Securities code: 003041 securities abbreviation: Zhejiang Truelove Vogue Co.Ltd(003041) Announcement No.: 2022-004
Zhejiang Truelove Vogue Co.Ltd(003041)
Announcement on Revising the information disclosure management system
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 1、 Deliberation and voting
The 12th meeting of the third board of directors of Zhejiang Truelove Vogue Co.Ltd(003041) (hereinafter referred to as “the company”) was held in the conference room on the third floor of the company on February 24, 2022 by means of on-site meeting and communication voting. The meeting adopted the proposal on Amending the information disclosure management system by 9 votes in favor, 0 against and 0 abstention. The proposal still needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation. 2、 The main contents of the system are listed in chapters:
Zhejiang Truelove Vogue Co.Ltd(003041)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Zhejiang Truelove Vogue Co.Ltd(003041) (hereinafter referred to as “the company”), strengthen the management of information disclosure affairs and protect the legitimate rights and interests of investors, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the notice of China Securities Regulatory Commission on regulating information disclosure of listed companies and the actions of relevant parties, and other relevant laws and regulations This system is formulated in accordance with the relevant provisions of normative documents and the Zhejiang Truelove Vogue Co.Ltd(003041) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
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 securities and their derivatives and the information required to be disclosed by the securities regulatory authorities; The term “disclosure” refers to the disclosure of information to the public in the prescribed way within the prescribed time and on the media designated by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Article 3 the information disclosure obligor mentioned in this system refers to:
(I) directors and board of directors of the company;
(II) the company’s supervisors and the board of supervisors;
(III) secretary of the board of directors and Investment Securities Department of the company;
(IV) senior management of the company;
(V) responsible persons of all departments of the company and its branches and subsidiaries;
(VI) actual controllers, controlling shareholders and shareholders holding more than 5% of the shares of the company;
(VII) other institutions or personnel with information disclosure obligations.
Article 4 information disclosure obligors shall timely perform their obligations of information disclosure in accordance with the law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions.
The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance. However, unless otherwise provided by laws and administrative regulations.
Before the disclosure of inside information according to law, insiders of inside information and those who illegally obtain inside information shall not disclose or disclose the information, and shall not use the information for insider trading. No unit or individual may illegally require the information disclosure obligor to provide information that needs to be disclosed according to law but has not been disclosed.
Where securities and their derivatives are publicly issued and traded both at home and abroad, the information disclosed by the information disclosure obligor in the overseas market shall be disclosed in the domestic market at the same time.
Article 5 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate and complete, and the information disclosure is timely and fair.
Article 6 in addition to the information that needs to be disclosed according to law, the information disclosure obligor may voluntarily disclose the information related to the value judgment and investment decision made by the investor, but it shall not conflict with the information disclosed according to law or mislead the investor.
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.
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 7 if the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 8 information disclosure documents include periodic reports, interim reports, prospectus, corporate bond prospectus, listing announcement, acquisition report, etc.
Article 9 the information disclosed according to law shall be published on the website of the stock exchange and the media meeting the conditions prescribed by the CSRC, and shall be kept at the company’s domicile and the stock exchange for the public to consult. The full text of the information disclosure documents shall be disclosed on the website of the stock exchange and the website of newspapers and periodicals that meet the conditions prescribed by the CSRC. The summaries of information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of the stock exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
The company shall not replace its reporting and announcement obligations in any form such as press release or answering reporters’ questions, and shall not replace its interim reporting obligations in the form of regular reports.
Article 10 where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by the stock exchange, timely disclosure may damage the interests of the company or mislead investors, and complies with the relevant conditions in the stock listing rules of Shenzhen Stock Exchange, the company may apply to Shenzhen Stock exchange for suspension of disclosure, Explain the reasons and time limit for the suspension of disclosure.
If the information delayed from disclosure is indeed difficult to keep secret, has been leaked or there are market rumors, resulting in significant fluctuations in the trading price of the company’s securities and their derivatives, the company shall immediately disclose the planning and progress of relevant matters.
Article 11 the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by the stock exchange, and the disclosure or performance of relevant obligations in accordance with the stock listing rules of Shenzhen Stock Exchange or this system may lead to the company’s violation of state laws and regulations on confidentiality or damage the interests of the company, May apply to Shenzhen stock exchange for exemption from disclosure or perform relevant obligations.
Article 12 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to Zhejiang regulatory bureau of CSRC.
Article 13 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 periodic reports
Article 14 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 company’s annual report shall be audited by an accounting firm in accordance with the provisions of the securities law.
Article 15 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim 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 third and ninth months of each fiscal year.
The disclosure time of the company’s first quarter report shall not be earlier than that of the previous year’s annual report. Article 16 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 company’s former major shareholders at the end of the reporting period;
(IV) shareholders holding more than 5%, controlling shareholders and actual controllers;
(V) the employment, shareholding changes and annual remuneration of the company’s 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 17 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 company’s former major shareholders, 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 18 the quarterly report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) other matters prescribed by the CSRC.
Article 19 the contents of the periodic report shall be examined and approved by the board of directors of the listed 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 listed 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 listed 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 listed company. Where a listed company does not disclose, 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 20 Where the company expects a loss or significant change in its operating performance, it shall make a performance forecast in time.
Article 21 in case of performance disclosure before the disclosure of the company’s periodic report, or performance rumors and abnormal fluctuations in the trading of the company’s securities and their derivatives, the company shall disclose the relevant financial data of the reporting period in time.
Article 22 Where a non-standard audit opinion is issued in the financial and accounting report in the periodic report, the board of directors of the company shall make a special explanation on the matters involved in the audit opinion.
Chapter III interim report
Article 23 when a major event occurs in the company that may have a great impact on the trading price of the company’s securities and their derivatives, and the investors have not been informed of it, the company shall immediately disclose the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include:
(I) major events specified in paragraph 2 of Article 80 of the securities law;
(II) the company is liable for large amount of compensation;
(III) the company makes provision for impairment of large assets;
(IV) the shareholders’ equity of the company is negative;
(V) the company’s main debtors are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
(VI) newly promulgated laws, administrative regulations, rules and industrial policies may have a significant impact on the company; (VII) the company carries out equity incentive, share repurchase, major asset restructuring, asset spin off or listing;
(VIII) the court ruled to prohibit the controlling shareholder from transferring its shares; More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or voting rights are restricted according to law, or there is a risk of compulsory transfer of ownership;
(IX) major assets are sealed up, seized or frozen; Major bank accounts are frozen;
(x) the company is expected to suffer losses or significant changes in its operating performance;
（11） Major or all businesses come to a standstill;
（12） Obtain additional income that has a significant impact on the current profit and loss, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
（13） Appointing or dismissing an accounting firm to audit the company;
（14） Major independent changes in accounting policies and accounting estimates;
（15） Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（16） The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities;
（17） The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or
