Jahen Household Products Co.Ltd(300955)
Information disclosure management system
Revised in April 2002
Jahen Household Products Co.Ltd(300955)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to ensure that the information disclosure of Jahen Household Products Co.Ltd(300955) (hereinafter referred to as “the company”) is legal, true, accurate, complete and timely, According to relevant laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidance of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM This system is formulated in accordance with the provisions of normative documents and the Jahen Household Products Co.Ltd(300955) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall disclose information in a true, accurate, complete and timely manner, without false records, misleading statements or major omissions.
Article 3 the company shall strictly abide by the principle of fair information disclosure and prohibit selective information disclosure. All investors have the same right to obtain the company’s undisclosed material information.
The term “fair information disclosure” as mentioned in the preceding paragraph refers to that the company and relevant information disclosure obligors shall publicly disclose major information to all investors at the same time to ensure that all investors can obtain the same information equally, shall not implement differential treatment policies, and shall not separately disclose, disclose or disclose undisclosed major information to specific objects in advance.
Article 4 the company shall disclose information in accordance with the principle of timeliness, and shall not delay the disclosure, and shall not deliberately choose the disclosure time to strengthen or dilute the effect of information disclosure, resulting in actual unfairness.
The term “timely” as mentioned in this system refers to the two trading days from the starting date or the time point of disclosure.
Article 5 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.
Article 6 in addition to the information required to be disclosed according to law, the company may voluntarily disclose the information related to the value judgment and investment decision-making of investors, but it shall not conflict with the information disclosed according to law or mislead investors.
The information voluntarily disclosed 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.
It is not allowed to use the information voluntarily disclosed to improperly affect the trading price of the company’s securities and their derivatives, or engage in illegal acts such as market manipulation by using voluntary information disclosure.
Article 7 before the insider information is disclosed according to law, any insider shall not disclose or disclose the information, and shall not use the information for insider trading.
Article 8 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. 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 stock exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
It is not allowed to replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, and it is not allowed to replace the interim reporting obligations that should be performed in the form of regular reports.
Article 9 when a company discloses information according to law, it shall submit the draft of the announcement and relevant documents for future reference to Shenzhen Stock Exchange and the securities regulatory bureau of the place where the company is registered.
Article 10 where the information to be disclosed by the company is uncertain and belongs to temporary trade secrets, and timely disclosure may damage the interests of the company or mislead investors, it may apply for suspension of disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
The information to be suspended from disclosure shall meet the following conditions:
(I) relevant information has not been 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.
Article 11 Where the information to be disclosed by the company belongs to state secrets, trade secrets and other circumstances, and the disclosure or performance of relevant obligations in accordance with the Shenzhen Stock Exchange GEM Listing Rules may lead to the company’s violation of domestic and foreign laws and regulations, unfair competition, damage to the interests of the company and investors or mislead investors, the company may apply to Shenzhen stock exchange for exemption from disclosure.
Article 12 the company shall carefully determine the suspension and exemption of information disclosure, and take effective measures to prevent the disclosure of information suspended or exempted.
Where the company decides to suspend or exempt the disclosure of specific information, the Secretary of the board of directors of the company shall be responsible for registration, which shall be properly filed and kept after being signed and confirmed by the chairman of the company.
Article 13 Where the information that has been suspended from disclosure is leaked or there are market rumors, the company shall timely verify the relevant information and disclose it.
If the reasons for the suspension of disclosure have been eliminated, the company shall timely announce the relevant information, and disclose the reasons for the suspension of disclosure of the information and the internal registration and approval of the company.
Chapter II information to be disclosed and disclosure standards
Article 14 the information disclosure documents referred to in this system mainly include prospectus, prospectus, listing announcement, acquisition report, periodic report and interim report.
Article 15 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly reports.
The content and format of the periodic report shall comply with the provisions of the CSRC and the Shenzhen Stock Exchange. All information that has a significant impact on investors’ investment decisions shall be disclosed. The financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law.
The annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim report shall be prepared and disclosed within two months from the end of the first half of each fiscal year, and the quarterly report shall be prepared and disclosed within one month after the end of the third and ninth months of each fiscal year. The disclosure time of the quarterly report of the first quarter shall not be earlier than that of the annual report of 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 Shenzhen Stock Exchange in time, and announce the reasons, solutions and deadline for delayed disclosure.
