Yantai Tayho Advanced Materials Co.Ltd(002254)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Yantai Tayho Advanced Materials Co.Ltd(002254) (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 (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the governance standards of listed companies and the measures for the administration of information disclosure of listed companies This system is formulated in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the stock listing rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs, and the Yantai Tayho Advanced Materials Co.Ltd(002254) articles of association.
Article 2 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in accordance with the relevant provisions of laws and regulations such as the measures for the administration of information disclosure of listed companies and the stock listing rules. Article 3 the obligors of the company’s information disclosure are directors, supervisors, senior managers and the main principals of various departments and holding subsidiaries. Shareholders holding more than 5% of the company’s shares and related persons of the company, including related legal persons, related natural persons and potential related persons, shall also undertake corresponding information disclosure obligations.
This system is binding on the above information disclosure obligors. Information disclosure obligors shall strictly abide by relevant national laws, regulations and the provisions of this system, perform the obligation of information disclosure and abide by the discipline of information disclosure. Article 4 the company’s information disclosure shall reflect the principle of openness, fairness and fairness to all shareholders. The company shall disclose information to all investors in a true, accurate, complete and timely manner at the same time, and there shall be no false records, misleading statements or major omissions.
Article 5 in addition to disclosing information in accordance with mandatory provisions, the company shall actively and timely disclose all 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 6 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.
The company shall state in the prominent position of the announcement that all directors, supervisors and senior managers of the company guarantee the authenticity, accuracy and completeness of the information disclosure, and shall be responsible for the false records, misleading statements or major omissions in the announcement.
If the directors, supervisors and senior managers of the company cannot guarantee the authenticity, accuracy and completeness of the contents of the announcement, they shall make a statement in the announcement and explain the reasons.
Article 7 before the disclosure of inside information according to law, any insider shall not disclose or disclose the information, and shall not use the information for insider trading.
Article 8 the company’s information disclosure documents mainly include prospectus, prospectus, listing announcement, regular report and interim report, etc.
Article 9 when disclosing information according to law, the company shall submit the announcement manuscript and relevant documents for future reference to Shenzhen stock exchange for examination and registration, and publish them in qualified media.
The announcement manuscripts issued by the company shall use factual description language to ensure that their contents are concise and easy to understand, highlight the essence of the event, and shall not contain any words and sentences of publicity, advertising, compliment or slander. The information mentioned in the previous article shall not be released on the company’s website or other media before the designated media, shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, and shall not replace the interim reporting obligations in the form of regular reports.
Article 10 the company shall keep the draft of information disclosure announcement and relevant documents for future reference at the company’s residence for the public to consult.
Article 11 the company’s information disclosure documents shall be in Chinese. If foreign texts are adopted at the same time, the contents of the two texts shall be consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Chapter II Scope and standards of information disclosure
Section 1 types of information disclosure documents
Article 12 the types of documents for the company’s information disclosure mainly include:
(I) regular reports publicly released by the company according to law, including interim reports and annual reports;
(II) the company’s interim report publicly released according to law, including the announcement of the resolution of the general meeting of shareholders, the announcement of the resolution of the board of directors and the announcement of the resolution of the board of supervisors; Announcement on acquisition and sale of assets; Announcement of connected transactions, supplementary announcement, rectification announcement and other important matters, as well as other matters deemed necessary to be disclosed by Shenzhen Stock Exchange; (III) the prospectus published in the company’s issuance of new shares, the prospectus published in the allotment of shares, the announcement on the listing of shares and the announcement on the issuance of convertible bonds, etc.
Section 2 prospectus, prospectus and listing announcement
Article 13 the preparation of the prospectus by the 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 prospectus shall be announced before the issuance of securities.
Article 14 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 stamped with the official seal of the company.
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 when applying for securities listing and trading, the company shall prepare a listing announcement in accordance with the provisions of Shenzhen Stock Exchange, and make an announcement after being examined and approved by Shenzhen Stock Exchange.
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 company.
Article 17 Where the prospectus or listing announcement quotes the professional opinions or reports of the sponsors and securities service institutions, the relevant contents shall be consistent with the contents of the documents issued by the sponsors and securities service institutions to ensure that the opinions of the sponsors and securities service institutions are not misleading.
Article 18 the provisions of Articles 13 to 17 of the system on the prospectus shall apply to the prospectus.
Article 19 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Section III 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 report in the annual report shall be audited by an accounting firm qualified for securities and futures related business.
Article 21 the annual report shall be made within 4 months from the end of each fiscal year, and the interim report shall be made within 2 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 or Shenzhen Stock Exchange.
