Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Information disclosure management system
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as "the company") and protect the legitimate rights and interests of investors, 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 stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as "the Listing Rules") This system is formulated in accordance with the measures for the administration of information disclosure of listed companies and the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the "articles of association").
Article 2 "information disclosure" mentioned in this system refers to the public release of relevant information of the company according to the requirements of the securities regulatory authorities.
Article 3 this system is applicable to the company and its holding subsidiaries.
Article 4 the company shall timely and fairly disclose all information that may have a great impact on the trading price of the company's shares and their derivatives. The information disclosed shall be true, accurate and complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions.
Article 5 the forms of information disclosure of the company include regular reports, interim reports, performance explanation meetings, roadshows, press releases, media publicity, reception of the company's website and daily investors, research institutions, fund managers, QFII and other acts of disclosing business information of the company to the public.
Article 6 the specific work of the company's information disclosure shall be managed by the centralized department under the leadership of the Secretary of the board of directors and the working system of division of responsibilities of each department and holding subsidiary.
(I) the Secretary of the board of directors of the company is the specific executor of the company's information disclosure and the designated contact person with Shenzhen Stock Exchange. The Secretary of the board of directors is responsible for leading, organizing and coordinating the specific work of the company's information disclosure, and uniformly disclosing relevant information to the outside world in accordance with relevant laws and regulations, requirements of regulatory authorities and internal regulations of the company. The securities affairs representative of the company shall assist the Secretary of the board of directors in his work and implement the decisions on information disclosure and relevant securities affairs as authorized by the Secretary of the board of directors.
(II) the Securities Department of the company is the centralized management department of information disclosure, which is responsible for preparing relevant information disclosure documents; Collect and summarize the daily operation and major event information of each business department and holding subsidiary; Specifically organize and implement investors, research institutions, media reception and various publicity and promotion activities; Authorized by the Secretary of the board of directors, it is specifically responsible for handling external information disclosure.
(III) each department and holding subsidiary of the company shall be responsible for the collection and sorting of the company's information. All departments and holding subsidiaries shall timely provide daily operation and major event information to the securities department in accordance with the securities law, the company law, the listing rules, the articles of association and the regulations of this system. All departments and holding subsidiaries shall ensure that the information provided is true, accurate and complete.
Article 7 a holding subsidiary shall set up a person in charge of information summary to collect and summarize the daily operation information and major event information of the enterprise, and provide relevant information to the Securities Department of the company in accordance with the provisions of this system.
The person in charge of information summary of each holding subsidiary shall be the person in charge of the financial department or legal department of the enterprise.
Article 8 the relevant information, documents and materials provided by each department to the securities department shall be signed and confirmed by the person in charge of the Department.
The information, documents and materials provided by the person in charge of information summary of each holding subsidiary to the securities department shall be signed and confirmed by the main person in charge of the enterprise.
Article 9 if all departments disclose relevant information to the outside world due to work needs, in principle, the disclosure content shall not exceed the information publicly disclosed by the company or the unified external disclosure standard formed by the company on relevant matters; If the company's inside information is submitted to external units in accordance with laws and regulations, it shall be implemented in accordance with the company's registration system for insiders of inside information and the company's management system for users of external information. If each holding subsidiary needs to be interviewed by the media or release relevant business information through the media, it shall report the name, time, content (or content outline) and interview object of the media to be interviewed or released to the Securities Department of the company in advance, which shall be implemented after being reviewed by the Secretary of the board of directors and approved by the chairman of the board of directors.
Chapter II internal reporting system of daily business information
Article 10 all departments and holding subsidiaries shall submit relevant information to the securities department in accordance with the provisions of the internal reporting system of daily business information.
Article 11 all departments and holding subsidiaries shall provide the securities department with the information necessary for the disclosure of periodic reports according to the time and content requirements of the company's periodic reports.
Article 12 after summarizing the daily operation information of each department and holding subsidiary, the securities department shall deal with it according to the following principles:
(I) as the basis for the preparation of the company's periodic report.
(II) if the securities department believes that it should be disclosed in the form of temporary announcement, the securities department shall draft the first draft of the temporary announcement, which shall be disclosed after being reviewed by relevant departments (if necessary), reviewed by the Secretary of the board of directors and approved by the chairman of the board of directors.
(III) the securities department is responsible for filing and retaining the internal data.
Chapter III preparation and disclosure of periodic reports
Article 13 the preparation and disclosure of the company's periodic reports shall comply with the company law, the securities law, the listing rules, the requirements of Shenzhen Stock Exchange and the relevant provisions of the articles of association.