Article 16 Where the company is expected to have any of the following circumstances in its annual operating performance or financial situation, it shall make a timely performance forecast within one month from the end of the accounting year:
(II) the net profit increased or decreased by more than 50% compared with the same period of last year;
(III) turning losses into profits;
(IV) the net assets at the end of the period are negative.
Article 17 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 disclose the performance express in a timely manner.
Article 18 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 of it, the company shall immediately disclose an interim report to explain 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 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） The main business comes to a standstill or comes to a standstill in its entirety;
（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） Significant 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 circumstances prescribed by the CSRC or Shenzhen Stock Exchange.
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 19 when a company changes its name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number, it shall disclose them in time.
Article 20 after the company discloses a major event, if there is any progress or change in the disclosed major event that may have a great impact on the trading price of the company’s securities and their derivatives, the progress or change and the possible impact shall be disclosed in time.
Article 21 Where the acquisition, merger, division, issuance of shares, repurchase of shares and other acts of the company lead to significant changes in the total share capital, shareholders and actual controllers of the company, the company shall perform the obligation of reporting and announcement according to law and disclose the changes in equity.
Article 22 Where the trading of the company’s securities and their derivatives is recognized as abnormal trading by the CSRC or the stock exchange, the company shall timely understand the influencing factors causing the abnormal fluctuation of the trading of securities and their derivatives and disclose them in a timely manner.
Chapter III transmission, review and disclosure process of undisclosed information
Article 23 information not publicly disclosed is unpublished information. The person in charge of each department and subordinate company of the company shall report the unpublished information related to the Department and subordinate company to the Secretary of the board of directors at any of the following time points:
(I) when the board of directors or the board of supervisors forms a resolution on the major event;
(II) when the parties concerned sign a letter of intent or agreement on the major event;
(III) when the directors, supervisors or senior managers are aware of the occurrence of the major event and report it.
In case of any of the following circumstances before the time point specified in the preceding paragraph, the company shall timely disclose the current situation of relevant matters and risk factors that may affect the progress of the event:
(I) the major event is difficult to keep confidential;
(II) the major event has been disclosed or there are rumors in the market;
(III) abnormal transactions of the company’s securities and their derivatives.
Article 24 when any situation or event occurs, occurs or is about to occur that may have a great impact on the trading price of the company’s shares and their derivatives, the person responsible for the reporting obligation shall immediately report to the Secretary of the board of directors. The Secretary of the board of directors shall immediately report to the chairman of the board of directors after receiving the report, and the chairman of the board of directors shall immediately report to the board of directors after receiving the report, And urge the Secretary of the board of directors to organize information disclosure.
Article 25 after receiving the unpublished information reported by the person in charge of each department and subordinate company of the company or notified by the chairman of the board of directors, the Secretary of the board of directors shall review it. After review, if it is confirmed that it should be disclosed according to law in accordance with laws and regulations, the CSRC and the stock exchange, he shall organize the drafting of announcement draft and disclose it according to law.
Article 26 other unpublished major information shall be implemented in accordance with the specific provisions of the company’s internal reporting system for major information.
Chapter IV responsibilities of information disclosure management departments and their principals
Article 27 the Securities Affairs Department of the company is the daily work organization of the company’s information disclosure affairs. Under the leadership of the Secretary of the board of directors, it is responsible for the information disclosure affairs of the company. The chairman of the board of directors shall bear the primary responsibility for the management of the information disclosure affairs of the company.
Article 28 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 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 attend the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and relevant meetings of senior managers, to know the financial and operating conditions of the company, and to consult all documents related to information disclosure. The Secretary of the board of directors shall be responsible for the public announcement of the company’s information and other related matters.
The directors, supervisors and senior managers shall cooperate with the Secretary of the board of directors in the work related to information disclosure and provide work convenience for the Secretary of the board of directors and the information disclosure management department to perform their duties. The person in charge of Finance shall cooperate with the Secretary of the board of directors in the work related to financial information disclosure. The board of directors, the board of supervisors and the management of the company shall establish an effective mechanism to ensure that the Secretary of the board of directors can learn the major information of the company at the first time, Ensure the timeliness, accuracy, fairness and integrity of information disclosure.
Chapter V directors and the board of directors, supervisors and the board of supervisors, senior managers, etc
Responsibilities for reporting, deliberation and disclosure
Article 29 the directors, supervisors and senior managers of the company 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 30 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 listed company.
The board of supervisors shall report to the board of directors
