Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the company’s information disclosure, standardize the company’s information disclosure, ensure the fairness 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 (hereinafter referred to as the Securities Law), the measures for the administration of information disclosure of listed companies, the standards for the governance of listed companies and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the Listing Rules) This system is hereby formulated in accordance with the relevant provisions of laws, regulations, normative documents, rules and regulations such as the guidelines for the management system of information disclosure of listed companies of Shanghai Stock Exchange and the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association (hereinafter referred to as the articles of association).
Chapter II Basic Principles and general provisions of information disclosure
Article 2 the company and relevant information disclosure obligors shall disclose all matters that may have a great impact on the trading price of the company’s shares or on investment decisions (hereinafter referred to as “major events” or “major events”).
Article 3 the company and relevant information disclosure obligors shall disclose information in a timely and fair manner to ensure the authenticity, accuracy and completeness of the information disclosed.
The directors, supervisors and senior managers of the company shall ensure that the company discloses information in a timely and fair manner and that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. If a director, supervisor or senior manager has any objection to the contents of the announcement, he shall make a corresponding statement in the announcement and explain the reasons.
Article 4 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 actual situation, and there shall be no false records.
Article 5 the information disclosed by the company and relevant information disclosure obligors shall be objective, without exaggeration or misleading statements.
The disclosure of predictive information such as future operations and financial conditions shall be reasonable, prudent and objective.
Article 6 the information disclosed by the company and relevant information disclosure obligors shall be complete, fully disclose the information that has a significant impact on the company, reveal the major risks that may arise, and shall not selectively disclose some information or make major omissions.
The information disclosure documents shall have complete materials and the format shall meet the specified requirements.
Article 7 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 have equal access to information, and shall not disclose or divulge it to single or partial investors.
The company and relevant information disclosure obligors shall not provide major information that has not been disclosed by the company when communicating with any institutions and individuals through performance briefing, analyst meeting, roadshow, investor research and other forms. If the documents submitted by the company to shareholders, actual controllers and other third parties involve material information that has not been disclosed, they shall be disclosed in accordance with this system.
Article 8 under any of the following circumstances, the company and relevant information disclosure obligors shall disclose major matters in a timely manner:
(I) the board of directors or the board of supervisors has formed a resolution on major matters;
(II) relevant parties have signed letters of intent or agreements on major matters;
(III) the directors, supervisors or senior managers are aware of the major event;
(IV) other major events of the company.
If there is great uncertainty in the major matters planned by the company, and the immediate disclosure may damage the interests of the company or mislead investors, and the insider of the relevant insider information has made a written commitment to confidentiality, the company may not disclose it temporarily, but it shall disclose it to the public at the latest when the major matters form a final resolution, sign a final agreement and the transaction is determined to be reached. If the relevant information is really difficult to keep secret, has been leaked or there are market rumors, resulting in significant fluctuations in the company’s stock trading price, the company shall immediately disclose the relevant planning and progress.
Article 9 the company shall disclose major information that can fully reflect the company’s business, technology, finance, corporate governance, competitive advantage, industry trend, industrial policy and other aspects, and fully reveal the company’s risk factors and investment value, so as to facilitate investors’ reasonable decision-making.
Article 10 the company shall disclose targeted information on performance fluctuations, industrial risks, corporate governance and other related matters, and continuously disclose major information such as scientific research level, scientific research personnel, scientific research capital investment, key investment fields of raised funds and so on.
Article 11 Where a company plans a major event that lasts for a long time, it shall disclose the progress in stages in accordance with the principle of materiality and prompt the relevant risks in time, and shall not refuse to disclose it only on the grounds that the result of the relevant event is uncertain.
Article 12 If the company and relevant information disclosure obligors believe that relevant information may affect the trading price of the company’s shares or help investors make decisions, but it is not required to be disclosed by the stock exchange, they may disclose it voluntarily. Article 13 the voluntary disclosure of information by the company and relevant information disclosure obligors shall be prudent and objective, and shall not use such information to improperly affect the company’s stock trading price, engage in insider trading or other illegal acts. If the company and relevant information disclosure obligors disclose information in accordance with this article, they shall disclose information according to the same standard in case of similar events, so as to avoid selective information disclosure.
