Ningbo Jialian Technology Co., Ltd
Information disclosure management system
Chapter I General Provisions
Article 1 in order to strengthen the information management of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “the company”), ensure the authenticity, accuracy and timeliness of external information disclosure, and protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, 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”), the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”), the guidelines for the standard operation of companies listed on the gem of Shenzhen Stock Exchange, the measures for the administration of information disclosure of listed companies and other relevant laws and regulations This system is formulated in accordance with other normative documents and the relevant provisions of the articles of association of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 “information” as mentioned in this system refers to information that may have a great impact on the trading price or investment decision of the company’s shares and their derivatives. The “disclosure” mentioned in this system refers to the information announced by the company and relevant information disclosure obligors on qualified media in accordance with the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange. The “information obligation Discloser” mentioned in this system refers to the company and its directors, supervisors, senior managers, shareholders, actual controllers, purchasers, natural persons, units and related personnel such as parties involved in 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 3 this system is applicable to the company and the companies included in the scope of the company’s consolidated accounting statements. The company included in the scope of consolidated accounting statements mentioned in this system refers to the wholly-owned subsidiary invested and established by the company, the subsidiary with an equity ratio of more than 50% of the company and the joint-stock company with actual control power.
Article 4 information disclosure obligors shall timely perform their information disclosure obligations according to law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, and shall not have 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 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information. If they cannot ensure the authenticity, accuracy and integrity of the disclosed information, they shall make corresponding statements in the announcement and explain the reasons.
Article 6 information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 7 the information disclosed according to law shall be published on the website of Shenzhen Stock Exchange and the media meeting the conditions prescribed by the 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.
Information disclosure obligors shall not replace their reporting and announcement obligations in any form such as press release or answering reporters’ questions, or replace their interim reporting obligations in the form of regular reports.
Article 8 the company and relevant information obligation disclosers shall submit the information disclosure announcement manuscript and relevant documents for future reference to Ningbo securities regulatory bureau, and timely submit them to Shenzhen stock exchange through the online business zone of listed companies of Shenzhen Stock Exchange and other methods recognized by Shenzhen Stock Exchange.
Article 9 information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the information disclosure obligor shall ensure that the contents of the two versions are consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail. Chapter II Contents and standards of information disclosure
Section I periodic reports
Article 10 the periodic reports that the company shall disclose include annual reports, semi annual reports and quarterly reports. All information that has a significant impact on investors’ value judgments and investment decisions shall be disclosed.
The financial and accounting reports in the annual report shall be audited by an accounting firm in accordance with the provisions of the securities law.
Article 11 the company shall prepare and disclose periodic reports in accordance with the provisions of the CSRC 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 the first nine months of each fiscal year.
The disclosure time of the company’s first quarterly report shall not be earlier than that of the annual report of 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 12 the company shall agree with Shenzhen Stock Exchange on the disclosure time of periodic reports, and Shenzhen Stock Exchange shall make an overall arrangement for the disclosure sequence of periodic reports of each company according to the principle of balanced disclosure. 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 13 the board of directors of the company shall ensure the timely disclosure of the company’s periodic reports. If the resolution of the board of directors on the periodic reports cannot be formed for some reason, the relevant matters shall be disclosed in the form of announcement of the board of directors, the specific reasons and existing risks for the failure to form the resolution of the board of directors shall be explained, and the opinions of independent directors shall be disclosed.
The company shall not disclose periodic reports that have not been examined and approved by the board of directors.
Article 14 the annual report shall include the following contents:
(i) Basic information of the company;
（2） Main accounting data and financial indicators;
（3） The issuance and changes of the company’s shares and bonds, the total amount of shares and bonds, the total number of shareholders at the end of the reporting period, and the shareholding of the top ten shareholders of the company;
（4） Shareholders holding more than 5%, controlling shareholders and actual controllers;
（5） The employment, shareholding changes and annual remuneration of directors, supervisors and senior managers;
（6） Report of the board of directors;
（7） Management discussion and analysis;
（8） Major events during the reporting period and their impact on the company;
（9） Full text of financial accounting report and audit report;
（10） Other matters prescribed by the CSRC.
Article 15 the interim report shall include the following contents:
(i) Basic information of the company;
（2） Main accounting data and financial indicators;
（3） 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;
（4） Management discussion and analysis;
（5） Major litigation, arbitration and other major events during the reporting period and their impact on the company;
（6） Financial accounting report;
（7） Other matters prescribed by the CSRC.
Article 16 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the periodic reports; The board of supervisors shall review the periodic reports prepared by the board of directors and put forward written review opinions, indicating whether the preparation and review procedures of the periodic reports by the board of directors comply with laws and regulations, the provisions of the CSRC and Shenzhen Stock Exchange, and whether the contents of the reports truly, accurately and completely reflect the actual situation of the company.
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 their written 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.
Article 17 the directors, supervisors and senior managers of the company shall not refuse to sign written opinions on the company’s periodic reports for any reason, which will affect the timely disclosure of the periodic reports.
Article 18 the financial and accounting reports in the company’s annual report must be audited by an accounting firm in accordance with the provisions of the securities law.
The financial and accounting reports in the company’s semi annual report may not be audited, but under any of the following circumstances, the company shall hire an accounting firm to audit:
(i) It is planned 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 19 Where the company’s financial and accounting reports are issued with non-standard audit opinions by certified public accountants, 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 audit opinions and matters involved (hereinafter referred to as the “rules for the preparation and reporting of No. 14”) of the CSRC, The following documents shall be submitted to the bourse at the same time of submitting the periodic report:
(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 20 if the company has any non-standard audit opinion mentioned in this system, which belongs to obvious violation of the accounting standards for business enterprises and relevant information disclosure provisions, the company shall correct the relevant matters, and timely disclose the corrected financial and accounting materials, audit reports or special assurance reports issued by accountants and other relevant materials. Article 21 if the financial and accounting report of the company in the latest fiscal year is denied or unable to express an opinion by the certified public accountant, it shall explain whether the circumstances leading to the denial or inability to express an opinion have been eliminated in the first semi annual report and the third quarterly report disclosed later.
Article 22 Where the company expects a loss or significant change in its operating performance, it shall make a performance forecast in time.
Article 23 in case of performance disclosure 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 relevant financial data of the reporting period.
Article 24 the format and preparation rules of the annual report and interim report shall be formulated by the CSRC and the Shenzhen Stock Exchange.
Section II interim report
Article 25 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 it, explaining the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include:
(i) Major events specified in paragraph 2 of Article 80 of the securities law;
（2） The company has large liability for compensation;
（3） The company withdraws large asset impairment reserves;
（4） The shareholders’ equity of the company is negative;
（5） 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;
（6） Newly promulgated laws, administrative regulations, rules and industrial policies may have a significant impact on the company; （7） The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off and listing or listing;
（8） 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;
（9） Major assets are sealed up, seized or frozen; Major bank accounts are frozen;
（10） Loss or substantial change in the company’s expected operating performance;
（11） Major or all businesses come to a standstill;
（12） Obtain additional income that has a significant impact on the current profits and losses, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
（13） Appoint or dismiss an accounting firm as the auditor of the company;
（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 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;
（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 and work arrangements, or are subject to coercive measures taken by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
