Shenzhen Yitoa Intelligent Control Co.Ltd(300131)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) (hereinafter referred to as “the company”) and other relevant information disclosure obligors, promote the standardized operation of the company according to law, and safeguard the legitimate rights and interests of the company and investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is formulated in accordance with the relevant provisions of the measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs, and the articles of association.
Article 2 the term “information disclosure” as mentioned in this system refers to the timely and fair release of relevant information on the website of Shenzhen Stock Exchange and the media meeting the conditions specified by the CSRC in accordance with the provisions of laws, regulations and normative documents when there is or will be information or matters that may or have a great impact on the trading price or investment decision of the company’s shares and their derivatives (hereinafter referred to as major information).
Article 3 the system is binding on the shareholders, all directors, supervisors, senior managers, departments and subsidiaries of the company.
Chapter II Basic Principles of information disclosure
Article 4 the company and other information disclosure obligors shall timely perform the obligation of information disclosure in accordance with the law. The information disclosed shall be true, accurate, complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions.
Information disclosure 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 that the information disclosed is true, accurate and complete, and the information disclosure is timely and fair.
Article 6 if the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 7 in addition to the information that needs to be disclosed according to law, the information disclosure obligor may voluntarily disclose the information related to the value judgment and investment decision made by the investor, but it shall not conflict with the information disclosed according to law or mislead the investor. If the disclosed information changes significantly and may affect the investment decision, the progress announcement shall be disclosed in time until the matter is completely completed.
The information voluntarily disclosed by the information disclosure obligor 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.
Where the company and relevant information disclosure obligors disclose information in accordance with the provisions of the preceding paragraph, they shall disclose information in accordance with the same standard in case of similar events.
Article 8 Where a company plans a major event that lasts for a long time, it shall disclose the progress in stages and prompt the relevant risks in time, and shall not refuse to disclose it only on the grounds that the result of the relevant event is uncertain.
If the disclosed matters have changed significantly, which may have a great impact on the trading price or investment decision of the company’s shares and their derivatives, the company shall disclose the progress announcement in time.
Article 9 information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 10 the company shall perform the obligation of disclosure in time after the major matters involved first touch any of the following time points:
(I) when the board of directors and the board of supervisors make 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) knows or should know the occurrence of major events;
(IV) when the matters in the planning stage are difficult to keep secret, divulge, and cause abnormal fluctuations in the trading of the company’s shares and their derivatives.
Article 11 the information disclosed according to law shall be published on the website of the stock exchange and the media meeting the conditions prescribed by the CSRC, and shall be kept at the company’s domicile and the stock exchange for the public to consult.
Article 12 the full text of information disclosure documents shall be disclosed on the website of the 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 the stock exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC. Information disclosure obligors shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, and shall not replace the interim reporting obligations that should be performed in the form of regular reports.
Article 13 the information to be disclosed by the company and relevant information disclosure obligors belongs to state secrets, trade secrets and other situations. If the disclosure may lead to violation of domestic and foreign laws and regulations, improper competition, damage to the interests of the company and investors or mislead investors, it may be exempted from disclosure.
Article 14 Where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by Shenzhen Stock Exchange, timely disclosure may damage the interests of the company or mislead investors, and meets the following conditions, the company may apply to Shenzhen stock exchange for suspension of disclosure, stating the reasons and time limit for suspension of disclosure:
(I) the information to be disclosed is not disclosed;
(II) the insider of the relevant inside information has made a written commitment to confidentiality;
(III) the trading price of the company’s shares and their derivatives has not fluctuated significantly.
After being registered by the Secretary of the board of directors and confirmed by the chairman of the company, the company and relevant information disclosure obligors may suspend or exempt the disclosure of relevant information.
Article 15 the information disclosure obligor shall submit the draft of the information disclosure announcement and relevant documents for future reference to the securities regulatory bureau of the place where the company is registered.
Article 16 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 III contents of information disclosure
Section I periodic report
Article 17 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly reports. The company shall prepare periodic reports in accordance with the format and preparation rules formulated by the CSRC and Shenzhen Stock Exchange.
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. Article 18 annual report the company shall disclose the annual report 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 quarter report shall not be earlier than the disclosure time of the annual report of the previous year.
Article 19 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 20 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 21 the contents of the periodic report shall be reviewed and approved by the board of directors of the company. If the resolution of the board of directors on the periodic report 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. Regular reports that have not been examined and approved by the board of directors shall not be disclosed.
Whether the preparation and review procedures comply with laws, administrative regulations, the provisions of the CSRC and Shenzhen Stock Exchange, and whether the contents of the report 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. 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, the provisions of the CSRC and Shenzhen Stock Exchange, and whether the contents of the report can truly, accurately and completely reflect the actual situation of the 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 22 the company shall make a notice within one month from the end of the fiscal year in case of any of the following circumstances in the expected annual operating performance or financial situation:
(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 23 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 24 Where a non-standard audit opinion is issued in 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.
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 changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding shares or controlling the company has changed greatly, and the situation of the company’s actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(IX) the company’s plans to distribute dividends and increase capital, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down; (x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（11） The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） The company is liable for large amount of compensation;
（13） The company makes provision for impairment of large assets;
（14） The shareholders’ equity of the company is negative;
（15） 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;
（16） The newly published laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
（17） The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off and listing or listing;