Article 14 the company’s announcement manuscript shall be focused, logical, plain, concise and easy to understand, avoid using a large number of professional terms, too obscure expressions and foreign languages and their abbreviations, avoid vague, temsectord and redundant information, and shall not contain words of congratulations, publicity, advertising, compliments, slander and other nature.
The draft of the announcement shall be in Chinese, and if it is in a foreign language at the same time, the consistency of the contents of the two texts shall be ensured. In case of any inconsistency between the two versions, the Chinese version shall prevail.
Article 15 major events of subsidiaries and other entities within the scope of the company’s consolidated statements shall be deemed as major events of the company, and this system shall apply.
In case of major events that may have a great impact on the trading price of the company’s shares, the company shall perform the obligation of information disclosure with reference to the provisions applicable to this system.
Article 16 Where the information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets and business sensitive information, and the disclosure or performance of relevant obligations in accordance with the stock listing rules of the stock exchange may lead to improper competition, damage the interests of the company and investors or mislead investors, the disclosure of the information may be suspended or exempted in accordance with the relevant provisions of the stock exchange.
If the information to be disclosed by the company is recognized as a state secret according to law, and the disclosure or performance of relevant obligations in accordance with the stock listing rules of the stock exchange may lead to its violation of domestic laws and regulations or endanger national security, it may apply for exemption from disclosure in accordance with the relevant provisions of the stock exchange.
The company and relevant information disclosure obligors shall carefully determine the suspension and exemption of information disclosure, and shall not arbitrarily expand the scope of suspension and exemption.
If the information delayed from disclosure has been leaked, it shall be disclosed in time.
Article 17 Where the company and relevant information disclosure obligors apply the relevant information disclosure requirements stipulated in the stock listing rules and information disclosure rules of the stock exchange, which may make it difficult for them to reflect the actual situation of business activities, meet the industrial regulatory requirements or the relevant provisions of the place of registration of the company, they may apply to the stock exchange for adjustment and application, However, the reasons and alternatives shall be explained, and a law firm shall be hired to issue legal opinions.
Where the stock exchange believes that the application should not be adjusted, the company and relevant information disclosure obligors shall implement it in accordance with the relevant provisions of the stock exchange.
Article 18 the suspension and resumption of trading of the company’s shares shall comply with the relevant provisions of the stock listing rules of the stock exchange. If the company fails to apply for suspension and resumption of trading as required, the stock exchange may decide to suspend and resume trading of the company’s shares.
The company may apply for suspension and resumption of trading of the company’s shares in accordance with relevant regulations when planning major events or for other reasons considered reasonable by the stock exchange.
In case of extreme abnormalities in the trading of the securities market, the stock exchange may suspend the application for suspension of trading of the company according to the decision of the CSRC or the actual situation of the market, so as to maintain the continuity and liquidity of market trading and the legitimate trading rights of investors.
Article 19 when the stock exchange considers that the trading of the company should be suspended or resumed, the stock exchange may decide the suspension and resumption of the trading of the company’s shares according to the situation.
Article 20 Where a company is acquired by offer, the trading of the company’s shares shall be suspended before the expiration of the term of acquisition by offer and the announcement of the result of acquisition by offer. The trading of the company’s shares shall resume on the date of announcement of the result of the offer.
Article 21 the company shall timely and fairly disclose all information that may have a great impact on the trading price of the company’s securities and their derivatives and the company’s solvency.
Article 22 the information disclosure obligors involved in this system include the company, its directors, supervisors, President, vice president, chief financial officer and other senior managers; Main principals and relevant staff of all departments and holding subsidiaries of the company; Shareholders and actual controllers holding more than 5% of the company’s shares; Parties related to acquisition, major asset restructuring, refinancing, major transactions, etc., including natural persons, units and their related personnel.
Other related parties of the company shall also undertake corresponding information disclosure obligations.
Article 23 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 24 in addition to disclosing information in accordance with mandatory provisions, the company voluntarily discloses information that may have an impact on the decisions of shareholders and other stakeholders.
Voluntary information disclosure shall abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not make selective disclosure. It shall not use voluntary information disclosure to engage in market manipulation, insider trading or other violations of laws and regulations, and shall not violate public order and good customs and damage social and public interests. Voluntary disclosure of information of a certain predictive nature shall clarify the basis of prediction and prompt possible uncertainties and risks.
