Hangzhou Anysoft Information Technology Co.Ltd(300571)
Administrative measures for information disclosure
Chapter I General Provisions
Article 1 in order to strengthen the management of Hangzhou Anysoft Information Technology Co.Ltd(300571) (hereinafter referred to as “the company”), standardize the company’s information disclosure, ensure the company’s true, accurate and complete disclosure of information, and safeguard the legitimate rights and interests of the company’s shareholders, especially the public shareholders, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China These administrative measures are hereby formulated in accordance with the provisions of relevant laws, regulations and the articles of association, such as the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “GEM Listing Rules”).
Article 2 the information to be disclosed as mentioned in these Administrative Measures refers to all information or matters that may have a great impact on the trading price or investment decision of the company’s shares and their derivatives.
Article 3 the company shall, in accordance with the requirements of the GEM Listing Rules and other relevant laws, regulations and normative documents, publish the information to be disclosed to the public through the specified media within the specified time and in the specified manner, and copy the information disclosure documents to the dispatched office of the CSRC and the Shenzhen Stock Exchange in accordance with the relevant provisions. Article 4 the chairman of the company is the first responsible person for the management of information disclosure, and the Secretary of the board of directors is the direct responsible person for the management of information disclosure.
Article 5 the holding subsidiaries of the company shall abide by the provisions of the management measures.
Chapter II Basic Principles and general provisions of information disclosure
Article 6 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in accordance with laws, regulations, departmental rules, GEM Listing Rules, measures and notices issued by Shenzhen Stock Exchange and other relevant provisions.
Article 7 the company shall timely and fairly disclose all information or matters that may have a great impact on the trading price or investment decision of the company’s shares and their derivatives, and submit the announcement and relevant documents for future reference to Shenzhen Stock Exchange within the first time.
Article 8 all directors, supervisors and senior managers of the company shall ensure that the information disclosed is true, accurate, complete, timely and fair, and there are no false records, misleading statements or major omissions.
The company shall specify the aforesaid guarantee in a prominent position of the announcement. If a director, supervisor or senior manager cannot guarantee that the contents of the announcement are true, accurate and complete, he shall make a corresponding statement in the announcement and explain the reasons.
Article 9 if the events occurred or related to the company fail to meet the disclosure standards specified in these administrative measures, or there are no specific provisions in these administrative measures, but Shenzhen Stock Exchange or the board of directors of the company believe that the event may have a great impact on the trading price of the company’s shares and their derivatives, the company shall timely disclose relevant information in accordance with the provisions of these administrative measures.
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 shall not conflict with the information disclosed according to law or mislead investors.
The information voluntarily disclosed by the company 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 company 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 10 before information disclosure, the directors, supervisors, senior managers and other insiders of the company shall keep the insiders of the information to a minimum, shall not disclose the company’s insider information, shall not engage in insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Article 11 the company shall clarify the scope of responsibility and confidentiality responsibilities of information disclosure within the company (including holding subsidiaries) and relevant personnel, so as to ensure that the company’s information disclosure meets the requirements of these administrative measures, GEM Listing Rules and other laws, regulations and / or normative documents.
Article 12 the company shall pay attention to the reports of the public media (including the main websites) on the company and the trading of the company’s shares and their derivatives, timely understand the real situation from the relevant parties, truthfully respond to the inquiries raised by Shenzhen Stock Exchange on the above matters within the specified time limit, and timely, truthfully and in accordance with the GEM Listing Rules and these administrative measures Make accurate and complete announcements on relevant situations, and shall not fail to perform the obligations of reporting, announcing and replying to inquiries of Shenzhen Stock Exchange on the grounds of uncertainty or confidentiality of relevant matters.
Article 13 the forms of information disclosure of the company include regular reports and interim reports.
Before disclosing information, the company shall submit regular reports or interim reports and relevant documents for future reference in accordance with the requirements of Shenzhen Stock Exchange.
Article 14 when disclosing information, the company shall use factual descriptive language to ensure that the content is concise and easy to understand, highlight the essence of the event, and shall not contain any words of publicity, advertising, compliment or exaggeration.
