Shanghai Sk Automation Technology Co.Ltd(688155)
Information disclosure system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as the “company” or “listed company”) and protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, in accordance with the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China, the standards for the governance of listed companies and the measures for the administration of information disclosure of listed companies This system is formulated in combination with the actual situation of the company in accordance with the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Stock Listing Rules”), the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”) and the provisions of relevant laws, regulations and rules.
Article 2 the company and relevant information disclosure obligors shall disclose information in a timely and fair manner to ensure the authenticity, accuracy and completeness of the information disclosed
Article 3 the directors, supervisors and senior managers of the company shall ensure that the company discloses information in a timely and fair manner and that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. If a director, supervisor or senior manager has any objection to the contents of the announcement, he shall make a corresponding statement in the announcement and explain the reasons.
Article 4 the company shall establish an insider information management system. The company and its directors, supervisors, senior managers and other insiders shall control the insiders to the minimum before information disclosure.
Insiders of inside information shall not buy or sell the company’s shares, disclose inside information or suggest others to buy or sell the company’s shares before the inside information is made public.
Article 5 the company’s information disclosure documents mainly include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 6 the information disclosed by the company according to law shall be published on the website of Shanghai Stock Exchange and the media meeting the conditions stipulated by the CSRC, and shall be kept at the company’s domicile and stock exchange for public inspection.
Article 7 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 requirements of 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 requirements of 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. If the company and relevant information obligors really need it, they can release the information to be disclosed through press conferences, media interviews, the company’s website, online self media and other means during non trading hours, but the company shall disclose relevant announcements before the beginning of the next trading period.
Article 8 information disclosure is the continuous responsibility of the company, and the company shall perform the obligation of continuous information disclosure in good faith.
Chapter II Contents and standards of information disclosure
Section I periodic report
Article 9 the periodic reports to be disclosed by the company include annual reports, semi annual reports and quarterly reports. All information that has a significant impact on investors’ investment decisions shall be disclosed.
Article 10 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 11 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 12 the financial and accounting reports in the annual report shall be audited by an accounting firm with securities and futures related business qualifications. Where the company plans to issue shares or convert capital reserve into share capital, the financial and accounting reports of the semi annual report or quarterly report on which it is based shall be audited; Only cash dividends can be exempted from audit.
Article 13 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 and nine 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 timely announce the reasons, solutions and expected time of disclosure.
Article 14 the company shall make an appointment with the stock exchange for the disclosure time of the periodic report. If it is necessary to change the disclosure time for some reason, it shall apply to the stock exchange for change five trading days in advance, and the stock exchange shall decide whether to adjust it according to the situation.
Article 15 the board of directors of the company shall prepare and review periodic reports to ensure timely disclosure.
The company shall not disclose periodic reports that have not been examined and approved by the board of directors. If the periodic report is not reviewed or approved by the board of directors, the company shall disclose the reasons and existing risks, the special instructions of the board of directors and the opinions of independent directors.
Article 16 the board of supervisors of the company shall review the periodic report and explain whether the preparation and review procedures of the periodic report comply with relevant regulations and whether the content is true, accurate and complete in the form of a resolution of the board of supervisors.
Article 17 the directors and senior managers of the company shall sign written opinions on the periodic reports to ensure that the periodic reports are true, accurate and complete; If there is any objection to the contents of the periodic report, the reasons shall be explained and disclosed. Directors and senior managers shall not refuse to sign written opinions on periodic reports for any reason.
Article 18 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.
Article 19 Where a company’s financial and accounting report is issued with non-standard audit opinions by an accounting firm, the company shall disclose the following documents while disclosing its periodic report in accordance with the provisions of the rules for the preparation of information disclosure by companies that offer securities to the public No. 14 – treatment of non-standard audit opinions and matters involved:
(I) special explanations and resolutions of the board of directors on matters related to audit opinions;
(II) opinions of independent directors on matters related to audit opinions;
(III) opinions and resolutions of the board of supervisors on the special instructions of the board of directors;
(IV) special instructions issued by accounting firms and certified public accountants;
(V) other documents required by CSRC and Shanghai Stock Exchange.
