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 behavior of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”) and relevant information disclosure obligors, improve the management level and quality of information disclosure, guide and urge the company to do well in information disclosure and related work, 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”), the measures for the administration of information disclosure of listed companies, the standards for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) This system is formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs, and the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) companies (hereinafter referred to as the “articles of association”).
Article 2 the term “information disclosure obligors” as mentioned in this system includes, in addition to the company itself:
(I) directors, supervisors and senior managers of the company;
(II) heads of all departments and holding subsidiaries of the company;
(III) shareholders, actual controllers and purchasers of the company;
(IV) natural persons, units and their related personnel such as parties involved in major asset restructuring, refinancing and major transactions, as well as the bankruptcy administrator and its members;
(V) other subjects undertaking the obligation of information disclosure stipulated by laws, administrative regulations and the CSRC. Article 3 the company and the above-mentioned relevant information disclosure obligors 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 (hereinafter referred to as “significant information”) in accordance with relevant laws, regulations, normative documents and the provisions of this system, and shall ensure that the disclosed information is true, accurate, complete, concise, clear and easy to understand, and there shall be no false records Misleading statements or material 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.
Chapter II Basic Principles of information disclosure
Article 4 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, listing rules and the measures and notices issued by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Article 5 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure the authenticity, accuracy and integrity of the information disclosed, and the timely and fair information disclosure. If the above guarantee cannot be made, they shall make a corresponding statement in the announcement and explain the reasons.
Article 6 before information disclosure, the company, relevant information disclosure obligors and other insiders shall keep the insiders of the information to a minimum, shall not disclose undisclosed material information, shall not carry out insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
In case of any major undisclosed information leakage, market rumors or abnormal fluctuations in stock trading, the company and relevant information disclosure obligors shall take timely measures, report to the Shenzhen Stock Exchange and make an announcement immediately.
Article 7 the controlling shareholders, actual controllers and other relevant information disclosure obligors of the company shall exercise the rights of shareholders according to law and shall not abuse the rights of shareholders to damage the interests of the company or other shareholders.
The shareholders, actual controllers, purchasers and other relevant information disclosure obligors of the company shall perform their information disclosure obligations in accordance with the provisions on information disclosure, actively cooperate with the company in information disclosure, timely inform the company of major events that have occurred or are to occur, and strictly fulfill their commitments.
The shareholders and actual controllers of the company shall pay special attention to the confidentiality of major matters in the planning stage. If there are reports or rumors related to the shareholders and actual controllers of the company that may have a great impact on the trading price of the company’s shares and their derivatives in the public media, the shareholders and actual controllers shall timely and accurately inform the company of the matters involved in the reports or rumors, and actively cooperate with the company’s investigation and relevant information disclosure.
Article 8 the information disclosed by the company includes regular reports and interim reports.
The company and relevant information disclosure obligors shall submit the announcement manuscripts and relevant documents for future reference to the Shenzhen Stock Exchange at the first time, and the submitted announcement manuscripts and relevant documents for future reference shall meet the requirements of the Shenzhen Stock Exchange.
The announcement manuscripts and relevant documents for future reference submitted by the company and relevant information disclosure obligors shall be in Chinese. If a foreign language version is adopted at the same time, the contents of the two versions shall be consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Article 9 the company’s information disclosure documents shall be submitted to the Shenzhen Stock Exchange within the specified time in accordance with the listing rules and other relevant laws and regulations, normative documents and the requirements of this system. After being registered by the Shenzhen Stock Exchange, it will be disclosed on the website designated by the CSRC (hereinafter referred to as the “designated website”) and the company’s website. The summary of the periodic report shall also be disclosed in the newspapers and periodicals designated by the CSRC.
If the company is unable to disclose at the scheduled time, or the contents disclosed on the media designated by the CSRC are inconsistent with the contents of the documents submitted to the Shenzhen stock exchange for registration, it shall immediately report to the Shenzhen Stock Exchange.
Article 10 the company and relevant information disclosure obligors shall not release major information in other public media before the designated media, and shall not disclose or disclose undisclosed major information in any other way such as press release or answering reporters’ questions before the announcement of the designated media.
Article 11 the company and relevant information disclosure obligors shall pay attention to the reports of the public media on the company and the trading of the company’s shares and their derivatives, timely understand the real situation from relevant parties, truthfully reply to the inquiries raised by the Shenzhen Stock Exchange on relevant matters within the specified time limit, and make timely, true, accurate and complete announcements on relevant situations in accordance with the provisions of the listing rules and the requirements of the Shenzhen Stock Exchange, It is not allowed to fail to perform the obligations of reporting, announcing and replying to the inquiries of the Shenzhen Stock Exchange on the grounds that the relevant matters are uncertain or need to be kept confidential.
Article 12 the company shall submit information disclosure documents such as regular reports, interim reports and relevant documents for future reference to the regulatory bureau of the place where the company is registered, and keep them at the company’s residence for public inspection at the same time of announcement.