Article 15 in case of any error, omission or misleading in the periodic report or interim report disclosed by the company, the company shall explain and announce it in accordance with the requirements of Shenzhen Stock Exchange.
Article 16 after the company’s regular reports and interim reports are registered in Shenzhen Stock Exchange, they shall be posted on the media and cninfo website designated by CSRC http://www.cn.info.com..cn. Disclosure on.
If the company fails to disclose according to the set date, it shall report to Shenzhen Stock Exchange before 9 a.m. of the set disclosure date.
The company shall ensure that the documents disclosed on the designated media are completely consistent with the contents registered in Shenzhen Stock Exchange. The information disclosed by the company in other public media shall not precede the designated media, and shall not replace the company’s announcement in other forms such as press release or answering reporters’ questions.
Article 17 the company shall keep the information disclosure documents such as periodic reports and interim reports at the company’s domicile for public inspection at the same time as the announcement.
Article 18 the company shall be equipped with necessary communication equipment for information disclosure and ensure the smooth flow of external consultation telephone. The company shall set up a special column on investor relations on the company’s website, hold regular meetings with investors, timely respond to the concerns of public investors, and enhance investors’ understanding of the company.
Article 19 Where the information to be disclosed by the company is uncertain and belongs to temporary trade secrets, timely disclosure may damage the interests of the company or mislead investors, and the insiders of the relevant insider information have made a written commitment to confidentiality, the company may suspend the disclosure in accordance with the relevant provisions of Shenzhen Stock exchange.
The company and relevant information disclosure obligors shall prudently 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 is indeed difficult to keep confidential, has been leaked or there are market rumors, resulting in significant fluctuations in the trading price of the company’s shares and their derivatives, the company shall immediately disclose the planning and progress of relevant matters.
Article 20 Where the information to be disclosed by the company belongs to state secrets, trade secrets and other circumstances, and the disclosure or performance of relevant obligations in accordance with the GEM Listing Rules or these administrative measures may lead to the company’s violation of domestic and foreign laws and regulations, improper competition, damage to the interests of the company and investors or mislead investors, the disclosure may be exempted in accordance with the provisions of Shenzhen Stock Exchange.
Article 21 the company’s information disclosure shall reflect the principles of openness, fairness and fairness to all shareholders. Chapter III contents of information disclosure
Section 1 issuance and listing of new shares and convertible corporate bonds
Article 22 the company shall, in accordance with the relevant provisions of the CSRC, prepare and timely disclose the relevant announcements involving the issuance of new shares and convertible corporate bonds.
Article 23 when applying for the listing of new shares and convertible corporate bonds, a company shall prepare a listing announcement in accordance with relevant regulations; When applying for the listing of new shares, a report on changes in shares shall also be prepared.
Article 24 after the Shenzhen Stock Exchange has approved its application for listing new shares and convertible corporate bonds, the company shall disclose the following documents on the designated media within five trading days before the listing of new shares and convertible corporate bonds:
(i) Listing announcement;
（2） Share change report (applicable to IPO);
（3） Other documents and matters required by Shenzhen Stock Exchange.
Article 25 when applying for the listing and circulation of shares allotted to securities investment funds, legal persons and strategic investors, the company shall submit the following documents to Shenzhen Stock Exchange:
(i) Application for listing and circulation;
（2） Announcement of placement results;
（3） The custody certificate of the placing shares;
（4） Description of shares allotted to securities investment funds, legal persons and strategic investors;
（5） Suggestive announcement of listing and circulation;
（6） Other documents required by Shenzhen Stock Exchange.
Article 26 with the consent of Shenzhen Stock Exchange, the company shall disclose the circulation suggestive announcement within three trading days before the rationed shares are listed and circulated. The indicative announcement of listing and circulation shall include the following contents: (I) the listing and circulation time of the allotted shares;
（2） The number of shares allotted for listing and circulation;
（3） The issue price of the placing shares;
（4） Previous share changes of the company.
