Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Ife Elevators Co.Ltd(002774) (hereinafter referred to as “the company” or “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 (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 governance standards of listed companies The measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the self regulatory regulation of listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure Affairs (hereinafter referred to as the “management of information disclosure affairs”) and other laws This system is formulated in accordance with the administrative regulations and the provisions of the Ife Elevators Co.Ltd(002774) articles of Association (hereinafter referred to as the “articles of association”) (hereinafter referred to as the “relevant provisions”).
Article 2 this system is applicable to the management of various information disclosure affairs of the company and to the following personnel and institutions (hereinafter referred to as “information disclosure obligors”):
(I) directors and board of directors of the company;
(II) the company’s supervisors and the board of supervisors;
(III) senior management of the company;
(IV) secretary of the board of directors, securities affairs representative and office of the board of directors;
(V) heads of all departments and branches of the company’s headquarters and designated information disclosure personnel;
(VI) the legal representative, general manager and financial principal of the holding subsidiary or other designated information disclosure personnel;
(VII) shareholders’ representatives or directors, supervisors and senior managers appointed by the company in participating subsidiaries; (VIII) shareholders, potential shareholders and actual controllers holding more than 5% of the company’s shares;
(IX) other organizations, entities or individuals with information disclosure obligations and responsibilities specified in relevant laws and regulations.
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 “material 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 and complete without false records, misleading statements or major omissions.
Article 4 the “significant information” mentioned in the preceding paragraph refers to the information that may or has had a great impact on the trading price of the listed company’s shares and their derivatives, including the following information:
(I) information related to the company’s performance, profit distribution and other matters, such as financial performance, profit forecast, profit distribution and conversion of capital reserve into share capital;
(II) information related to the company’s acquisition and merger, asset reorganization and other matters;
(III) information related to the company’s stock issuance, repurchase, equity incentive plan and other matters;
(IV) information related to the company’s business matters, such as the development of new products and inventions, the conclusion of major business plans in the future, the approval of patents and government departments, and the signing of major contracts;
(V) information related to major litigation or arbitration matters of the company;
(VI) information related to transactions and related party transactions that should be disclosed;
(VII) relevant information on other matters to be disclosed in relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions.
Chapter II Basic Principles of information disclosure
Article 5 the information disclosure of the company shall reflect the principle of openness, fairness and fairness to all shareholders. The information disclosure obligor shall disclose the information to all investors in a true, accurate, complete, timely and fair manner at the same time, and there shall be no false records, misleading statements or major omissions. The information disclosure obligor shall publicly disclose information to all investors at the same time. The information disclosed by a company that issues securities and their derivatives in the domestic and foreign markets and is listed in the overseas market shall be disclosed in the domestic market at the same time.
Article 6 the information disclosure obligor shall perform the information disclosure obligations in accordance with relevant regulations, 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 its commitments.
Article 7 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in strict accordance with the provisions of relevant laws, regulations, rules, normative documents and rules.
Article 8 in addition to disclosing information in accordance with mandatory provisions, the company shall actively and timely disclose information that may have a substantive impact on the decisions of shareholders and other stakeholders, and ensure that all shareholders have equal access to information.
Article 9 all directors, supervisors and senior managers of the company shall ensure that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions. If they cannot guarantee the authenticity, accuracy and integrity of the announcement, they shall make a corresponding statement in the announcement and explain the reasons.
Article 10 before the company’s inside 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 11 when the company and other information disclosure obligors disclose information according to law, they shall submit the draft of information disclosure announcement and relevant documents for future reference to Shenzhen Stock Exchange, place them at the company’s residence for public inspection, and publish them in the media designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”). The company shall not release information on the company’s website and other media before the designated media, and shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, or replace the temporary reporting obligations in the form of regular report.
Chapter III contents and standards of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 12 the preparation of a prospectus by a company shall comply with the relevant provisions of the CSRC. All information that has a significant impact on investors’ investment decisions shall be disclosed in the prospectus. After the application for public offering of securities is approved by the CSRC, the company shall announce the prospectus before the issuance of securities.
Article 13 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the prospectus to ensure that the information disclosed is true, accurate and complete. The prospectus shall be affixed with the official seal of the company. Article 14 Where a company applies for an initial public offering of shares, after the CSRC accepts the application documents and before the issuance examination committee examines them, the company shall disclose the application draft of the prospectus on the website of the CSRC in advance. The prospectus declaration draft disclosed in advance is not the official document for the company to issue shares and cannot contain price information. The company shall not issue shares accordingly.
Article 15 after the application for securities issuance is approved by the CSRC and before the end of the issuance, if important matters occur, the company shall make a written explanation to the CSRC and, with the consent of the CSRC, revise the prospectus or make a corresponding supplementary announcement.
Article 16 the information disclosure provisions related to the prospectus shall apply to the prospectus of corporate bonds. Article 17 to apply for the listing of Securities for trading, a listing announcement shall be prepared in accordance with the provisions, and the announcement shall be made after being examined and approved by the Shenzhen Stock Exchange.
Article 18 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the listing announcement to ensure that the information disclosed is true, accurate and complete. The listing announcement shall be affixed with the official seal of the issuer.
Article 19 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Section II periodic report
Article 20 the periodic reports to be disclosed by the company include annual reports and interim reports. 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. Article 21 the annual report shall be prepared and disclosed within four months from the end of each fiscal year and the interim report 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 prescribed by the CSRC.
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;
Article 24 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 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 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 listed company.
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.
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 listed company. Where a listed company does not disclose, 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. Article 25 Where a listed company expects a loss or a substantial change in its operating performance, it shall make a performance forecast in time.
Article 26 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 listed company shall timely disclose the relevant financial data of the reporting period.
Article 27 Where a non-standard audit opinion is issued in the financial and accounting report in the periodic report, the board of directors of the listed company shall make a special explanation on the matters involved in the audit opinion.
If the financial and accounting report in the periodic report is issued with non-standard audit opinions, and the stock exchange believes that it is suspected of violating the law, it shall submit it to the CSRC for investigation.
Article 28 Where a listed company fails to disclose its annual report and interim report within the prescribed time limit, the CSRC shall immediately file a case for investigation, and the stock exchange shall deal with it in accordance with the stock listing rules.
Article 29 the format and Compilation Rules of the annual report and interim report shall be formulated by the CSRC and the stock exchange.
Section III interim report
Article 30 when a major event occurs that may have a great impact on the trading price of securities and their derivatives of a listed company, and the investor has not been informed of it, the listed company shall immediately disclose it and 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) 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 listed 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 and are suspected of violating laws and regulations and filed for investigation or investigation by the CSRC
