Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866)
Information disclosure management system
(approved by Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) the 6th board of directors on October 21, 2010)
It was deliberated and formulated at the 23rd Meeting of the board of directors, and the 10th board of directors of the company will be held on March 25, 2022
(revised at the 15th meeting.)
Chapter I General Provisions
Article 1 in order to strengthen the management of the company's information disclosure, standardize the company's information disclosure behavior, ensure the fairness of information disclosure and protect the legitimate rights and interests of investors, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of information disclosure of listed companies, the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws and administrative regulations This system is formulated in accordance with the relevant provisions of the articles of association and the actual situation of the company.
Article 2 the term "information disclosure" as mentioned in this system refers to the act of publishing the major information that may or has had a significant impact on the trading price of the company's securities and / or its derivatives but is not known by investors and the information required to be disclosed by the securities regulatory authorities to the public within the specified time, through the specified media, according to the specified procedures and in the specified manner.
Article 3 this system is applicable to the company, the board of directors and the board of supervisors; Directors, supervisors and senior managers of the company; All departments, branches and holding subsidiaries of the company's headquarters (hereinafter referred to as "subsidiaries") and their principals; More than 5% of the company's shares are held by the company's shareholders and controllers; Other institutions and personnel responsible for information disclosure.
Chapter II Basic Principles and general provisions of information disclosure
Article 4 information disclosure obligors shall timely perform their obligations of information disclosure according to law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, without 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 insider information is disclosed according to law, any insider shall not disclose or disclose the information, shall not use the information for insider trading, and shall not cooperate with others to manipulate the trading price of stocks and their derivatives. 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 directors, supervisors and senior managers 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 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.
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.
Article 7 the forms of information disclosure of the company include regular reports and interim reports. The information disclosed by the company according to law shall be published on the website of the Shanghai Stock Exchange and the media meeting the conditions stipulated by the CSRC. At the same time, it shall be kept at the company's domicile and the Shanghai stock exchange for the public to consult.
The full text of the 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 Shanghai 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 8 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to the securities regulatory bureau of the place where the company is registered.
Chapter III Management and responsibilities of information disclosure
Article 9 directors, supervisors and senior managers shall be diligent and responsible, pay attention to the preparation of information disclosure documents, ensure that regular reports and interim reports are disclosed within the specified time limit, and cooperate with the company and other information disclosure obligors to fulfill their information disclosure obligations.
Article 10 the information disclosure of the company shall be under the unified leadership and management of the board of directors, and the chairman of the board of directors shall bear the primary responsibility for the management of the information disclosure of the company; In addition to the announcement of the board of supervisors, the information disclosed by the company shall be published in the form of the announcement of the board of directors. Directors, supervisors and senior managers shall not release the undisclosed information of the company without the written authorization of the board of directors.
Article 11 the directors shall understand and continue to pay attention to the company's production and operation, financial status, major events that have occurred or may occur and their impact, and take the initiative to investigate and obtain the information required for decision-making.
The board of directors and directors shall ensure that the principles and provisions listed in Chapter II of the system are accurately implemented in the information disclosure, and be responsible for the company's failure to perform the disclosure obligations in violation of laws and regulations and any misleading statements or major omissions.
Article 12 the board of supervisors and the board of supervisors shall supervise the behavior of directors and senior managers in performing their duties of information disclosure. We should pay attention to the information disclosure of the company. When we find that there are violations of laws and regulations in the information disclosure, we should investigate and put forward treatment suggestions.
When the board of supervisors needs to disclose information to the public through the media, it shall submit the resolution of the board of supervisors to be disclosed and the relevant annexes explaining the disclosure matters to the Secretary of the board of directors for specific disclosure matters.
The board of supervisors and individual supervisors shall not release or disclose the company's undisclosed information to shareholders and media on behalf of the company.
Article 13 the Secretary of the board of directors is responsible for organizing and coordinating the information disclosure of the company, collecting the information that should be disclosed by the listed company and reporting to the board of directors, continuously paying attention to the media reports on the company and actively verifying the truth of the reports. The Secretary of the board of directors has the right to know the financial and operating conditions of the company and consult all documents related to information disclosure. The Secretary of the board of directors shall be responsible for the public announcement of the information of listed companies and other related matters. The company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, senior managers and relevant personnel of the company shall support and cooperate with the Secretary of the board of directors in his work.
For the relevant meetings involving information disclosure of the company, the Secretary of the board of directors shall be guaranteed to obtain the relevant meeting documents and minutes in time. The Secretary of the board of directors shall attend the important meetings involving information disclosure of the company as nonvoting delegates, and the relevant departments shall provide the Secretary of the board of directors with the materials and information required for information disclosure in time.
The Secretary of the board of directors shall be responsible for the confidentiality of information, formulate confidentiality measures, urge directors, supervisors, senior managers and relevant insiders to keep secrets before information disclosure, and timely report and disclose to Shanghai Stock Exchange in case of undisclosed major information disclosure.
The Secretary of the board of directors shall be responsible for the file management of documents and materials related to information disclosure, and set up special text files and electronic files for documents and materials related to information disclosure.
The Secretary of the board of directors is responsible for organizing the company's directors, supervisors, senior managers, heads of departments of the company's headquarters, branches and subsidiaries and other company personnel and departments responsible for information disclosure to carry out relevant training on information disclosure system, and assisting the above-mentioned personnel to understand their responsibilities in information disclosure.
Article XIV the company's external performance and performance reports shall be timely and complete in the form of written reports signed by the general manager and the designated senior manager, and the deputy manager shall be responsible for the timely disclosure of such major performance and performance reports to the general manager and the board of directors.