Article 20 if the company’s financial and accounting report is issued with non-standard audit opinions by an accounting firm, and the matters involved are obviously in violation of the accounting standards and relevant information disclosure regulations, the company shall correct the relevant matters, and timely disclose the corrected financial and accounting materials, the audit report or special assurance report issued by the accounting firm and other relevant materials.
Article 21 Where there are errors or false records in the company’s periodic reports, which are ordered to make corrections by the relevant authorities or the board of directors decides to make corrections, it shall be disclosed in time in accordance with the relevant provisions of the CSRC after being ordered to make corrections or the board of directors makes corresponding decisions.
Article 22 Where the company expects to suffer losses or make significant changes in its operating performance, it shall make a performance forecast in time.
Article 23 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 disclose the relevant financial data of the reporting period in time.
Article 24 If the company fails to disclose the quarterly report within the prescribed time limit, the trading of the company’s shares shall be suspended for one day on the date of expiration of the report disclosure period. If the expiration date is a non trading day, the trading shall be suspended for one day on the next trading day.
Article 25 If the company fails to disclose the annual report or semi annual report within the specified time limit, the trading of the company’s shares shall be suspended from the date of expiration of the report disclosure period until the date when the company discloses the relevant periodic report. If the announcement disclosure date is a non trading day, trading shall be resumed on the first trading day after the announcement disclosure. If the company fails to disclose the annual report or semi annual report, the suspension period shall not exceed 2 months. During the suspension period, the company shall issue at least three risk warning announcements.
Article 26 Where the company fails to disclose the quarterly report and the annual report or semi annual report is not disclosed at the same time, the trading of the company’s shares shall be suspended and resumed in accordance with the relevant provisions of the preceding paragraph.
Article 27 the contents, formats and preparation rules of annual reports, semi annual reports and quarterly reports shall be implemented in accordance with the relevant provisions of the CSRC and the stock exchange.
Section II performance forecast and performance express
Article 28 in case of any of the following situations in the company’s expected annual operating performance, the company shall make a performance forecast within one month from the end of the accounting year:
(I) the net profit is negative;
(II) the net profit increased or decreased by more than 50% compared with the same period of last year;
(III) turning losses into profits.
If the company expects the semi annual and quarterly performance to be in one of the above situations, it can make a performance forecast.
The directors, supervisors and senior managers of the company shall timely and comprehensively understand and pay attention to the operation and financial information of the company, make necessary communication with the accounting firm, and prudently judge whether they meet the conditions specified in this article. Article 29 If the company is not expected to disclose the annual report within 2 months from the end of the fiscal year, it shall disclose the performance express report in accordance with the requirements of Article 30 of the system within 2 months from the end of the fiscal year
Article 30 before the disclosure of the periodic report, the company may issue a performance express to disclose the main financial data and indicators such as operating income, operating profit, total profit, net profit, total assets, net assets, earnings per share, net assets per share and return on net assets for the current period and the same period of the previous year.
Before the disclosure of the regular report, the company shall submit the unpublished regular financial data to the relevant state authorities. If it is expected that it cannot be kept confidential, it shall publish the performance express report in time.
In case of early disclosure of performance before the disclosure of regular reports, or abnormal fluctuations in the company’s stock trading due to performance rumors, the company shall disclose the performance express in time.
Article 31 the company shall ensure that there is no significant difference between the financial data and indicators disclosed in the performance express report and the regular report.
Before the disclosure of the periodic report, if the company finds that the difference between the performance express and the financial data and indicators of the periodic report is more than 10%, it shall disclose the correction announcement in time.
Section III interim report
Article 32 in case of any major event 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 the cause, current status and possible impact of the event.
The above-mentioned major events 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 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 and the stock exchange.
If the controlling shareholder or actual controller of the company has a great impact on the occurrence and progress of major events, it shall timely inform the listed company of the relevant information it knows in writing, and cooperate with the company to fulfill the obligation of information disclosure. Article 33 alteration