Article 25 information disclosure documents mainly include prospectus, prospectus, listing announcement, acquisition report, regular report and interim report, etc.
Chapter III responsibilities and division of labor of information disclosure
Article 26 the company shall establish an information disclosure management department, which shall be led and managed by the Secretary of the board of directors. Article 27 the company appoints the Secretary of the board of directors to be responsible for organizing and coordinating the company’s information disclosure affairs, and each holding subsidiary appoints a special person to be responsible for the information disclosure affairs. No one other than the Secretary of the board of directors shall disclose relevant information of the company to the public at will.
Article 28 the Secretary of the board of directors shall collect the information that should be disclosed by the company and report to the board of directors, continuously pay attention to the media reports on the company and take the initiative to verify the truth of the reports.
Article 29 the Secretary of the board of directors has the right to attend the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and relevant meetings of senior managers, to understand the financial and operating conditions of the company, and to consult all documents related to information disclosure. The company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, senior managers and relevant personnel of the company shall support and cooperate with the Secretary of the board of directors in his work.
Article 30 the securities affairs representative shall accept the leadership of the Secretary of the board of directors and assist him in his work.
Article 31 information disclosure obligors shall strictly abide by the requirements of relevant national laws, administrative regulations, departmental rules, these systems and other relevant provisions, perform the obligation of information disclosure and abide by the discipline of information disclosure.
Article 32 the information disclosure obligors of the company shall be responsible for providing the materials and information required for information disclosure to the Secretary of the board of directors or the information disclosure management department of the company at the first time.
If the information disclosure obligor of the company has any doubt about whether a certain matter involves information disclosure, it shall consult the Secretary of the board of directors in time.
Article 33 The chairman of the company is the first person responsible for the company’s information disclosure.
All members of the board of directors of the company must ensure that the information disclosed is true, accurate and complete without false, seriously misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of the information disclosed.
Article 34 the supervisor shall supervise the behavior of the directors and senior managers of the company in performing their duties of information disclosure.
Article 35 in addition to the announcement of the board of supervisors, the information disclosed by the company shall be published in the form of the announcement of the board of directors. Directors, supervisors and senior managers shall not release the undisclosed information of the company without the written authorization of the board of directors.
Article 36 the members of the board of directors and the board of supervisors shall inform the chairman or the president at the first time when they know the events that may affect the stock price of the company or will have an important impact on the operation and management of the company.
Article 37 when the main principals of functional departments, business divisions and holding subsidiaries are aware of events that may affect the stock price of the company or will have an important impact on the operation and management of the company, they shall inform the chairman or president at the first time. In case of information disclosure matters that need to be coordinated, it shall timely assist the Secretary of the board of directors to complete the task. Article 38 the business management of each business division and its holding subsidiary shall inform the chairman or president of any event that may affect the stock price of the company or will have an important impact on the operation and management of the company at the first time. When studying and deciding on matters involving information disclosure, the Secretary of the board of directors shall be notified to attend the meeting as nonvoting delegates and provide them with the materials required for information disclosure. In case of information disclosure matters that need to be coordinated, it shall timely assist the Secretary of the board of directors to complete the task.
Article 39 shareholders and actual controllers holding more than 5% of the company’s shares shall take the initiative to inform the board of directors and the Secretary of the board of directors of the company when the following events occur, and cooperate with the company to fulfill the obligation of information disclosure.
(I) the shareholders or actual controllers who hold more than 5% of the shares of the company, the situation of holding shares or controlling the company has changed greatly, and the situation of the actual controllers of the company and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(II) the court ruled that the controlling shareholder is prohibited from transferring its shares, and more than 5% of the shares of the company held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law, or there is a risk of compulsory transfer of ownership;
(III) it plans to restructure the company’s major assets or business;
(IV) other circumstances prescribed by the CSRC.
Article 40 before the information that the company should disclose is disclosed according to law, if the relevant information has been disseminated in the media or there are abnormal transactions in the company’s securities and their derivatives, if the information involves shareholders or actual controllers, the shareholders or actual controllers shall make a written report to the company in a timely and accurate manner and cooperate with the company to make a timely and accurate announcement. Article 41 the company issues to specific objects