Senior managers have the responsibility and obligation to answer the board's inquiries about the company's regular reports, interim reports and other situations, as well as the questions made by the board on behalf of shareholders and securities regulatory authorities, provide relevant materials and bear corresponding responsibilities.
The person in charge of Finance shall be generally responsible for the company's financial management and accounting, conduct internal control and supervision over the company's financial data, and be directly responsible for the authenticity, accuracy and integrity of the financial data provided by him. The person in charge of Finance shall timely report to the board of directors the major events in the company's finance, the progress or changes of the disclosed events and other relevant information.
When a meeting involving major investment and budget is held within the company, the company office shall be instructed to be responsible for the confidentiality measures of the meeting, give confidentiality tips in relevant meeting materials, and remind the participants of their confidentiality responsibilities in the meeting.
Article 15 the shareholders and actual controllers of the company shall take the initiative to inform the board of directors of the company when the following events occur, and cooperate with the company to fulfill the obligation of information disclosure.
(1) The situation of shareholders or actual controllers holding more than 5% of the company's shares or controlling the company has changed greatly, and the situation of actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(2) 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 compulsory transfer of ownership;
(3) Entering bankruptcy or dissolution proceedings due to the deterioration of business conditions;
(4) The controlling shareholder or actual controller is investigated or taken compulsory measures by the competent authority due to suspected violations of laws and regulations, or is subject to major administrative or criminal penalties;
(5) Propose to carry out major asset or business reorganization of the company;
(6) Other circumstances prescribed by the CSRC and Shanghai Stock Exchange.
Before the disclosure of the information that should be disclosed according to law, if the relevant information has been disseminated in the media or there are abnormal transactions in the company's securities and their derivatives, the shareholders or actual controllers shall make a written report to the company in a timely and accurate manner, and cooperate with the company to make a timely and prepared announcement.
The shareholders and actual controllers of the company shall not abuse their shareholders' rights and dominant position, and shall not require the company to provide them with inside information.
Article 16 shareholders or actual controllers who hold more than 5% of the company's shares by accepting entrustment or trust shall timely inform the company of the trustor and cooperate with the company to fulfill its obligation of information disclosure. Article 17 when a company issues shares to specific objects, its controlling shareholders, actual controllers and issuing objects shall timely provide relevant information to the company and cooperate with the company to fulfill its obligation of information disclosure.
Article 18 the person in charge of each functional department and holding subsidiary of the company is the first person responsible for information reporting to the company by his own department and the company. The heads of all departments of the company's headquarters, branches and subsidiaries shall carefully and responsibly transmit all kinds of information required by the system, urge the department or the company to strictly implement the information disclosure management and reporting system, and ensure that the major information that should be disclosed in the department or the company is timely notified to the office of the board of directors or the Secretary of the board of directors; And ensure that the external information disclosure is true, accurate, complete, timely and fair.
(1) In case of any matter known to him that may affect the trading price of the company's securities and their derivatives or will have an important impact on the company's operation and management, he shall inform the Secretary of the board of directors within 2 working days;
(2) When studying and deciding on matters involving information disclosure, the company shall notify the Secretary of the board of directors to attend the meeting as a nonvoting delegate and provide him with the materials required for information disclosure;
(3) In case of information disclosure matters that need to be coordinated, it shall timely assist the Secretary of the board of directors to complete the task. Article 19 the company's personnel serving as the directors of the company's subsidiaries are responsible for timely, true and complete reporting to the board of directors in written form on the operation of subsidiaries, foreign investment, equity changes, major contracts, guarantees, asset sales, senior personnel changes, and information related to the company's regular reports and interim reports. If there are more than two directors of the same subsidiary, one must be identified as the main reporter, but all the directors of the company who are directors of the same subsidiary shall jointly bear the responsibility for the disclosure of information report of the subsidiary. The general manager of a holding subsidiary shall report to the general manager of the company in writing on a regular or irregular basis (within the day of the occurrence of relevant matters) the operation, management, foreign investment, signing, implementation, fund utilization and profit and loss of the subsidiary. The general manager of the subsidiary must ensure the authenticity, timeliness and completeness of the report, sign on the written report and bear corresponding responsibilities. The general manager of the subsidiary shall be responsible for the confidentiality of the information provided before public disclosure.
Article 20 as the daily management department of the company's information disclosure affairs, the office of the board of directors is directly led by the Secretary of the board of directors and is responsible for drafting and revising various systems for the management of the company's information disclosure affairs; Be responsible for the collection, review and announcement of relevant information; Be responsible for the preliminary review of periodic reports and the preparation, organization and preliminary review of temporary announcements; Be responsible for the management of investor relations of the company; Be responsible for tracking the trading of the company's shares, understanding the real situation in time, and putting forward suggestions on information disclosure; Be responsible for keeping the documents, materials and other archives of the company's internal information disclosure and the records of directors, supervisors and senior managers performing their duties, and arrange special personnel to manage relevant archives and materials.
Chapter IV contents of information disclosure
Section I periodic report
Article 21 the company's regular reports include annual reports and semi annual reports. The company shall prepare and disclose periodic reports within the time limit specified by laws, regulations, rules and the system. Among them, the annual report shall be within four months from the end of each fiscal year, and the interim report shall be within two months from the end of the first half of each fiscal year.
Article 22 periodic reports shall be prepared and disclosed in accordance with the provisions of the CSRC and the Shanghai Stock Exchange on the contents and format of periodic reports.
Article 23 the contents of the periodic report shall be examined and approved by the board of directors of the listed company. Regular reports that have not been examined and approved by the board of directors shall not be disclosed.
The directors and senior managers shall sign written confirmation opinions on the periodic reports, stating 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 reports 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 and the provisions of the CSRC, and whether the contents of the report can be truly, accurately and completely reflected
