Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Administrative measures for information disclosure
Chapter I General Provisions
Article 1 in order to strengthen the information management of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) (hereinafter referred to as “the company” or “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”) 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 measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”) and other relevant laws and regulations, other normative documents and the relevant provisions of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) articles of Association (hereinafter referred to as the “articles of association”). Article 2 the information mentioned in these Measures refers to the relevant information of any behavior and matter that may have an impact on the price and trading volume of the company’s shares and other securities or the investment decision of investors, that is, the price sensitive information and other information required to be disclosed by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”). Article 3 these measures are applicable to the company and the companies included in the scope of the company’s consolidated accounting statements. The term “companies included in the scope of consolidated accounting statements” as mentioned in these Measures refers to wholly-owned subsidiaries invested and established by the company, subsidiaries with an equity ratio of more than 50% of the company and joint-stock companies with actual control rights of the company. Article 4 information disclosure obligors determined in accordance with relevant laws and regulations, normative documents issued by the CSRC and relevant rules of Shenzhen Stock Exchange (hereinafter referred to as the “exchange”) shall abide by these measures and accept the supervision of the CSRC and the exchange.
Chapter II Basic Principles and general provisions of information disclosure
Article 5 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in accordance with laws, regulations, departmental rules, GEM Listing Rules, measures and notices issued by Shenzhen Stock Exchange and other relevant provisions. Article 6 the company shall timely and fairly disclose all information or matters that may have a great impact on the trading price or investment decision of the company’s shares and their derivatives, and submit the announcement and relevant documents for future reference to Shenzhen Stock Exchange within the first time. Article 7 the directors, supervisors, senior managers and other information disclosure obligors of the company shall faithfully and diligently perform their duties to ensure that the disclosed information is true, accurate, complete, concise, clear and easy to understand, the information disclosure is timely and fair, and there shall be no false records, misleading statements or major omissions. The company shall specify the aforesaid guarantee in a prominent position of the announcement. If a director, supervisor or senior manager cannot guarantee that the contents of the announcement are true, accurate and complete, he shall make a corresponding statement in the announcement and explain the reasons. Article 8 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 by the company 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 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 9 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 10 the company shall pay attention to the reports of the public media (including the main websites) on the company and the trading of the company’s shares and their derivatives, timely understand the true situation from the relevant parties, truthfully reply to the inquiries raised by Shenzhen Stock Exchange on the above matters within the specified time limit, and make timely, true, accurate and complete announcements on the relevant situation in accordance with the GEM Listing Rules and these administrative measures, It is not allowed to fail to perform the obligations of reporting, announcing and replying to the inquiries of Shenzhen Stock Exchange on the grounds that the relevant matters are uncertain or need to be kept confidential. Article 11 information disclosure documents mainly include periodic reports and interim reports. Article 12 the full text of information disclosure documents shall be disclosed on the website of the 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 exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC. The company and other information disclosure obligors shall not release information on the company’s website and other media before the designated media, and shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, or replace the temporary reporting obligations that should be performed in the form of regular reports. Article 13 the company shall be equipped with necessary communication equipment for information disclosure and ensure the smooth flow of external consultation telephone. The company shall set up a special column on investor relations on the company’s website, hold regular meetings with investors, timely respond to the concerns of public investors, and enhance investors’ understanding of the company. Article 14 Where the information to be disclosed by the company is uncertain and belongs to temporary trade secrets, the timely disclosure may damage the interests of the company or mislead investors, and the insiders of the relevant insider information have made a written commitment to confidentiality, the company may suspend the disclosure in accordance with the relevant provisions of Shenzhen stock exchange. The company and relevant information disclosure obligors shall carefully determine the suspension and exemption of information disclosure, and shall not arbitrarily expand the scope of suspension and exemption. If the information delayed from disclosure is indeed difficult to keep secret, has been leaked or there are market rumors, resulting in significant fluctuations in the trading price of the company’s shares and their derivatives, the company shall immediately disclose the planning and progress of relevant matters. If the information to be disclosed by the company belongs to state secrets, trade secrets and other situations, and the disclosure or performance of relevant obligations in accordance with the GEM Listing Rules or these administrative measures may lead to the company’s 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 in accordance with the provisions of Shenzhen Stock Exchange. Article 15 the information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the company and other information disclosure obligors 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 regular report and quarterly report