Article 13 the company shall be equipped with communication equipment necessary for information disclosure, including setting up a special investor consultation telephone, setting up an investor relations column on the company’s website, etc., so as to strengthen communication and exchange with investors, especially public investors.
Article 14 Where the information to be disclosed by the company and relevant information disclosure obligors is recognized as state secrets according to law, and timely disclosure or performance of relevant obligations may endanger national security, damage the interests of the company or lead to violation of laws and regulations, they may be exempted from disclosure or performance of relevant obligations in accordance with relevant regulations.
The information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets. If the timely disclosure or performance of relevant obligations may lead to unfair competition, damage to the interests of the company or violation of laws and regulations, the disclosure or performance of relevant obligations in accordance with the relevant provisions of Shenzhen Stock Exchange may be suspended or exempted.
In principle, the time limit for the company and relevant information disclosure obligors to suspend the disclosure of temporary trade secrets shall not exceed two months. Article 15 Where the company and relevant information disclosure obligors suspend the disclosure or exempt from the disclosure of their information in accordance with Article 14 of the system, they shall meet the following conditions:
(I) relevant information is not disclosed;
(II) the insider of the relevant inside information has made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
If it does not meet the requirements of Article 14 and the preceding paragraph of this system, or the period of deferred disclosure expires, the company and relevant information disclosure obligors shall timely perform information disclosure and relevant obligations.
If the reasons for suspension or exemption from disclosure have been eliminated, the company and relevant information disclosure obligors shall disclose in time, and explain the review procedures performed, confidentiality measures taken, etc.
Article 16 if the events occurred or related to the company fail to meet the disclosure standards specified in the listing rules and these systems, or there are no specific provisions in the listing rules and these systems, but the Shenzhen Stock Exchange or the board of directors of the company believe that the event may have a great impact on the trading price of the company’s shares and their derivatives, the company shall disclose relevant information in time in accordance with the listing rules.
Chapter III contents and standards of information disclosure
Section I periodic report
Article 17 the periodic reports to be disclosed by the company include annual reports, semi annual reports and quarterly reports. Article 18 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 from 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 company’s annual report of the previous year.
If the company is expected to be unable to disclose the periodic report within the time limit specified in paragraph 1, it shall timely announce the reasons for the failure to disclose on schedule, solutions and the deadline for delayed disclosure.
Article 19 the company shall make an appointment with the Shenzhen stock exchange for the disclosure time of the periodic report, and the Shenzhen Stock Exchange shall make an overall arrangement according to the principle of balanced disclosure.
The company shall handle the disclosure of periodic reports according to the scheduled time. If it is necessary to change the disclosure time for some reason, it shall submit an application to the Shenzhen Stock Exchange at least five trading days ahead of the original appointment date, explain the reasons for the change, and clarify the disclosure time after the change. The Shenzhen Stock Exchange shall decide whether to adjust it according to the situation. In principle, Shenzhen Stock Exchange only accepts one change application.
If the company fails to apply for the change of the scheduled time for the disclosure of periodic reports within the time limit specified in the preceding paragraph, it shall also timely announce the change of the disclosure time of periodic reports, explain the reasons for the change, and specify the disclosure time after the change
Article 20 the board of directors of the company shall ensure the timely disclosure of the company’s periodic reports.
The contents of the company’s periodic reports shall be examined and approved by the board of directors, and the periodic reports that have not been examined and approved by the board of directors shall not be disclosed.
If the periodic report is not reviewed by the board of directors, the review of the board of directors is not passed, or the relevant resolution of the board of directors cannot be formed for some reason, the company shall disclose the specific reasons and existing risks, the special instructions of the board of directors and the opinions of independent directors.
Article 21 the board of directors of the company shall organize relevant personnel to arrange the preparation and disclosure of periodic reports in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
The senior management of the company shall timely prepare the draft periodic report and submit it to the board of directors for deliberation.
Article 22 the directors and senior managers of the company shall sign written confirmation opinions on the periodic report, stating whether the preparation and review procedures of the board of directors meet the requirements of laws and regulations and relevant provisions of Shenzhen Stock Exchange, and whether the contents of the periodic report can truly, accurately and completely reflect the actual situation of the listed company.
The board of supervisors of the company 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 meet the requirements of laws and regulations and relevant provisions of Shenzhen Stock Exchange, and whether the contents of the periodic report can truly, accurately and completely reflect the actual situation of the listed company.
If the directors and supervisors of the company cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they 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 of the company 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. Directors, supervisors and senior managers shall not refuse to sign written opinions on periodic reports for any reason. Article 23 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 at the end of the reporting period, and the shareholding of the top 10 shareholders of the company;
(IV) shareholders holding more than 5%, 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 24 the semi 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 number of shareholders, the shareholding of the company’s top 10 shareholders, and the changes of 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 25 the quarterly report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) China Certificate
