Estun Automation Co.Ltd(002747)
Information disclosure management system
(March 2022)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Estun Automation Co.Ltd(002747) (hereinafter referred to as the "company"), strengthen the management 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 of the CSRC and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") This system is formulated in combination with the actual situation of the company and other laws, regulations, normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the relevant provisions of the Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association").
Article 2 this system is applicable to the following personnel and institutions:
(I) directors and board of directors of the company;
(II) the company's supervisors and the board of supervisors;
(III) the Secretary of the board of directors and the office of the board of directors;
(IV) senior management of the company;
(V) controlling shareholders and major shareholders holding more than 5% of the shares of the company;
(VI) heads of all departments of the company and subordinate holding subsidiaries;
(VII) other personnel and institutions with information disclosure obligations.
The above personnel and institutions are collectively referred to as "information disclosure obligors".
Article 3 "information" mentioned in this system refers to all information that may have a significant impact on the company's stock price and the information required to be disclosed by the securities regulatory authorities; The term "disclosure" as mentioned in this system refers to the disclosure to the public through the specified media within the specified time and in the specified way, and submitted to the securities regulatory authority in accordance with the regulations.
Chapter II Basic Principles of information disclosure
Article 4 the company and relevant information disclosure obligors shall disclose information truthfully, accurately, completely and timely in strict accordance with the content and format requirements of information disclosure stipulated in laws, regulations and the articles of association, concise, clear and easy to understand, and shall not have false records, misleading statements or major omissions.
Article 5 the company shall publicly disclose information to all investors at the same time, and shall not disclose it to any unit or individual in advance. However, unless otherwise provided by laws and administrative regulations. The information disclosure of the company shall reflect the principle of openness, impartiality and fair treatment to all shareholders. 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. The aforesaid information obtained by any unit or individual in advance shall be kept confidential before being disclosed according to law.
Article 6 information disclosure is the continuous responsibility of the company, and the company shall faithfully perform the obligation of continuous information disclosure.
Article 7 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the information disclosed. If the contents of the report cannot be guaranteed to be true, accurate and complete, a corresponding statement shall be made in the announcement and the reasons shall be explained.
Article 8 when disclosing information, the company shall use descriptive language to explain the true situation of the event concisely and easily. The information disclosure documents shall not contain words of publicity, advertising, compliment or slander.
Article 9 if the events occurred or related to the company do not meet the disclosure standards specified in the stock listing rules of Shenzhen Stock Exchange, or there are no relevant provisions, but the board of directors or Shenzhen Stock Exchange of the company believes that the event may have a great impact on the trading price of the company's shares, the company shall disclose it in time in accordance with this system.
Article 10 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.
Article 11 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.
Article 12 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.
Chapter III information to be disclosed and disclosure standards
Section I General Provisions
Article 13 information disclosure documents mainly include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 14 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 15 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.
Article 16 information disclosure obligors shall not replace their reporting and announcement obligations in any form such as press release or answering reporters' questions, and shall not replace their interim reporting obligations in the form of regular reports. Article 17 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. Article 18 where the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Section II periodic report
Article 19 the periodic reports that the company shall disclose include annual reports and interim reports. All information that has a significant impact on investors' investment decisions shall be disclosed.
Article 20 the financial and accounting reports in the annual report shall be audited by an accounting firm with securities and futures related business qualifications.
Article 21 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, and the interim report shall be prepared and disclosed within two months from the end of the first half of each fiscal year.
Article 22 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 that need to be disclosed in the annual report.
Article 23 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 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 that need to be disclosed in the interim report.
Article 24 the contents of the periodic report shall be examined and approved by the board of directors of the company. Regular reports that have not been examined and approved by the board of directors shall not be disclosed.
Article 25 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 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.
Article 26 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 company.
Article 27 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.
Article 28 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. The directors and supervisors shall be exempted from the responsibility for the truthfulness and completeness of their opinions on a regular basis in accordance with the provisions of Article 29 of the preceding paragraph.
Article 30 Where the company expects to suffer losses or make significant changes in its operating performance, it shall make a performance forecast in time.
Article 31 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 32 Where a non-standard audit report is issued for 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 33 Where the shareholders and counterparties of the company make commitments on the operating performance of the company or relevant assets in the reporting year, the board of directors of the company shall pay attention to the realization of the performance commitments. If the annual performance of the company or related assets fails to meet the commitment, the board of directors shall separately consider the difference between the actual profit of the company or related assets and the commitment data, specify the difference and the measures the company has taken or plans to take, and urge relevant shareholders and counterparties of the company to fulfill their commitments.
Article 34 the company shall disclose the above matters in the annual report, require the accounting firm, recommendation institution or financial consultant (if applicable) to issue special audit opinions, and disclose them in the qualified media at the same time as the annual report.
Section III interim report
Article 35 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 investors have not been informed of it, the company shall immediately submit an interim report on the situation of the major event to the securities regulatory authority under the State Council and the securities trading place, and make an announcement to explain the cause, current status and possible legal consequences 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) newly promulgated laws, administrative 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 compulsory 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 due to physical and work arrangements, or
Those who are suspected of violating laws and regulations are taken compulsory measures by the competent authority and affect their performance of duties;
（19） Other matters prescribed by the CSRC and Shenzhen Stock Exchange.
Article 36 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 inform it in time