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 prescribed by the CSRC or Shenzhen Stock Exchange.
Article 24 the directors and senior managers of the company shall sign written confirmation opinions on the periodic reports. The board of supervisors shall put forward written review opinions to 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 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 state the reasons, express their opinions and disclose them.
Article 25 in case of loss or substantial change in the company’s expected operating performance, the company shall timely make performance forecast in accordance with the relevant provisions of Shenzhen Stock Exchange.
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 company shall timely disclose the relevant financial data of the reporting period. Article 27 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 28 the content, format and preparation rules of the annual report and interim report shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Section IV interim report
Article 29 interim report refers to the announcement other than the regular report issued by the company in accordance with laws, regulations and normative documents, including but not limited to the resolutions of the board of directors, the board of supervisors, the general meeting of shareholders, transactions to be disclosed, connected transactions, other major events to be disclosed, etc.
Other major events mainly include the situations listed in articles 39 to 53 of this section.
The interim report (except the announcement of the board of supervisors) shall be issued by the board of directors and affixed with the official seal of the board of directors.
Article 30 the company shall timely perform the obligation of initial disclosure after the major events involved in the interim report first touch 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.
Major events that may have a great impact on the trading price of the company’s shares and their derivatives (hereinafter referred to as “company securities”) are in the planning stage. Although the time point specified above has not been touched, in case of any of the following circumstances, the company shall timely disclose the relevant planning information and existing facts:
1. The major event is difficult to keep confidential;
2. The major event has been leaked or there are rumors about the event in the market;
3. Abnormal trading of the company’s shares and their derivatives.
Article 31 after the company discloses a major event, if there is a progress or change in the disclosed major event that may have a great impact on the company’s securities trading price, the progress or change and the possible impact shall be disclosed in time.
Article 32 when the company holds a meeting of the board of directors, it shall timely report the resolutions of the board of directors (including the resolutions of the board of directors whose proposals are rejected) to Shenzhen stock exchange for the record after the meeting.
(I) if the resolution of the board of directors involves matters that need to be voted by the general meeting of shareholders or major events that need to be disclosed, the company shall disclose them in time; If Shenzhen Stock Exchange deems it necessary to disclose other matters, the company shall also disclose them in time.
(II) if the resolution of the board of directors involves major matters and needs to be announced in accordance with the relevant provisions of the CSRC or the guidelines for announcement format formulated by Shenzhen Stock Exchange, the company shall disclose the announcement of the resolution of the board of directors and the announcement of relevant major matters respectively.
Article 33 when the company holds a meeting of the board of supervisors, it shall timely submit the resolution of the board of supervisors to Shenzhen stock exchange for filing after the meeting, and make an announcement after being registered by Shenzhen Stock Exchange.
Article 34 When convening the shareholders’ meeting, the company shall send the notice of the shareholders’ meeting to the shareholders in the form of announcement 20 days before the annual shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting; On the day when the general meeting of shareholders ends, the draft of the announcement of the resolution of the general meeting of shareholders, the resolution of the general meeting of shareholders and the legal opinion shall be submitted to Shenzhen Stock Exchange, and the announcement of the resolution of the general meeting of shareholders shall be disclosed after being registered by Shenzhen Stock Exchange.
(I) if the general meeting of shareholders is postponed or cancelled for some reason, the company shall issue a notice at least 2 trading days before the originally scheduled date to explain the specific reasons for the postponement or cancellation. If the shareholders’ meeting is postponed, the company shall announce the postponed date in the notice;
(II) if the shareholders put forward an interim proposal 10 days before the shareholders’ meeting, the company shall issue a supplementary notice of the shareholders’ meeting within 2 days after receiving the proposal, and disclose the name of the shareholders who put forward the interim proposal, the shareholding ratio and the content of the new proposal;
(III) when shareholders convene the general meeting of shareholders by themselves, they shall notify the board of directors of the company in writing before issuing the notice of the general meeting of shareholders, and submit relevant documents to Shenzhen stock exchange for filing.
(IV) if an emergency occurs during the shareholders’ meeting and the meeting cannot be held normally, the company shall immediately report to Shenzhen Stock Exchange, explain the reasons and disclose the relevant information.
(V) if the event notified by the company to the shareholders at the general meeting of shareholders is a major event that has not been disclosed, the notified event shall be disclosed at the same time as the announcement of the resolution of the general meeting of shareholders.
Article 35 the transactions to be disclosed by the company include the following matters:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including entrusted loans);
(IV) providing guarantee (including guarantee for holding subsidiaries, etc.)