Article 14 the company's regular reports include annual reports, semi annual reports and quarterly reports. The company shall complete and disclose periodic reports in accordance with the content and time limit specified in the securities law and Shenzhen Stock Exchange. The annual report shall be submitted within four months from the end of each fiscal year; The semi annual report shall be made within two months from the end of the first six months of each fiscal year; The quarterly report shall be prepared and disclosed within one month from the end of the first three months and the first nine months of each fiscal year.
Article 15 the preparation of the company's periodic reports shall be organized and coordinated by the Secretary of the board of directors or the securities affairs representative
The securities department and the finance department are the main preparation units, and other departments and holding subsidiaries provide cooperation and assistance.
(I) the securities department is responsible for formulating and organizing the implementation of the specific preparation plan of the company's periodic report, preparing relevant parts of the periodic report, summarizing and synthesizing the periodic report, and being responsible for external disclosure.
(II) the finance department is responsible for coordinating and supervising the audit of periodic reports, preparing accounting statements, filling in the financial indicators in the periodic reports according to the disclosure requirements, analyzing the reasons for the changes of indicators, and assisting the securities department in handling the disclosure of periodic reports.
(III) other departments and holding subsidiaries shall provide relevant materials to the securities department as required.
Article 16 the finance department shall supervise and urge relevant accounting firms to complete the audit of the annual financial report and semi annual financial report (if audit is required) according to the disclosure time requirements of the company's annual report and semi annual report. Article 17 the finance department shall make a general prediction of the company's performance and other important information in the reporting period within 10 working days from the end of each quarter, half year and year.
If it is found that the company's main business income, main business profit, net profit and other important indicators have increased or decreased by more than 50% compared with the same period of the previous year in the current reporting period or expected from the beginning of the year to the end of the next reporting period, it shall notify the securities department in writing at the first time, and the securities department shall issue an early warning announcement according to relevant requirements; If the consolidation scope and accounting policies of the company are to be adjusted, or the provision for impairment, asset write off and other important matters are to be withdrawn during the reporting period, the finance department shall also timely notify the securities department, so that the securities department can arrange the board of directors and the general meeting of shareholders to consider matters in accordance with relevant regulations.
Article 18 the financial statements, budget reports and profit distribution plans of the company related to regular reports shall be prepared by the finance department and summarized by the securities department.
Article 19 after the preparation of the company's periodic report, it shall be reviewed by the Secretary of the board of directors and submitted to the collective leadership of the company for review. The company's periodic report involves issues that need to be reviewed in advance by the professional committee of the board of directors. After being reviewed by the company's collective leadership, it shall be submitted to the professional committee of the board of directors for deliberation. After being reviewed and approved by the professional committee of the board of directors, it shall be submitted to the board of directors for deliberation. Other issues shall be submitted to the board of directors of the company for deliberation after being reviewed by the leading group of the company. The company's final financial statement, budget report and profit distribution plan shall be submitted to the general meeting of shareholders for deliberation and approval after being reviewed by the board of directors.
Article 20 after the periodic report of the company is reviewed by the board of directors, all directors and senior managers shall sign a written confirmation opinion; The board of supervisors of the company shall review the periodic reports and put forward written review opinions, and the supervisors shall sign written confirmation opinions.
Article 21 the company's periodic report shall be disclosed within two working days after being reviewed and approved by the board of directors. The full text of the company's annual report, semi annual report and quarterly report is published on the website designated by Shenzhen Stock Exchange; The summary of the company's annual report and semi annual report and the text of the quarterly report shall be published in the designated newspapers and periodicals.
The company can publish the periodic report on the company's website for investors to inquire. However, the periodic report published on the company's website shall not be earlier than the website and newspapers designated by Shenzhen Stock Exchange.
Article 22 the company can fairly disclose the performance express to all investors before the formal disclosure of the regular report according to the needs and the regulations of Shenzhen Stock Exchange.
Chapter IV internal reporting system for major events and preparation and disclosure of interim announcements
Article 23 the company shall timely disclose the following events that have a great impact on the trading price of the company's shares and their derivatives:
(I) adjustment of industrial policies for minerals, non-ferrous metals, semiconductor packaging materials, potash fertilizer, etc. The securities department shall prepare the first draft of information disclosure, which shall be jointly reviewed by other relevant departments and submitted to the general manager and chairman of the company for review and approval before disclosure.
