Hc Semitek Corporation(300323)
Information disclosure system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Hc Semitek Corporation(300323) (hereinafter referred to as “the company”), promote the standardized operation of the company in accordance with the law, and safeguard the legitimate rights and interests of the company and shareholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem This information disclosure system is formulated in accordance with the requirements of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs, measures for the management of information disclosure of listed companies and Hc Semitek Corporation(300323) articles of association.
Article 2 the term “information disclosure” as mentioned in this system refers to the information that may have a significant impact on the trading price of the company’s securities and derivatives and is not known to the investors, which shall be announced to the public through the specified media in the specified way within the specified time, and the announcement and relevant reference documents shall be submitted to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). The main disclosure documents include prospectus, listing report, etc. Article 3 this system is applicable to the following personnel and institutions:
(I) the board of directors and the board of supervisors of the company;
(II) directors, supervisors, Secretary of the board of directors and other senior managers of the company;
(III) all departments of the company, all holding subsidiaries (including direct and indirect holding), all joint-stock companies (if any) and their main principals;
(IV) controlling shareholders, actual controllers and shareholders holding more than 5% of the shares of the company;
(V) other information disclosure obligors stipulated by laws, regulations and normative documents.
The management department of the company’s information disclosure affairs is a permanent institution responsible for the company’s information disclosure.
The company appoints the Secretary of the board of directors of the company to be specifically responsible for information disclosure. Except for the written authorization of the board of directors and compliance with the relevant provisions of the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – Management of information disclosure affairs and the articles of association, the company shall not release any material information not disclosed by the company.
Chapter II Basic Principles of information disclosure
Article 4 the company and relevant information disclosure obligors shall, in accordance with laws, administrative regulations, departmental rules, normative documents, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standard operation of listed companies on GEM and other relevant provisions Fairly disclose all information or matters that may have a great impact on the trading price or investment decision of the company’s shares and their derivatives, and ensure that the disclosed information is true, accurate, complete, timely, fair, concise, clear and easy to understand, without false records, misleading statements or major omissions.
Article 5 the company and its directors, supervisors and senior managers shall faithfully and diligently perform their duties and ensure the authenticity, accuracy, integrity, timeliness and fairness of the information disclosed. If the above guarantee cannot be made, they shall make a corresponding statement in the announcement and explain the reasons. If the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall disclose them.
Article 6 “Truthfulness” as mentioned in this system means that the information disclosed by listed companies and relevant information disclosure obligors shall be based on objective facts or judgments and opinions with factual basis, truthfully reflect the objective situation, and there shall be no false records and false statements.
Article 7 The term “accuracy” as mentioned in this system refers to that the information disclosed by the company and relevant information disclosure obligors shall use clear and appropriate language, concise and easy to understand words, the content shall be easy to understand, and shall not contain any words of publicity, advertising, compliment or exaggeration, and misleading statements.
When disclosing predictive information and other information related to the company’s future operation and financial status, the company shall be reasonable, cautious and objective, and fully disclose the risk factors involved in the relevant information, so as to remind investors of the possible risks and uncertainties in clear warning words.
Article 8 The term “integrity” as mentioned in this system means that the information disclosed by the company and relevant information disclosure obligors shall be complete in content, complete in documents, and in format in accordance with the specified requirements, without major omissions.
Article 9 The term “timely” as mentioned in this system means that the company and relevant information disclosure obligors shall disclose major information within the time limit specified in the Shenzhen Stock Exchange GEM Listing Rules.
Article 10 the term “fairness” as mentioned in this system 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 have equal access to the same information, shall not implement differential treatment policies, and shall not separately disclose, disclose or disclose undisclosed major information to specific objects in advance.
Article 11 the information disclosed by the company includes regular reports and interim reports.
The company and relevant information disclosure obligors shall timely submit the announcement manuscripts and relevant documents for future reference to the Shenzhen stock exchange through the online business zone of listed companies of the Shenzhen Stock Exchange and other methods recognized by the Shenzhen Stock Exchange, and the submitted documents shall meet the requirements of the Shenzhen Stock Exchange. Article 12 the company’s announcement documents shall be disclosed to the public through qualified media.
If the company fails to disclose according to the set time, or the contents of the documents disclosed in the qualified media are inconsistent with the contents of the documents submitted to the Shenzhen stock exchange for registration, it shall immediately report and disclose to the Shenzhen Stock Exchange.
Article 13 the announcement manuscripts and relevant documents for future reference submitted by the company and relevant information disclosure obligors shall be in Chinese. If foreign texts are adopted at the same time, the information disclosure obligors shall ensure that the contents of the two texts are consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Article 14 the information disclosed by the company shall be consistent, the financial information shall have a reasonable cross check relationship, and the non-financial information shall be able to confirm each other without contradiction. If there are significant differences between the disclosed information and the disclosed information, the reasons shall be fully disclosed and a reasonable explanation shall be made.
