Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Zhang Xiaoquan Inc(301055) (hereinafter referred to as the “company”) and ensure the authenticity, accuracy, integrity, timeliness and fairness of the information, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of information disclosure of listed companies This system is hereby formulated in accordance with relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the relevant provisions of Zhang Xiaoquan Inc(301055) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the following institutions and personnel:
(I) the board of directors and the board of supervisors of the company;
(II) directors, supervisors, Secretary of the board of directors and other senior managers of the company;
(III) all departments of the company, all holding subsidiaries (including direct and indirect holding), all branches, joint-stock companies and their main principals;
(IV) controlling shareholders, actual controllers and shareholders holding more than 5% of the shares of the company;
(V) other company departments and personnel responsible for information disclosure.
Article 3 the “information” referred to in this system mainly includes:
(I) regular reports publicly released by the company according to law, including annual reports, interim reports and quarterly reports;
(II) the company’s interim reports publicly released and in accordance with the law, including the announcement of the resolution of the general meeting of shareholders, the resolution of the board of directors, the resolution of the board of supervisors, the announcement of the acquisition or sale of assets, the announcement of related party transactions, and other major matters; And other matters deemed necessary to be disclosed by Shenzhen Stock Exchange;
(III) the prospectus published in the company’s issuance of new shares, the prospectus published in the allotment of shares, the announcement on the listing of shares and the announcement on the issuance of convertible bonds;
(IV) reports and requests for instructions and other documents submitted by the company to the CSRC and its dispatched offices, Shenzhen Stock Exchange or other relevant government departments that may have a significant impact on the company’s stock price.
Article 4 the Secretary of the board of directors is the specific executor of the company’s information disclosure and the designated contact with Shenzhen Stock Exchange to coordinate and organize the company’s information disclosure, including improving and perfecting the information disclosure system to ensure the company’s true, accurate, complete, timely and fair information disclosure.
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 direct responsible person. The board of directors is the organization responsible for the company’s information disclosure. As the management department of information disclosure, the securities investment department is responsible for collecting and sorting out the information to be disclosed by the Secretary of the board of directors.
Chapter II Basic Principles of information disclosure
Article 6 the company and relevant information disclosure obligors shall timely perform the obligation of information disclosure in accordance with the law. The information disclosed shall be true, accurate, complete, timely, fair, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions.
The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance. Unless otherwise provided by laws and administrative regulations.
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. 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.
Article 7 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 information disclosed.
If the directors, supervisors and senior managers of the company cannot guarantee the authenticity, accuracy and completeness of the contents of the announcement, they shall make a statement in the announcement and explain the reasons.
Article 8 in addition to the information required to be disclosed according to law, the company and relevant information disclosure obligors 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 and relevant information disclosure obligors 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 and relevant information disclosure obligors 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 voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 9 Where the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 10 the information disclosed by the company according to law shall be published on the website of Shenzhen Stock Exchange and the media meeting the conditions stipulated by the CSRC. It shall not replace the company’s reporting and announcement obligations in the form of press conference or answering reporters’ questions, and it shall not replace the interim reporting obligations in the form of regular report.
If the company and relevant information disclosure obligors think it is necessary, they can release the information to be disclosed through press conferences, media interviews, the company’s website, online self media and other means during non trading hours, but they shall disclose relevant announcements before the beginning of the next trading period.
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 and sentences of publicity, advertising, compliment or slander. Article 11 the person in charge of each department of the company is the person in charge of the information disclosure of the Department, and shall timely provide the information to be disclosed to the securities investment department in written form.
In case of any doubt about the disclosed information, the Secretary of the board of directors shall be consulted in time or the exchange shall be consulted through the Secretary of the board of directors.
Article 12 Where the company studies and decides on matters related to information disclosure, it shall notify the Secretary of the board of directors to participate in the decision meeting.
Article 13 the company’s external information disclosure or consultation shall be in the charge of the securities investment department and directly managed by the Secretary of the board of directors; Other departments shall not directly answer or deal with it.
In case of any major matter to be disclosed by the company, the department involved in the relevant matter shall timely report the matter to the securities investment department, which shall notify the board of directors of the company and fulfill the relevant information disclosure obligations.