(II) major safety accidents. If a major safety accident occurs in the holding subsidiary of the company, the competent safety department of the holding subsidiary shall notify the person in charge of information summary of the subsidiary immediately after knowing the situation, and report it to the board of directors in writing, including:
1. Time of accident;
2. The loss of equipment and personnel and the expected impact on the normal production and operation of the company;
3. Measures taken;
4. Estimated time to resume normal production and operation;
5. Other available information.
The securities department shall prepare the first draft of information disclosure according to the written materials provided by the holding subsidiaries, which shall be submitted to the chairman for approval after being reviewed by the Secretary of the board of directors and relevant departments. The Department in charge of safety of the company and its holding subsidiaries shall continue to pay attention to the handling of major safety accidents and maintain communication with the securities department.
The definition of "major safety accident" mentioned in this article shall be subject to the provisions of relevant national laws, regulations and rules. (III) project investment. If the company decides to invest in a project, the competent investment department shall provide written materials to the securities department before signing the investment agreement, which shall at least include:
1. Project site selection, construction scale and main products;
2. The main partners, total investment, registered capital, the proportion of capital contribution of all parties and the amount of capital contribution and registered capital of the company shall be raised with foreign capital;
3. Project construction cycle;
4. Preliminary analysis of project income and its impact on the company;
5. Prediction of environmental protection and market conditions after the project is put into operation.
According to the written materials provided by the competent investment department and the relevant provisions of the regulatory authorities and the articles of association, the securities department shall deal with it according to the following principles:
1. For the project investment within the decision-making scope of the chairman or general manager of the company, the securities department shall prepare the first draft of information disclosure, submit it to the general manager and chairman of the company for review and approval after joint review by relevant departments, and then disclose it to the public; 2. For investment projects within the decision-making scope of the board of directors or the general meeting of shareholders, the chairman of the board of directors shall propose to convene the board of directors and the general meeting of shareholders of the company. After deliberation and approval, the securities department shall perform the information disclosure procedures in accordance with the regulations;
3. If related party transactions are involved, in addition to complying with the provisions of the company's related party transaction management system, the related party transaction procedures specified in Article 27 of this system shall also be performed.
(IV) project progress. For the investment projects with a proportion of more than 20% of the company's investment, in case of important matters such as passing the review and demonstration, approval, signing the investment agreement, establishing the project company, formal commencement, commissioning and formal production, the competent investment department shall notify the securities department at the first time after knowing the relevant situation, and provide the securities department with relevant government approval (copy), agreement text (copy) and other relevant materials.
The securities department shall prepare the first draft of information disclosure according to the information and relevant materials provided by the competent investment department, which shall be submitted to the chairman for approval after being reviewed by the Secretary of the board of directors and relevant departments.
Article 24 If the company's headquarters and its holding subsidiaries purchase or sell assets, before signing a formal agreement, the person in charge of the company's specific business department and the information summary of the holding subsidiaries shall provide a written report to the securities department. The contents shall at least include:
(I) necessity of transaction;
(II) basic information of the counterparty, including the analysis of the counterparty's performance ability;
(III) basic information of the transaction object;
(IV) transaction price, pricing basis and payment method;
(V) the expected gains (or losses) of the company or the enterprise from the transaction and the impact of the transaction on the development of the company or the enterprise.
The "purchase or sale of assets" mentioned in this system does not include the purchase of raw materials, fuels and power, as well as the purchase or sale of products, commodities and other assets related to daily operation.
Article 25 after the Securities Department of the company receives the written report on the purchase or sale of assets from relevant business departments and holding subsidiaries, it shall deal with it according to the following principles:
(I) according to the relevant provisions of the listing rules and the articles of association, if it falls within the decision-making scope of the chairman or general manager of the company and needs to be disclosed in time, the securities department shall prepare the first draft of information disclosure, which shall be jointly reviewed by the Secretary of the board of directors, relevant departments or holding subsidiaries, and disclosed after being reviewed by the general manager and chairman of the company.
(II) according to the relevant provisions of the listing rules and the articles of association, if it falls within the decision-making scope of the board of directors and the general meeting of shareholders of the company, or it is necessary to perform other relevant procedures of the listed company, the chairman of the board of directors shall timely put forward the proposal to convene the board of directors or the general meeting of shareholders. After the transaction is deliberated and approved by the board of directors or the general meeting of shareholders of the company, or after performing the relevant procedures, the securities department shall go through the external disclosure procedures in accordance with item (I) of this article.
The purchase or sale of assets within the scope of item (II) of this article has not been deliberated and approved by the board of directors and the general meeting of shareholders, or has not been completed
