Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as the “company”) and other information disclosure obligors, strengthen the management of information disclosure affairs and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) This system is formulated in combination with the actual situation of the company and relevant laws, regulations and normative documents such as the measures for the administration of information disclosure of listed companies, as well as the relevant provisions of the Blue Sail Medical Co.Ltd(002382) articles of association.
Article 2 the “information” mentioned in this system refers to the information that has or may have a great impact on the trading price of the company’s shares and their derivatives or affect the decision-making of investors, 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 and 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, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and other relevant provisions.
The term “disclosure” as mentioned in this system refers to the information disclosure obligor’s announcement of information on the media designated by the CSRC in accordance with laws, administrative regulations, departmental rules, normative documents, stock listing rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and other relevant provisions. The material information not publicly disclosed is the material information not publicly disclosed.
Chapter II Basic Principles and general provisions of information disclosure
Article 3 basic principles of information disclosure:
(I) earnestly fulfill the responsibility of continuous information disclosure of the company and truthfully disclose information in strict accordance with relevant regulations;
(II) the company and its directors, supervisors and senior managers shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information;
(III) the company guarantees that all shareholders have equal access to the information disclosed by the company, and strives to create an economic and convenient way for investors to obtain information;
(IV) 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.
(V) the information disclosed by the company shall be easy to understand, and the fact descriptive language shall be used to explain the true situation of the event concisely, clearly and easily, without false records, misleading statements or major omissions.
(VI) ensure that the publicly disclosed information is submitted to Shenzhen Stock Exchange within the specified time.
Article 4 when the company is unable to determine whether the relevant information must be disclosed, it shall seek the opinions of the securities regulatory department and decide on the time and method of disclosure after examination.
Article 5 the information disclosure websites and newspapers designated by the CSRC are the media for publishing company announcements and other information that needs to be disclosed.
The company shall not release information on the company’s website and other media before the designated newspapers and designated websites. The company shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, and shall not replace the temporary reporting obligations in the form of regular reports.
Article 6 the company shall submit the draft of the information disclosure announcement and relevant documents for future reference to the Shandong regulatory bureau of the CSRC, and keep them at the company’s domicile for public inspection.
Article 7 the company’s information disclosure documents shall be in Chinese.
Chapter III contents and standards of information disclosure
Article 8 the information that the company shall publicly disclose mainly includes:
(I) regular reports of the company, including annual reports, interim reports and quarterly reports;
(II) an interim report publicly released by the company according to law in case of major events that may have a great impact on the trading price of the company’s securities and their derivatives;
(III) the company’s prospectus, prospectus and listing announcement, acquisition report, etc.
Article 9 the company’s information disclosure standards shall strictly comply with the provisions of the stock listing rules, the Blue Sail Medical Co.Ltd(002382) articles of association and other relevant laws and regulations.
Article 10 periodic reports
(I) the regular reports that the company should disclose include: annual report, interim report and quarterly report.
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.
(II) the annual report shall be prepared and disclosed within 4 months from the end of each fiscal year, the interim report within 2 months from the end of the first half of each fiscal year, and the quarterly report within 1 month after the end of the third and ninth months of each fiscal year.
The report of the first quarter of the year shall not be disclosed earlier than that of the previous quarter.
(III) the content, format and preparation rules of annual report, interim report and quarterly report shall be implemented in accordance with the relevant provisions of the CSRC.
(IV) the contents of the periodic report shall be reviewed and approved by the board of directors of the company, and the periodic report without the review and approval of the board of directors shall not be disclosed.
The directors, supervisors and senior managers of the company shall sign written confirmation opinions on whether the periodic report is true, accurate and complete according to law, and shall not entrust others to sign it, nor refuse to sign it for any reason. 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 be true, accurate Completely reflect the actual situation of the 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 company. If the company does not disclose, the 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.
(V) if the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
(VI) 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.
(VII) if 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 for the matters involved in the audit opinion.