Article 14 before the company discloses relevant information, any individual or department shall be responsible for the confidentiality of the information they have or know to be disclosed. Unless required by relevant government departments or the ruling of judicial departments, they shall not disclose relevant information to any other unit or individual unless they submit materials and explanations to the securities investment department while providing them to the above-mentioned institutions.
Chapter III disclosure of periodic reports
Article 15 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly reports.
All information that has a significant impact on investors’ value judgment and investment decision-making shall be disclosed. 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 annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim report shall be prepared and disclosed within two months from the end of the first half of each fiscal year, and the quarterly report shall be disclosed within one month after the end of the first three months and the first nine months of each fiscal year..
Article 16 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 and the shareholding of the top ten shareholders of the company at the end of the reporting period;
(IV) shareholders holding more than 5% of shares, controlling shareholders and actual controllers;
(V) appointment, shareholding change and annual remuneration of directors, supervisors and senior managers;
(VI) report of the board of directors;
(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 17 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 top ten shareholders of the company, and the changes of the 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 18 the contents of the periodic report shall be examined and approved by the board of directors of the company. Regular reports that have not been examined and approved by the board of directors shall not be disclosed.
Explain whether the preparation and deliberation 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.
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 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 19 in case of any of the following circumstances in the company’s expected annual operating performance or financial situation, a notice shall be made within one month from the end of the accounting year:
(I) the net profit is negative;
(II) turning losses into profits;
(III) achieve profits, and the net profit increases or decreases by more than 50% compared with the same period of last year;
(IV) the net profit before and after deducting non recurring profits and losses, whichever is lower, is negative, and the operating income after deducting business income irrelevant to the main business and income without commercial substance is less than 100 million yuan;
(V) the net assets at the end of the period are negative;
(VI) other circumstances recognized by Shenzhen Stock Exchange.
Article 20 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 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.
Article 22 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 23 the format and preparation rules of annual report, interim report and quarterly report shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Chapter IV disclosure of Interim Report
Article 24 when holding a meeting of the board of directors, the company shall submit the resolutions of the board of directors and other relevant materials to Shenzhen stock exchange for filing and announcement within two trading days after the meeting.
Article 25 when holding a meeting of the board of supervisors, the company shall submit the resolutions of the board of supervisors and other relevant materials to Shenzhen stock exchange for filing and announcement within two trading days after the meeting.
Article 26 the company shall, within the day after the conclusion of the general meeting of shareholders, submit the draft of the announcement of the resolution of the general meeting of shareholders, the resolution of the general meeting of shareholders, the legal opinion and other materials to Shenzhen stock exchange for filing and announcement.
Article 27 If the general meeting of shareholders is postponed or cancelled for some reason, the company shall issue a notice at least two working days before the originally scheduled date of the general meeting of shareholders, and the notice shall state the specific reasons for the postponement or cancellation. If it is an extension, the notice shall announce the date of the meeting after the extension.
Article 28 If an emergency occurs during the shareholders’ meeting and the meeting cannot be held normally, the company shall explain the reasons to Shenzhen Stock Exchange and make a public announcement.
Article 29 the interim report shall include but not limited to the following matters:
(I) announcement of resolutions of the board of directors;
(II) announcement of the resolution of the board of supervisors;
(III) Notice of convening the general meeting of shareholders or changing the date of convening the general meeting of shareholders;
(IV) announcement of resolutions of the general meeting of shareholders;
(V) statements, opinions and reports of independent directors;
(VI) transactions that should be disclosed, including but not limited to:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
3. Provide financial assistance (including entrusted loans);
4. Providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries); 5. Leased in or leased out assets;
6. Sign management contracts (including entrusted operation, entrusted operation, etc.);
7. Assets donated or received;
8. Reorganization of creditor’s rights or debts;
9. Transfer of research and development projects;
10. Sign the license agreement;
11. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
12. Other transactions recognized by Shenzhen Stock Exchange.
The following activities do not belong to the matters specified in Item (VI): purchase of raw materials, fuels and power related to daily operation（
