Shenzhen Sea Star Technology Co.Ltd(002137)
Information disclosure system
Chapter I General Provisions
Article 1 in order to improve the management level of the company’s information disclosure, strengthen the management of information disclosure affairs, and fully fulfill the responsibility of integrity and diligence to investors, in accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies and other laws, regulations, rules and normative documents, as well as the stock listing rules of Shenzhen Stock Exchange and other relevant business rules, Formulate this system.
Article 2 “information” mentioned in this system refers to all information that can have a significant 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; The term “disclosure” as mentioned in this system refers to the disclosure of the above-mentioned information to the public in the prescribed manner within the prescribed time and on the media designated by the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
Article 3 the company shall disclose information in a true, accurate, complete and timely manner, without false records, misleading statements or major omissions. The company shall publicly disclose information to all investors at the same time.
Article 4 the company and its directors, supervisors and senior managers shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the information disclosed.
Article 5 before the insider information is disclosed according to law, any insider shall not disclose or disclose the information, and shall not use the information for insider trading.
Article 6 information disclosure documents mainly include prospectus, corporate bond prospectus, listing announcement, regular report and interim report, etc.
Article 7 when a company discloses information according to law, it shall submit the draft of the announcement and relevant documents for future reference to Shenzhen stock exchange for registration and publish them in the media designated by the CSRC.
Article 8 the company 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 interim reporting obligations in the form of regular reports.
Article 9 the company shall submit the draft of the information disclosure announcement and relevant documents for future reference to the Shenzhen regulatory bureau of the CSRC for the record, and keep them at the company’s domicile for public inspection.
Article 10 information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the contents of the two versions shall be consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Chapter II information to be disclosed and disclosure standards
Article 11 prospectus, prospectus and listing announcement
1. The preparation of the prospectus by the 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.
2. 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.
3. After the application for securities issuance of the company 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.
4. When applying for securities listing and trading, the company shall prepare a listing announcement in accordance with the provisions of Shenzhen Stock Exchange, and make an announcement after being examined and approved by Shenzhen 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.
5. Where the company’s prospectus or listing announcement quotes the professional opinions or reports of the sponsors and securities service institutions, the relevant contents shall be consistent with the contents of the documents issued by the sponsors and securities service institutions to ensure that the opinions of the sponsors and securities service institutions will not be misguided.
6. The provisions on the prospectus in paragraphs 1 to 5 above shall apply to the prospectus for corporate bonds.
7. After issuing new shares non publicly, the company shall disclose the issuance report according to law.
Article 12 periodic reports
1. The periodic reports that the company should 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 with securities and futures related business qualifications.
2. The company’s annual report shall be prepared and disclosed within 4 months from the end of each fiscal year, the interim report within 2 months from the end of the first half of each fiscal year, and the quarterly report within 1 month after the end of the third and ninth months of each fiscal year. The disclosure time of the first quarter report shall not be earlier than that of the previous annual report.
3. The content, format and preparation rules of annual report, interim report and quarterly report shall be implemented in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
4. The directors, supervisors and senior managers of the company shall sign written confirmation opinions on the periodic reports, and the board of supervisors shall put forward written review opinions to 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 listed company. The directors, supervisors and senior managers of the company shall not refuse to sign written opinions on the company’s periodic reports for any reason, which will affect the timely disclosure of the periodic reports. 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, express their opinions and disclose them.
5. If the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
6. 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.
7. If a non-standard audit report is issued for the financial and accounting report in the periodic report, the board of directors of the company shall make a special explanation for the matters involved in the audit opinion.
Article 13 interim report
Interim reports refer to announcements other than periodic reports, including but not limited to the following matters:
(I) meeting matters
1. Announcement of resolutions of the board of directors related to matters to be disclosed;
2. Relevant statements, opinions and reports of independent directors related to the matters to be disclosed;
3. Announcement of resolutions of the board of supervisors related to matters to be disclosed;
4. Notice and supplementary notice of convening the general meeting of shareholders;
5. Notice of postponement or cancellation of the general meeting of shareholders;
6. Announcement of resolutions of the general meeting of shareholders.
(II) transactions to be disclosed
The company has transactions that meet one of the following standards:
1. The total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period; If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
3. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
5. The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation. When the transactions of the company involve “providing financial assistance” and “entrusted financial management”, the amount incurred shall be taken as the calculation standard. The provisions of this paragraph shall apply to similar transactions related to the transaction object of the company within 12 months in accordance with the principle of cumulative calculation. If the target transaction has occurred within 12 months, it will not be included in the relevant obligations.