Article 15 the company’s announcement manuscript shall be focused and logical, avoid using a large number of professional terms, too obscure expressions, foreign languages and their abbreviations, and avoid vague, empty, temsectord, redundant and repeated information.
Article 16 in addition to the information required to be disclosed according to law, the company and relevant information disclosure obligors may voluntarily disclose information related to investors’ value judgment and investment decision-making.
If the company and relevant information disclosure obligors make voluntary information disclosure, they shall abide by the principle of fair information disclosure, maintain the integrity, continuity and consistency of information disclosure, avoid selective information disclosure, and shall not conflict with the information disclosed according to law or mislead investors. If the disclosed information changes significantly and may affect the investment decision, the progress announcement shall be disclosed in time until the matter is completely completed.
Where the company and relevant information disclosure obligors disclose information in accordance with the provisions of the preceding paragraph, they shall disclose information in accordance with the same standard in case of similar events.
Article 17 Where the information to be disclosed by the company and relevant information disclosure obligors belongs to state secrets, trade secrets and other situations, and the disclosure or performance of relevant obligations in accordance with these measures may lead to violation of domestic and foreign laws and regulations, improper competition, damage to the interests of the company and investors, or mislead investors, they may be exempted from disclosure.
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.
Where the information that has been suspended from disclosure is leaked or there are market rumors, the listed company shall timely verify the relevant information and disclose it.
If Shenzhen Stock Exchange believes that relevant rumors may have a great impact on the trading price or investment decision of the company’s shares and their derivatives, it can ask the company to verify and clarify. The company shall verify within the time limit required by the Shenzhen Stock Exchange and timely disclose or clarify.
When circumstances or events occur, occur or are 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 timely perform the internal reporting procedures. After receiving the report, the chairman shall immediately report to the board of directors and urge the Secretary of the board of directors to organize the disclosure of the interim report.
If the reasons for the suspension of disclosure have been eliminated, the listed company shall timely announce the relevant information and disclose the reasons for the suspension of disclosure of the information and the approval of the company’s internal registration.
Article 18 the company and relevant information disclosure obligors shall not replace information disclosure or disclose unpublished major information in the form of press release or answering reporters’ questions.
If the company and relevant information disclosure 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 19 the company and relevant information disclosure obligors shall not provide the company’s undisclosed material information when communicating with specific objects through performance briefing, analyst meeting, roadshow, acceptance of investor research and other forms.
If the documents submitted by the company to shareholders, actual controllers and other third parties involve undisclosed material information, they shall be disclosed in accordance with these measures.
Article 20 if the company and relevant information disclosure obligors apply the relevant information disclosure requirements of the Shenzhen Stock Exchange, which may make it difficult for them to reflect the actual situation of business activities, meet the industrial regulatory requirements or the relevant provisions of the place of registration of the company, they may apply to the Shenzhen Stock Exchange for adjustment and application, but shall explain the reasons and alternative schemes.
Where the Shenzhen Stock Exchange believes that the application should not be adjusted, the company and relevant information disclosure obligors shall implement the relevant provisions of the Shenzhen Stock Exchange.
Article 21 the major events of the company’s holding subsidiaries specified in these Measures shall be deemed as major events of the company, and the provisions of these Measures shall apply.
Chapter III contents of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 22 the preparation of the prospectus by the company shall comply with the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as 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 registered with the CSRC, the company shall announce the prospectus before the issuance of securities.
Article 23 the directors, supervisors and senior managers of the company shall sign a written confirmation opinion on the prospectus to ensure that the information disclosed is true, accurate and complete. The prospectus and other information disclosure documents shall be affixed with the official seal. Article 24 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 25 to apply for securities listing and trading, a listing announcement shall be prepared in accordance with the provisions of the Shenzhen Stock Exchange, and shall be announced after being examined and approved by the 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.
Article 26 Where professional opinions or reports of sponsors and securities service institutions are quoted in the prospectus and listing announcement, the relevant contents shall be consistent with the contents of documents issued by sponsors and securities service institutions to ensure that the opinions of sponsors and securities service institutions are not misleading.
Article 27 the provisions of this system on the prospectus shall apply to the prospectus of corporate bonds.
Article 28 after issuing new shares to specific objects, the company shall disclose the issuance report according to law.
Section II periodic report
Article 29 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly reports. The company shall prepare and disclose periodic reports in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
Article 30 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim report within two months from the end of the first half of each fiscal year, and the quarterly report within one month after the end of the third and ninth months of each fiscal year.
The disclosure time of the first quarter report 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 the Shenzhen Stock Exchange in time, and announce the reasons, solutions and deadline for delayed disclosure.
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 company’s top ten shareholders;
(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.
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 top ten shareholders of the company, and the changes of the 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.
