Wuhan Tianyu Information Industry Co.Ltd(300205)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”) and other information disclosure obligors, 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 Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the “Listing Rules”), the administrative measures for information disclosure of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of Wuhan Tianyu Information Industry Co.Ltd(300205) articles of association, and in combination with the actual situation of the company, Formulate this system.
Article 2 the “information” mentioned in this system refers to the information that has or may have a great impact on the trading price of the company’s shares and their derivatives or affect the decision-making of investors, as well as the information required to be disclosed by other relevant laws, administrative regulations, departmental rules and securities regulatory authorities. The term “disclosure” as mentioned in this system refers to the disclosure to the public within the specified time, on the specified media, according to the specified procedures and in the specified manner, and delivered to the securities regulatory authority.
Chapter II Basic Principles and general provisions of information disclosure
Article 3 basic principles of information disclosure:
(I) earnestly fulfill the responsibility of continuous information disclosure of the company and truthfully disclose information in strict accordance with relevant regulations; (II) 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 disclosed information;
(III) the company guarantees that all shareholders have equal access to the information disclosed by the company, and strives to create an economic and convenient way for investors to obtain information;
(IV) 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;
(V) the information disclosed by the company shall be easy to understand, and the fact descriptive language shall be used to explain the true situation of the event in a concise and easy to understand manner;
(VI) ensure that the publicly disclosed information is submitted to Shenzhen Stock Exchange within the specified time.
Article 4 when the company is unable to determine whether the relevant information must be disclosed, it shall seek the opinions of the securities regulatory department and decide on the time and method of disclosure after examination.
Article 5 the company appoints China Securities Journal and securities times as the designated newspapers for information disclosure, and the information publicly disclosed by the company shall be disclosed on the website designated by Shenzhen Stock Exchange at the same time.
The company shall not release information on the company’s website and other media before the designated newspapers and designated websites. The company shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, and shall not replace the temporary reporting obligations in the form of regular reports.
Article 6 the company shall submit the draft of the information disclosure announcement and relevant documents for future reference to the Beijing regulatory bureau of the CSRC, and keep them at the company’s domicile for public inspection.
Article 7 the company’s information disclosure documents shall be in Chinese.
Chapter III contents and standards of information disclosure
Article 8 the information that the company shall publicly disclose mainly includes:
(I) regular reports of the company, including annual reports, interim reports and quarterly reports;
(II) an interim report publicly released by the company according to law in case of major events that may have a great impact on the trading price or investment decision of the company’s securities and their derivatives;
(III) the company’s prospectus, prospectus and listing announcement, etc.
Article 9 the company’s information disclosure standards shall strictly comply with the provisions of the listing rules, the Wuhan Tianyu Information Industry Co.Ltd(300205) articles of association and other relevant laws and regulations.
Article 10 periodic reports
(I) the regular reports that the company should disclose include: annual report, interim report and quarterly report. 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.
(II) the 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 report of the first quarter of the year shall not be disclosed earlier than that of the previous quarter.
(III) 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.
(IV) 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.
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, express their opinions and disclose them.
(V) in case of any loss or substantial change in the expected operating performance, the company shall timely make a performance forecast in accordance with the relevant provisions of the regulatory authorities.
(VI) 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.
(VII) 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 11 interim report
(I) when a major event occurs that may have a great impact on the trading price of the company’s securities and their derivatives, and the investor has not been informed, the company shall immediately disclose the cause, current status and possible impact of the event.
The major events referred to in this paragraph include:
1. Major changes in the company’s business policy and business scope;
2. 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;
3. 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;
4. The company has major debts and fails to pay off the due major debts, or has large liability for compensation;
5. The company incurs major losses or losses;
6. Major changes in the external conditions of the company’s production and operation;
7. The directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
8. The situation of shareholders or actual controllers holding more than 5% of the shares of the company 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;
9. 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;
10. 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 company’s controlling shareholder, actual controller, directors, supervisors and senior managers are suspected of crime and taken compulsory measures according to law;
12. The company is liable for large amount of compensation;
13. The company accrues large asset impairment reserves;
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. The newly published laws, regulations, rules and industrial policies may have a significant impact on the company;
17. The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off or listing; 18. 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 forced transfer of ownership;
19. The main assets are sealed up, seized, frozen or mortgaged or pledged; Major bank accounts are frozen; 20. The listed company is expected to suffer losses or significant changes in its operating performance;
21. Major or all businesses come to a standstill;
22. 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;
23. Major independent changes in accounting policies and accounting estimates;
24. 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 information disclosed in the previous period;
25. The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violation of 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;
26. The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
27. Other circumstances prescribed by the CSRC.
If the controlling shareholder or actual controller of a listed company has a great impact on the occurrence and progress of a major event, it shall timely inform the listed company of the relevant information it knows in writing, and cooperate with the listed company to fulfill its obligation of information disclosure.
(II) the company shall timely perform the obligation of information disclosure of major events at any of the following time points:
1. When the board of directors or the board of supervisors forms a resolution on the major event;
2. When the parties concerned sign a letter of intent or agreement on the major event;
3. When the directors, supervisors or senior managers know the occurrence of the major event and report it.
(III) in case of any of the following circumstances before the time point specified in the preceding paragraph, the company shall timely disclose the current situation of relevant matters and risk factors that may affect the progress of the event:
1. The major event is difficult to keep confidential;
2. The major event has been leaked or there are rumors in the market;
3. Abnormal transactions of the company’s securities and their derivatives.
(IV) after the company discloses major events, if there is progress or change in the disclosed major events that may have a great impact on the trading price of the company’s securities and their derivatives, the progress or change and possible impact shall be disclosed in time.
(V) if the major events specified in paragraph 1 of this article occur in the holding subsidiary of the company and may have a great impact on the trading price of the company’s securities and their derivatives, the company shall perform the obligation of information disclosure. In case of any event that may have a great impact on the trading price of the company’s securities and their derivatives, the company shall perform the obligation of information disclosure.
(VI) if the company’s acquisition, merger, division, issuance of shares, repurchase of shares and other acts lead to significant changes in the company’s total share capital, shareholders and actual controllers, the company and relevant information disclosure obligors shall perform the obligation of reporting and announcement according to law and disclose the changes in equity.
(VII) if the trading of the company’s securities and their derivatives is recognized as abnormal trading by the CSRC or Shenzhen Stock Exchange, the company shall timely understand the influencing factors causing abnormal fluctuations in the trading of securities and their derivatives and disclose them in a timely manner.
(VIII) the company shall pay attention to the abnormal transactions of the company’s securities and their derivatives and the media reports on the company.
In case of abnormal trading of securities and their derivatives or news appearing in the media that may have a significant impact on the trading of the company’s securities and their derivatives, the company shall timely learn the real situation from relevant parties and make inquiries in writing if necessary.
(IX) when dismissing an accounting firm, the company shall timely notify the accounting firm after the resolution of the board of directors. When the general meeting of shareholders of the company votes on dismissing the accounting firm, the accounting firm shall be allowed to state its opinions. If the general meeting of shareholders makes a resolution to dismiss or replace the accounting firm, the company shall explain the specific reasons for the replacement and the statements and opinions of the accounting firm at the time of disclosure.
Article 12 prospectus, bond prospectus and listing announcement
(I) 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.
(II) 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.
(III) 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.
(IV) to apply for the listing of Securities for trading, a listing announcement shall be prepared in accordance with the provisions of the relevant stock exchange, and the announcement shall be made after being examined and approved by the relevant 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.
(V) the prospectus and listing announcement quote the professional opinions or reports of the sponsors and securities service institutions,
