Securities code: Changchun High And New Technology Industries (Group) Inc(000661) securities abbreviation: Changchun High And New Technology Industries (Group) Inc(000661) Announcement No.: 2022019 Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
Information disclosure management system
(reviewed and approved by the 10th meeting of the 10th board of directors of the company)
Chapter I General Provisions
Article 1 in order to strengthen the information disclosure management of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. (hereinafter referred to as “the company”), ensure the correct performance of the obligation of information disclosure and protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, according to the company law, the securities law and the stock listing rules of the stock exchange This system is formulated in combination with the actual situation of the company, in accordance with the provisions of regulations and rules such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
Article 2 “information disclosure” as mentioned in this system refers to the information that should be disclosed as stipulated in the stock listing rules and the measures for the administration of information disclosure of listed companies, and the information that the stock exchange or the board of directors of the company believes may have a significant impact on the stock price of the company, which shall be announced to the public in the prescribed manner within the prescribed time and on the prescribed media, And delivered to the securities regulatory authority. Article 3 the term “information disclosure obligors” as mentioned in this system refers to the company and its directors, supervisors, senior managers, shareholders, actual controllers, purchasers, natural persons, units and related personnel related to major asset restructuring, refinancing and major transactions, bankruptcy administrators and their members, as well as laws Other subjects undertaking the obligation of information disclosure as stipulated by administrative regulations and the CSRC.
Article 4 information disclosure obligors shall timely perform their obligations of information disclosure in accordance with the law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, without 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. However, unless otherwise provided by laws and administrative regulations.
Before the disclosure of inside information according to law, insiders of inside information and those who illegally obtain inside 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.
Article 5 information disclosure documents mainly include prospectus, prospectus, listing announcement, acquisition report, regular report and interim report, etc.
Article 6 basic principles of information disclosure:
(I) principle of fairness. Treat all investors equally, ensure that all investors have the same right to know, obtain the same information under the same conditions, do not make selective information disclosure, and do not privately disclose, disclose or disclose to specific objects in advance.
(II) principle of truth. The information disclosed by the information disclosure obligor shall be based on objective facts or judgments and opinions with factual basis, use factual descriptive language, be accurate in writing, do not make false records and false statements, and truly reflect the actual situation.
(III) accuracy principle. The information disclosed by the information disclosure obligor shall use clear and appropriate language, concise and easy to understand words, highlight the essence of the event, and shall not contain any words and sentences of publicity, advertising, compliment or exaggeration, and shall not contain misleading statements.
(IV) integrity principle. It shall ensure that the contents of the information to be disclosed are complete, the documents are complete, the format meets the specified requirements, and there is no major omission.
(V) principle of sufficiency. In addition to the disclosure of statutory information, the company should take the initiative to disclose other relevant information concerned by investors, and do not intentionally choose the time point of disclosure to strengthen or dilute the effect of information disclosure, resulting in actual unfairness.
(VI) principle of timeliness. It refers to submitting the announcement manuscript and relevant documents for future reference to the stock exchange from the starting date or within two trading days when the disclosure time point of this system is reached.
Article 7 the information disclosure shall be in accordance with the prescribed requirements and forms. The information disclosed by the company can also be published in other public media and websites, but the publication time shall not be earlier than the designated newspapers and websites, and shall not replace the reporting and announcement obligations in any form such as press conference or answering reporters’ questions, and shall not replace the interim reporting obligations in the form of regular report.
Article 8 where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by the stock exchange, timely disclosure may harm the interests of the company or mislead investors, and meets the following conditions, an application for suspension of disclosure may be submitted to the stock exchange, stating the reasons and time limit for suspension of disclosure:
(I) the information to be disclosed is not disclosed;
(II) relevant insiders have made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the company’s stock trading.
With the consent of the stock exchange, the company may suspend the disclosure of relevant information. Generally, the period of suspension of disclosure shall not exceed 2 months.
Article 9 Where the company applies for the suspension of disclosure without the consent of the stock exchange, the reason for the suspension of disclosure has been eliminated or the period for the suspension of disclosure expires, the company shall disclose it in time.