Article 16 a company shall prepare and disclose periodic reports within the time limit prescribed by laws, administrative regulations, departmental rules and the listing rules. The annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim 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 third and ninth months of each fiscal year. The disclosure time of the company’s quarterly report in the first quarter shall not be earlier than that of the company’s annual report in 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 the exchange in time, and announce the reasons, solutions and deadline for delayed disclosure. Article 17 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 report cannot be formed for some reason, the relevant matters shall be disclosed in the form of announcement of the board of directors, explaining the specific reasons and existing risks for the failure to form the resolution of the board of directors. The company shall not disclose periodic reports that have not been examined and approved by the board of directors. Article 18 the company shall formulate regular reports and quarterly reports in accordance with the formats and preparation rules of annual reports, interim reports and quarterly reports formulated by the CSRC and the exchange. Article 19 the financial and accounting reports in the company’s annual report must be audited by an accounting firm qualified to engage in Securities and futures related businesses. The financial and accounting report in the interim report of the company may not be audited, but under any of the following circumstances, the company shall hire an accounting firm to audit: (I) it plans to make profit distribution (except for cash dividends only), convert the reserve fund into share capital or make up for losses according to the semi annual report;
(II) other circumstances that the CSRC or the 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 the exchange. Article 20 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 the 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 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 state the reasons and express their opinions in the written confirmation opinions, and disclose them. 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 21 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. The board of directors of the company shall not affect the timely disclosure of the company’s periodic reports for any reason. Article 22 in case of performance leakage 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 performance express, including the relevant financial data of the current period. Article 23 Where a non-standard audit report 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. Article 24 Where the company’s financial and accounting reports are issued with non-standard and unqualified audit opinions by certified public accountants, the company shall submit relevant documents in accordance with the requirements of the exchange while submitting regular reports. If the matters involved in the above-mentioned non-standard unqualified audit opinion do not belong to obvious violation of accounting standards, systems and relevant normative provisions on information disclosure, make a detailed description of the matters involved in the audit opinion in the corresponding periodic report; If the matters involved in the above-mentioned non-standard unqualified audit opinion are in obvious violation of accounting standards, systems and relevant normative provisions on information disclosure, the company shall correct the relevant matters, re audit, and disclose the corrected financial accounting report and relevant audit report within the time limit specified by the exchange. Article 25 the company shall take seriously the post examination opinions of the exchange on its periodic report, reply to the inquiry of the exchange in time, and explain and explain the relevant contents of the periodic report as required. If it is necessary to disclose, correct or supplement the announcement and modify the periodic report, the company shall make an announcement after performing the corresponding procedures, and disclose the full text of the modified periodic report on the designated website.
Section II interim report
Article 26 interim reports refer to the announcements other than periodic reports issued by the company in accordance with laws, administrative regulations, departmental rules, normative documents, the Listing Rules of the exchange and these measures. If the contents disclosed in the interim report involve major events specified in other chapters of these measures or the Listing Rules of the exchange, the disclosure contents and procedures shall also apply to the relevant provisions of other chapters of these measures or the Listing Rules of the exchange. Article 27 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; (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) the newly announced laws, 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 forced transfer of ownership; (IX) major assets are sealed up, seized or frozen; Major bank accounts are frozen; (x) the 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; （13） Appointing or dismissing an accounting firm to audit 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 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 company in writing of the relevant information it knows, and cooperate with the company to fulfill the obligation of information disclosure. Article 28