The “transaction” mentioned in this item includes (but is not limited to): the purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but still including the purchase and sale of such assets in the asset replacement), foreign investment (including entrusted wealth management, entrusted loans, investment in subsidiaries, etc.), Provide financial assistance, provide guarantee, lease in or lease out assets, sign management contracts (including entrusted operation, entrusted operation, etc.), donate or receive donated assets, reorganization of creditor’s rights or debts, transfer of research and development projects, sign license agreements, and other transactions recognized by securities regulatory authorities or the company. (III) related party transactions to be disclosed
The company has related party transactions that meet one of the following standards:
1. Related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons;
2. The related party transactions between the company and related legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets.
In addition to the transactions referred to in Item (II) of this article, the “related party transactions” mentioned in this item also include the purchase of raw materials, fuels, power, sales of products and commodities, provision or acceptance of labor services, entrusted or entrusted sales, joint investment with related parties, and other matters that may cause the transfer of resources or obligations through agreement. The calculation principle of transaction amount is the same as that in Item (II) of this article.
(IV) major litigation and arbitration matters
1. The amount involved exceeds 10 million yuan and accounts for more than 10% of the absolute value of the latest audited net assets of the listed company;
2. Litigation involving the application for revocation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the listed company; 3. Representative litigation for securities disputes;
4. Major litigation and arbitration matters that may have a great impact on the trading price of the company’s shares and their derivatives.
(V) change the investment project of raised funds;
(VI) revision of performance forecast and profit forecast;
(VII) profit distribution and conversion of capital reserve into share capital;
(VIII) abnormal fluctuation and clarification of stock trading;
(IX) share repurchase by the company to reduce its registered capital;
(x) major issues involved in convertible corporate bonds (if any);
（11） Acquisition of the company and changes in equity of related shares;
（12） Major risks faced by the company:
1. Major losses or losses;
2. Major debts have occurred, major debts have not been paid off or major creditor’s rights have not been paid off when they are due;
3. Liability for major breach of contract or large amount of compensation that may be borne according to law;
4. Provision for impairment of large 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 be insolvent (generally means that the net assets are negative);
7. The main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
8. The main assets are sealed up, seized, frozen or mortgaged or pledged;
9. Major or all businesses come to a standstill;
10. The company is investigated by the competent authority or subject to major administrative and criminal penalties due to suspected violations of laws and regulations;
11. The directors, supervisors and senior managers of the company are unable to perform their duties due to being investigated or taking compulsory measures by the competent authorities for suspected violations of laws and regulations, or cannot perform their duties normally for more than 3 months due to physical, work arrangement and other reasons;
12. Other major risks identified by Shenzhen Stock Exchange or the company.
Where the above matters involve specific amounts, the provisions of item (II) of this article shall apply mutatis mutandis.
（13） Other major events of the company:
1. Change the articles of association, company name, stock abbreviation, registered capital, registered address, office address and contact number of the company. If the articles of association are changed, the new articles of association shall also be disclosed on qualified media;
2. Major changes in business policies and business scope;
3. According to the relevant provisions of the CSRC on industry classification, the industry classification of listed companies has changed; 4. The board of directors deliberated and approved domestic and foreign financing plans such as issuing new shares, convertible corporate bonds, preferred shares and corporate bonds;
5. The company has received corresponding review opinions on the issuance of new shares or other domestic and foreign issuance financing applications and major asset restructuring;
6. Major changes in production and operation, external conditions or production environment (including major changes in industrial policies, product prices, raw material procurement, sales methods, etc.);
7. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
8. The actual controller of the company or the shareholders holding more than 5% of the shares of the company have or intend to have major changes in the shareholding or control of the company;
9. The court ruled to prohibit the controlling shareholders of the company from transferring their shares in the company;
10. The directors, more than one-third of the supervisors, the general manager or the person in charge of finance of the company have changed; 11. More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicially marked, judicially auctioned, entrusted, set trust or restricted voting rights, or there is a risk of compulsory transfer of ownership;
12. Obtaining additional income may have a significant impact on the company’s assets, liabilities, equity or operating results;
13. Appointing and dismissing an accounting firm to audit the company;
14. Other circumstances recognized by the company.
（14） The company shall disclose relevant information on corporate governance in accordance with laws, regulations and other relevant provisions, including but not limited to:
1. Personnel and composition of the board of directors and the board of supervisors;
2. The work and evaluation of the board of directors and the board of supervisors;
3. The work and evaluation of independent directors, including the attendance of independent directors at the board of directors, the expression of independent opinions, and their opinions on related party transactions, the appointment and removal of directors and senior managers;
4. Composition and work of the special committees;
5. The actual situation of corporate governance, and the differences and reasons between it and the requirements of normative documents on corporate governance issued by China Securities Regulatory Commission;
6. Specific plans and measures to improve corporate governance.
（15） The board of directors and the board of supervisors shall report to the general meeting of shareholders on the performance of duties, performance evaluation results and remuneration of directors and supervisors, and disclose them.
（16） The remuneration distribution plan of senior managers shall be approved by the board of directors, explained to the general meeting of shareholders and disclosed.
(XVII)
