcement in accordance with the provisions of the stock exchange, and make an announcement after being examined and approved by the stock exchange. The directors, supervisors and senior managers of the company shall sign written confirmation opinions on the listing announcement to ensure that the information disclosed is true, accurate and complete. The listing announcement shall be affixed with the official seal of the company.
Article 27 Where the professional opinions or reports of the sponsors and securities service institutions are quoted in the prospectus and listing announcement, the relevant contents shall be consistent with the contents of the documents issued by the sponsors and securities service institutions, so as to ensure that the opinions of the sponsors and securities service institutions are not misleading.
Article 28 the provisions of articles 23 to 27 of the system relating to the prospectus shall apply to the prospectus of corporate bonds.
Article 29 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Section II periodic report
Article 30 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors’ investment decisions 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 31 the company shall disclose the annual report within four months from the end of each fiscal year, the semi annual report within two months from the end of the first half of each fiscal year, and the quarterly report within one month after the end of the first three and nine months of each fiscal year.
The disclosure time of the company’s first quarter report cannot be earlier than the disclosure time of the company’s annual report of the previous year. If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the Shenzhen Stock Exchange in time, and announce the reasons, solutions and the deadline for delayed disclosure.
Article 32 the content, format and preparation rules of annual report, interim report and quarterly report shall be implemented in accordance with the relevant provisions of CSRC and Shenzhen Stock Exchange.
Article 33 the company shall agree with the Shenzhen Stock Exchange on the disclosure time of periodic reports. The company shall handle the disclosure of periodic reports according to the time arranged by the Shenzhen Stock Exchange. If it is necessary to change the disclosure time for some reason, it shall submit a written application to the Shenzhen Stock Exchange five trading days in advance, state the reasons for the change, and clarify the disclosure time after the change. In principle, it can only apply for one change.
Article 34 The board of directors of the company shall ensure the timely disclosure of the company’s periodic report. If the resolution of the board of directors on the periodic report cannot be formed for some reason, the relevant matters shall be disclosed in the form of announcement of the board of directors, explaining the specific reasons and existing risks for the failure to form the resolution of the board of directors.
The company shall not disclose periodic reports that have not been examined and approved by the board of directors.
Article 35 the board of directors of the company shall organize relevant personnel to arrange the preparation and disclosure of periodic reports in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange on periodic reports.
The president, chief financial officer, Secretary of the board of directors and other senior managers of the company shall timely prepare periodic reports and submit them to the board of directors for deliberation; The directors and senior managers of the company shall sign written confirmation opinions on whether the periodic reports of the company are true, accurate and complete according to law; The board of supervisors of the company shall review the company’s periodic reports prepared by the board of directors according to law and put forward written review opinions. The supervisor shall sign a written confirmation opinion.
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 state the reasons and express their opinions in the written confirmation opinions, and disclose them. 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 36 the directors, supervisors and senior managers of the company shall not refuse to pay regular compensation to the company for any reason
