Yingtong Telecommunication Co.Ltd(002861)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the information disclosure of Yingtong Telecommunication Co.Ltd(002861) (hereinafter referred to as "the company"), standardize the information disclosure of the company, ensure the true, accurate and complete disclosure of the company's 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 (hereinafter referred to as "the company law") This system is formulated in accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, the measures for the management of information disclosure of listed companies and other relevant laws, regulations and articles of association.
Article 2 "information disclosure" as mentioned in this system refers to the disclosure of major information required by the securities regulatory authorities that may have a great impact on the trading price or production and operation activities of the company's shares and their derivatives, which has not been known to investors, to the public in the prescribed media within the prescribed time and in the prescribed ways, And deliver relevant documents for future reference to the securities regulatory authority or the exchange.
Article 3 "information disclosure obligors" referred to in this system refer to the company and its directors, supervisors, senior managers, shareholders or holders of depositary receipts, actual controllers, purchasers and other subjects with changes in equity, relevant parties such as major asset restructuring, refinancing, major transactions and bankruptcy matters, and intermediaries and their related personnel who provide services for the above-mentioned subjects, And other subjects who bear relevant obligations for listing, information disclosure, suspension, resumption and delisting as stipulated by laws and regulations.
Article 4 the information disclosed by the company shall be true, accurate, complete and timely, and treat every shareholder equally. The information shall be publicly disclosed to all investors at the same time, and there shall be no 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.
The information voluntarily disclosed 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 5 the information disclosed 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 insider information according to law, insiders of insider information and those who illegally obtain insider 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.
If the company communicates with any unit or individual on the company's operation, financial status and other events in the form of performance briefing, analyst meeting, roadshow, acceptance of investor research, etc., it shall not provide insider information.
Article 6 the company's information disclosure documents mainly include prospectus, prospectus, listing announcement, acquisition report, periodic report, interim report and other documents required to be disclosed by laws and regulations.
Article 7 the information disclosed by the company according to law shall be published on the website of Shenzhen Stock Exchange and the media that meet the conditions stipulated by China Securities Regulatory Commission (hereinafter referred to as "CSRC"), and shall be kept at the company's domicile and Shenzhen stock exchange for public inspection.
The full text of the information disclosure documents shall be disclosed on the website of Shenzhen 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 Shenzhen Stock Exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
Article 8 information disclosure obligors shall not replace their reporting and announcement obligations in any form such as press release or answering reporters' questions, and shall not replace their interim reporting obligations in the form of regular reports. Article 9 when disclosing information, the company shall use factual descriptive language to explain the true situation of the event in a concise, clear, logical, plain and easy to understand manner, and shall not abuse the qualified media in the form of announcement to disclose the content of publicity, advertising, slander, compliment and other nature.
Article 10 the company's 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.
Article 11 the holding subsidiaries of the company shall abide by the provisions of this system.
Chapter II periodic reports
Article 12 the periodic reports that the company shall disclose include annual reports and interim reports. All information that has a significant impact on investors' investment decisions shall be disclosed.
Article 13 the financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law.
The financial and accounting report in the interim report may not be audited, but it shall be audited under any of the following circumstances: (I) it is planned to carry out cash dividends, distribute stock dividends and convert the accumulation fund into share capital based on the semi annual financial data;
(II) other circumstances that the CSRC or Shenzhen Stock Exchange believes should be audited.
Article 14 the annual report shall be disclosed within four months from the end of each fiscal year, the semi annual report shall be disclosed within two months from the end of the first half of each fiscal year, and the quarterly report shall be prepared and disclosed within one month after the end of the first three months and the first nine months of each fiscal year. The disclosure time of the quarterly report of the first quarter shall not be earlier than that of the annual report of the previous year.
Article 15 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 company.
The board of supervisors shall review the periodic reports prepared by the board of directors and put forward written review opinions, and the supervisors shall sign written confirmation opinions. 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 company.
If the company does not disclose, the 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 16 Where the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 17 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 performance express, which shall include the company's operating revenue, operating profit, total profit, net profit, net profit after deducting non recurring profits and losses, total assets Data and indicators such as net assets, earnings per share, net assets per share and return on net assets.
Article 18 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 19 the content, format and preparation rules of the annual report and interim report shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Chapter III interim report
Article 20 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 an interim report, explaining the cause, current status and possible impact of the event. The above-mentioned major events 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 listed 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;
（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 job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
（18） Other directors, supervisors and senior managers of the company other than the chairman or manager are unable to perform their duties normally for more than three months or are expected to do so for more than three months due to physical reasons, work arrangements and other reasons, or are subject to coercive measures taken by the competent authority due to suspected violations of laws and regulations and affect their performance of their duties;
（19） Other matters prescribed by the CSRC.
If the controlling shareholder or actual controller of the 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 the obligation of information disclosure.
If a company changes its name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact telephone number, it shall disclose them immediately.
Article 21 the company shall timely perform the obligation of information disclosure of major events at any of the following time points:
(I) when the board of directors or the board of supervisors makes a resolution;
(II) when signing the letter of intent or agreement (whether with or without conditions or time limit);
(III) when the company (including any director, supervisor or senior manager) is aware of the occurrence of major events; (IV) other circumstances in which major events occur.
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:
(I) the major matter is difficult to keep confidential;
(II) the major event has been disclosed or there are media reports and market rumors (hereinafter referred to as rumors); (III) abnormal fluctuations in the trading of the company's shares and their derivatives.
Article 22 after the company discloses a major event, if there is a progress or change in the disclosed major event that may have a great impact on the company's securities trading price, the progress or change and the possible impact shall be disclosed in time.
Article 23 Where the major events specified in Article 20 of the system occur in the holding subsidiary of the company, which 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.
Article 24 Where the acquisition, merger, division, issuance of shares, issuance of convertible corporate bonds, repurchase of shares and other acts of the company lead to significant changes in the total share capital, shareholders and actual controllers of the company, the company shall perform the obligation of reporting and announcement according to law and disclose the changes in equity.
Article 25 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.
The controlling shareholders, actual controllers and persons acting in concert of the company shall timely and accurately inform the listed company whether there is any planned equity transfer, asset reorganization or other major events, and cooperate with the company in information disclosure.
Article 26 Where the trading of the company's securities and their derivatives is recognized as abnormal trading by the CSRC or the stock exchange, the company shall timely understand the influencing factors causing the abnormal fluctuation of the trading of securities and their derivatives, and shall disclose the announcement of abnormal fluctuation of stock trading before the opening of the next trading day.
Chapter IV circumstances of deferred disclosure and exemption from disclosure
Article 27 Where the information to be disclosed by the company and relevant information disclosure obligors is recognized as state secrets according to law, and timely disclosure or performance of relevant obligations may endanger national security, damage the interests of the company or lead to violation of laws and regulations, they may be exempted from disclosure or performance of relevant obligations in accordance with the relevant provisions of Shenzhen Stock Exchange.
The information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets. Timely disclosure or performance of relevant obligations may lead to unfair competition, damage to the interests of the company or violation of the law