Article 10 if the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by the stock exchange, and the disclosure or performance of relevant obligations may lead to its violation of relevant state confidentiality laws and administrative regulations or damage the interests of the company, the company may apply to the stock exchange for exemption from disclosure or performance of relevant obligations.
Article 11 the company shall truthfully reply to the inquiries of stock exchanges and regulatory authorities within 2 working days, and shall not fail to perform the obligations of reporting, announcement and reply to inquiries on the grounds of uncertainty or confidentiality of relevant matters.
Article 12 If the company’s shares are recognized as abnormal trading by the regulatory authorities or the stock exchange, the company shall timely understand the influencing factors causing the abnormal fluctuation of the company and make a timely announcement.
Article 13 If any error, omission or misleading is found in the information disclosed by the company or the information about the company reported or reproduced in the media, a correction announcement, supplementary announcement or clarification announcement shall be issued in time.
Article 14 relevant information disclosure documents shall be submitted to the stock exchange and disclosed in time in accordance with the relevant provisions of the announcement issued by the stock exchange. At the same time, the manuscript of the information disclosure announcement and relevant documents shall be submitted to Jilin securities regulatory bureau and placed at the company’s residence for public inspection.
Article 15 if the information registered and approved to be disclosed by the stock exchange fails to be disclosed on the set date due to special reasons, it shall be reported to the stock exchange in time before the set disclosure date. Article 16 the text of information disclosure shall be in Chinese to ensure the consistency between written documents and electronic documents; The documents disclosed on the designated website are completely consistent with the contents submitted to the stock exchange.
Article 17 the company shall provide necessary communication equipment, computers and other office equipment according to the needs of information disclosure. The office of the board of directors shall be responsible for the use and management, and ensure the smooth contact of external consultation telephone and fax.
Chapter II information to be disclosed
Section 1 prospectus, prospectus and listing announcement
Article 18 after the application for public offering of securities is approved by the CSRC, the company shall announce the prospectus before the issuance of securities.
Article 19 after the securities issuance application is approved by the CSRC and before the end of the issuance, if the prospectus is approved to be amended, a corresponding supplementary announcement shall be made.
Article 20 when applying for securities listing and trading, a company shall publish a listing announcement.
Article 21 the prospectus of a listed company shall be prepared in accordance with the provisions of the CSRC and shall be stamped with the official seal of the stock exchange.
Article 22 Where the professional opinions or reports of the sponsors and securities service institutions are quoted in the prospectus and listing announcement, the relevant contents shall be consistent with the contents of the documents issued by the sponsors and securities service institutions, so as to ensure that the opinions of the sponsors and securities service institutions are not misleading. Article 23 the provisions of Articles 18 to 22 of the system relating to the prospectus shall apply to the prospectus of corporate bonds.
Article 24 after the non-public issuance of new shares, the company shall disclose the issuance report according to law. When the company issues non-public shares, the controlling shareholders, actual controllers and issuing objects of the company shall timely provide relevant information to the Secretary of the board of directors of the company and cooperate with the company to fulfill the obligation of information disclosure.
Section II periodic report
Article 25 the periodic reports to be disclosed by the company include annual reports, interim reports and quarterly reports.
Article 26 the contents of the annual report shall comply with the standards for the contents and forms of information disclosure by companies that offer securities to the public No. 2 “contents and forms of annual report” and the notice requirements of the CSRC and the stock exchange on the annual report.
Article 27 the annual report shall be prepared and disclosed within 4 months from the end of each fiscal year.
Article 28 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.
Article 29 the contents of the interim report shall comply with the standards for the contents and forms of information disclosure by companies that offer securities to the public No. 3 “contents and forms of semi annual report” and the notice requirements of the CSRC and the stock exchange on semi annual report.
Article 30 the interim report shall be prepared and disclosed within 2 months from the end of the first half of each fiscal year.