Section II periodic reports
Article 27 the periodic reports disclosed by the company include annual reports, semi annual reports and quarterly reports. The company shall prepare and disclose periodic reports within the time limit prescribed by laws, regulations, departmental rules and the listing rules. The annual report shall be prepared and disclosed within four months from the end of each fiscal year, the semi annual 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 first three months and nine months of each fiscal year. The disclosure time of the company’s quarterly report in the first quarter shall not be earlier than that of the company’s annual report in 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 Shenzhen Stock Exchange in time, and announce the reasons, solutions and deadline for delayed disclosure.
Article 28 the company shall agree with Shenzhen Stock Exchange on the disclosure time of periodic reports.
The company shall handle the disclosure of periodic reports at the time arranged by Shenzhen Stock Exchange. If it is necessary to change the disclosure time for any reason, it shall submit a written application to Shenzhen Stock Exchange five trading days in advance, state the reasons for the change, and specify the disclosure time after the change.
Article 29 the company shall prepare and disclose periodic reports in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. The full text and abstract of the annual report, semi annual report and quarterly report shall be disclosed on the relevant designated media in accordance with the requirements of Shenzhen Stock Exchange.
Article 30 the financial and accounting reports in the company’s annual report must be audited by an accounting firm qualified to perform securities and futures related businesses. The financial and accounting reports in the company’s semi annual report may not be audited, but the company shall audit under any of the following circumstances:
(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;
（2） 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 Shenzhen Stock Exchange.
Article 31 the company shall timely submit the periodic report to Shenzhen Stock Exchange after being reviewed by the board of directors, and submit the following documents:
(i) Full text and summary of annual report, semi annual report and full text and text of quarterly report; （2） Original audit report (if applicable);
（3） Resolutions of the board of directors and the board of supervisors and their announcements;
（4） Electronic documents containing periodic reports and financial data prepared according to the requirements of Shenzhen Stock Exchange; （5） Special opinions issued by the audit committee after inspection and evaluation of the company’s internal control system; （6） Other documents required by Shenzhen Stock Exchange.
Article 32 in case of performance leakage before the disclosure of the periodic report, or abnormal fluctuations in the trading of the company’s shares and their derivatives due to performance rumors, the company shall timely disclose the performance express, including the relevant financial data of the current period. When disclosing the performance express, the company shall submit the following documents to Shenzhen Stock Exchange:
(i) Announcement documents;
（2） Comparative balance sheet and income statement signed and sealed by the current legal representative, person in charge of accounting, chief accountant (if any) and person in charge of accounting organization (Accounting Supervisor); （3） Other documents required by Shenzhen Stock Exchange.
Article 33 Where a certified public accountant issues a non-standard audit opinion on the company’s financial and accounting report, it shall be in accordance with the provisions of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 14 – handling of non-standard unqualified audit opinions and matters involved (hereinafter referred to as the rules for the preparation and reporting of No. 14) of the CSRC, While submitting the periodic report, the company shall submit the following documents to Shenzhen Stock Exchange:
(i) The special statement issued by the board of directors on the matters involved in the audit opinion meeting the requirements of the No. 14 reporting rules, the resolution of the board of directors considering the special statement and the materials on which the resolution is based;
（2） Opinions of independent directors on matters involved in audit opinions;
（3） Opinions of the board of supervisors on relevant explanations of the board of directors and relevant resolutions;
（4） A special statement issued by the accounting firm responsible for the audit and the certified public accountant that meets the requirements of the No. 14 reporting rules;
（5） Other documents required by CSRC and Shenzhen Stock Exchange.
Article 34 Where the matters involved in the non-standard unqualified audit opinions mentioned in the preceding article do not belong to obvious violation of the accounting standards, management measures and relevant normative provisions on information disclosure, the board of directors of the company shall, in accordance with the provisions of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 14 – handling of non-standard unqualified audit opinions and matters involved, The matters involved in the audit opinion shall be described in detail in the corresponding periodic report.
Article 35 the matters involved in the non-standard unqualified audit opinion mentioned in Article 33 of these measures belong to obvious violations
