Henan Liliang Diamond Co.Ltd(301071)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company”), improve the management level and quality of information disclosure, 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 measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the Listing Rules) This system is formulated in accordance with the provisions of relevant laws, regulations, rules, normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as the “operation guidelines”) and the provisions of Henan Liliang Diamond Co.Ltd(301071) articles of association, and in combination with the actual situation of the company.
Article 2 the term “information” as mentioned in this system refers to the information that may or has had a significant impact on the prices of stocks or other securities issued by the company and their derivatives, as well as the information required to be disclosed by the securities regulatory authorities, including 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 or 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 as stipulated in relevant laws, administrative regulations, departmental rules, normative documents, listing rules, operation guidelines and other relevant provisions of the stock exchange.
The “disclosure” mentioned in this system refers to the information announced by the company or relevant information disclosure obligors on the designated media in accordance with laws, administrative regulations, departmental rules, other normative documents, listing rules, operation guidelines and other provisions of the stock exchange.
Article 3 this system is applicable to the following personnel and institutions:
(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, securities affairs department and securities affairs representative of the company;
(IV) general manager, deputy general manager, chief financial officer and other senior managers of the company;
(V) heads of all departments of the company’s headquarters, subsidiaries and branches;
(VI) controlling shareholders of the company and shareholders holding more than 5% of the shares of the company;
(VII) other personnel and departments with information disclosure obligations.
Article 4 the securities affairs department under the leadership of the Secretary of the board of directors of the company is the permanent institution responsible for the company’s information disclosure affairs, that is, the information disclosure affairs management department.
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 main responsible person for information disclosure, responsible for managing information disclosure affairs.
Article 6 the training of the company’s information disclosure management system shall be organized by the Secretary of the board of directors. The Secretary of the board of directors shall regularly carry out relevant training on the information disclosure system for the directors, supervisors, senior managers of the company, heads of departments of the company’s headquarters, branches and subsidiaries and other company personnel and departments responsible for information disclosure.
Article 7 the system is supervised by the independent directors and the board of supervisors of the company. The independent directors and the board of supervisors shall conduct regular inspection on the implementation of this system. If they find major defects, they shall put forward handling suggestions in time and urge the board of directors of the company to make corrections. If the board of directors fails to make corrections, they shall immediately report to the stock exchange.
Independent directors and the board of supervisors shall disclose the inspection of this system in the work report of independent directors and the annual report of the board of supervisors.
Article 8 the company shall disclose information in a timely, true, accurate, complete and fair manner, without false records, misleading statements or major omissions.
In addition to the information required to be disclosed according to law, the company may voluntarily disclose information related to investors’ value judgment and investment decision-making, but it shall not conflict with the information disclosed according to law or mislead investors. When similar events occur thereafter, the information disclosure obligor shall disclose them in a timely manner in accordance with the consistency standard.
Article 9 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the information disclosed.
Article 10 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 11 information disclosure obligors shall not release information on the company’s website or 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 12 when communicating with investors, securities service institutions, media and other information, the company emphasizes the principle of fair information disclosure among different investors to ensure the smooth development of investor relations management.
Chapter II Scope and content of information disclosure
Article 13 the company’s information disclosure documents include but are not limited to:
(I) regular reports of the company;
(II) interim report of the company;
(III) the prospectus published by the company for the issuance of new shares, the prospectus published for the allotment of shares, the stock listing announcement, the prospectus for the issuance of corporate bonds and the announcement for the issuance of convertible bonds;
(IV) other documents for future reference stipulated by the CSRC and Shenzhen Stock Exchange.
Article 14 the periodic reports that the company shall disclose include annual reports, interim reports (semi annual reports) and quarterly reports.
The annual audit report of the accounting firm shall comply with the provisions of Article 15 of the accounting law.
The financial and accounting reports in the interim report may not be audited, but under any of the following circumstances, the company shall hire an accounting firm to audit:
(I) it is proposed to make profit distribution (except for cash dividends only), convert the accumulation fund into share capital or make up for losses according to the semi annual report;
(II) other circumstances that the CSRC or Shenzhen Stock Exchange deems necessary for audit. The financial information in the company’s quarterly report does not need to be audited, unless otherwise stipulated by the CSRC or the stock exchange.
Article 16 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 first quarter report shall not be earlier than that of the 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 for the failure to disclose on schedule, solutions and the deadline for delayed disclosure.
Article 17 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 at the end of the reporting period, and the shareholding of the top 10 shareholders of the company;
(IV) shareholders holding more than 5%, controlling shareholders and actual controllers;
(V) appointment, shareholding change and annual remuneration of directors, supervisors and senior managers;
(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 18 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 top 10 shareholders, and the changes of 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 19 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 20 the board of directors shall ensure the timely disclosure of the company’s periodic reports. 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, explain the specific reasons and existing risks for the failure to form the resolution of the board of directors, and disclose the opinions of independent directors.
The contents of the periodic report shall be examined and approved by the board of directors of the listed company. The company shall not disclose periodic reports that have not been examined and approved by the board of directors.
Article 21 the general manager, financial principal, 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 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.
Directors, supervisors and senior managers shall not refuse to sign written opinions on the company’s periodic reports for any reason, which will affect the timely disclosure of periodic reports.
The board of directors shall not affect the timely disclosure of the company’s periodic reports for any reason.
Article 22 Where the company expects a loss or significant change in its operating performance, it shall make a performance forecast in time.
Article 23 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 24 Where 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 on the matters involved in the audit opinion.
Article 25 interim report refers to the announcement other than periodic report issued by the company in accordance with laws, administrative regulations, departmental rules, normative documents, listing rules and other relevant provisions of the stock exchange. The interim report (except the announcement of the board of supervisors) shall be stamped with the official seal of the board of directors and issued by the board of directors of the company.
Article 26 when a major event that may have a great impact on the trading price of the company’s shares occurs and the investor has not been informed, the company shall immediately disclose it, explaining the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(IV) the company incurs major debts and fails to pay off the due major debts, or has large liability for compensation;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) change of directors, more than 1 / 3 supervisors or general manager of the company; The chairman or general manager is unable to perform his duties;
(VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding shares or controlling the company has changed greatly; The actual controller of the company and other enterprises under its control have undergone major changes in the same or similar business as the company;
(IX) the company’s plans for dividend distribution and capital increase, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy; Or enter bankruptcy proceedings according to law and be ordered to close down; (x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（11） The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） The company is liable for large amount of compensation;
（13） The company makes provision for impairment of large assets;
（14） The shareholders’ equity of the company is negative;
（15） The main debtors of the company are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
（16） Newly promulgated laws, administrative regulations, rules and industrial policies