Article 31 the financial report in the interim report of the company may not be audited, but it shall be audited under any of the following circumstances:
(I) it is planned to make profit distribution (except cash dividends) in the second half of the year, and the provident fund is converted to share capital or make up for losses;
(II) other circumstances that the CSRC or the stock exchange believes should be audited. Article 32 the contents of the quarterly report shall comply with the rules for the preparation of information disclosure of companies offering securities to the public No. 13 “contents and forms of quarterly report” and the notice requirements of the CSRC and the stock exchange on the quarterly report.
Article 33 the quarterly report shall be prepared and disclosed within one month after the end of the third and ninth months of each fiscal year. The disclosure time of the first quarter report shall not be earlier than that of the previous annual report.
The financial report in the quarterly report of the company may not be audited, unless otherwise stipulated by the CSRC or the stock exchange.
Article 34 The board of directors of the company shall pay close attention to the occurrence or possible occurrence of events that have a significant impact on the company’s operating results and financial status, and timely predict the operating performance and financial status of the company’s semi annual report and annual report.
If the company’s annual operating performance and financial status are expected to be under any of the following circumstances, it shall make a timely notice (hereinafter collectively referred to as “performance notice”):
(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) the first fiscal year after the delisting risk warning is implemented for the company’s stock trading due to the circumstances specified in paragraph 1 of article 9.3.1 of the stock listing rules of the stock exchange;
(VII) other circumstances recognized by the CSRC and the stock exchange.
If the company expects that one of the situations (I) to (III) of item 2 above will occur in the semi annual operating performance, it shall make a timely notice.
The company shall disclose the performance forecast of the periodic report no later than:
(I) the performance forecast of the annual report shall not be later than January 31 of the next year of the reporting period;
(II) the performance forecast of the semi annual report shall not be later than July 15 of the current year of the reporting period.
The company may voluntarily disclose the performance forecast of the first quarter and the first three quarters, and the contents of the announcement shall be prepared with reference to the relevant regulatory guidelines of the stock exchange.
Article 35 If the performance is leaked in advance before the disclosure of the periodic report, or the trading of the company’s shares and their derivatives fluctuates abnormally due to performance rumors, the company shall timely disclose the performance express including the relevant financial data of the reporting period in accordance with the relevant provisions of the stock listing rules.
Article 36 the company shall agree with the stock exchange on the specific disclosure date of the periodic report, and handle the disclosure of the periodic report according to the time arranged by the stock exchange. If it is necessary to change the disclosure time for some reason, it shall submit a written application to the stock exchange five trading days in advance, state the reasons for the change, and specify the disclosure time after the change; If the application time is less than five trading days from the original disclosure time, after being approved by the stock exchange, it shall also announce the reasons, solutions and the deadline for delayed disclosure.
Section III self evaluation report on internal control of the company
Article 37 the company shall prepare the company’s internal control self-evaluation report in accordance with the format and requirements of the guidelines for the standardized operation of listed companies issued by the stock exchange.
Article 38 the company shall submit the self-evaluation report on internal control of the company and the evaluation opinions of Certified Public Accountants together with the annual report to the stock exchange for disclosure.
Article 39 the company’s internal control self-evaluation report shall at least include the following contents:
(I) statement of the board of directors on the authenticity of the internal control report;
(II) overall situation of internal control evaluation;
(III) basis, scope, procedures and methods of internal control evaluation;
(IV) internal control defects and their identification;
(V) rectification of internal control defects of the previous year;
(VI) proposed rectification measures for internal control defects this year;
(VII) conclusion on the effectiveness of internal control.
Article 40 when conducting annual audit on the company, the accounting firm hired by the company shall issue evaluation opinions on the internal control of the company’s financial report with reference to the provisions of relevant competent departments.
Section IV Corporate Social Responsibility Report
Article 41 the company shall prepare the corporate social responsibility report in accordance with the format and requirements of the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which shall be disclosed together with the annual report.
Article 42 the social responsibility report shall at least include:
(I) construction and implementation of social responsibility system on employee protection, environmental pollution, commodity quality, community relations, etc;
(II) whether the performance of social responsibility is consistent with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – main board