Article 11 interim report
(I) when a major event that may have a great impact on the trading price of the company’s securities and their derivatives occurs and the investor has not been informed, the company shall immediately disclose the cause, current status and possible impact of the event. The major events referred to in this paragraph include:
1. Major events specified in paragraph 2 of Article 80 of the securities law;
2. The company is liable for large amount of compensation;
3. The company makes provision for impairment of large assets;
4. The shareholders’ equity of the company is negative;
5. The main debtors of the company are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
6. The newly promulgated laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
7. The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off and listing or listing;
8. 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;
9. Major assets are sealed up, seized or frozen; Major bank accounts are frozen;
10. Loss or substantial change in the company’s expected 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 matters prescribed by the CSRC.
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.
(II) if the company changes its name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact telephone number, it shall be disclosed immediately.
(III) the company and relevant information disclosure obligors shall timely perform the information disclosure obligations of major events at any of the following time points:
1. When the board of directors or the board of supervisors forms a resolution on the major event;
2. When the parties concerned sign a letter of intent or agreement on the major event;
3. When the directors, supervisors or senior managers are aware of the occurrence of the major event and report it;
4. Other circumstances in which major events occur.
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:
1. The major event is difficult to keep confidential;
2. The major event has been leaked or there are rumors in the market;
3. Abnormal transactions of the company’s securities and their derivatives.
(IV) after the company discloses major events, if there is progress or change in the disclosed major events that may have a great impact on the trading price of the company’s securities and their derivatives, the progress or change and possible impact shall be disclosed in time.
(V) if the major events specified in paragraph 1 of this article occur in the holding subsidiary of the company and may have a great impact on the trading price of the company’s securities and their derivatives, the company shall perform the obligation of information disclosure.
In case of any event that may have a great impact on the trading price of the company’s securities and their derivatives, the company shall perform the obligation of information disclosure.
(VI) if the company’s acquisition, merger, division, issuance of shares, repurchase of shares and other acts lead to significant changes in the company’s total share capital, shareholders and actual controllers, the company and relevant information disclosure obligors shall perform the obligation of reporting and announcement according to law and disclose the changes in equity.
(VII) if the trading of the company’s securities and their derivatives is recognized as abnormal trading by the CSRC or Shenzhen Stock Exchange, the company shall timely understand the influencing factors causing abnormal fluctuations in the trading of securities and their derivatives and disclose them in a timely manner.
(VIII) the company shall pay attention to the abnormal transactions of the company’s securities and their derivatives and the media reports on the company.
In case of abnormal trading of securities and their derivatives or news appearing in the media that may have a significant impact on the trading of the company’s securities and their derivatives, the company shall timely learn the real situation from relevant parties and make inquiries in writing if necessary.
The controlling shareholders, actual controllers and persons acting in concert of the company shall timely and accurately inform the company whether there is any planned equity transfer, asset restructuring or other major events, and cooperate with the company in information disclosure.
(IX) if the company dismisses the accounting firm, it shall timely notify the accounting firm after the resolution of the board of directors. When the general meeting of shareholders of the company votes on dismissing the accounting firm, the accounting firm shall be allowed to state its opinions. If the general meeting of shareholders makes a resolution to dismiss or replace the accounting firm, the company shall explain the specific reasons for the replacement and the statements and opinions of the accounting firm at the time of disclosure.
Chapter IV information transmission, review and disclosure process
Article 12 preparation, review and disclosure procedures of the company’s periodic reports:
(I) the chairman, President, chief financial officer, Secretary of the board of directors and other senior managers of the company shall timely organize relevant personnel to prepare the draft periodic report and submit it to the board of directors for deliberation;
(II) the Secretary of the board of directors shall be responsible for serving it to the directors for review;
(III) the chairman of the board of directors is responsible for convening and presiding over the meetings of the board of directors to review periodic reports;
(IV) the board of supervisors is responsible for reviewing the periodic reports prepared by the board of directors;
(V) the Secretary of the board of directors is responsible for organizing the disclosure of periodic reports.
Article 13 reporting, transmission, review and disclosure procedures of major events of the company:
(I) when the company’s directors, supervisors and senior managers know that a major event has occurred or is about to occur, they shall immediately perform the reporting obligation and report to the chairman or the chairman through the president without delay;
(II) after receiving the report, the chairman of the board of directors shall immediately notify or convene the board of directors to form relevant resolutions, and urge the Secretary of the board of directors to organize the disclosure of the interim report;
(III) the directors, supervisors and senior managers have learned that the controlling shareholders, actual controllers and their affiliates of the company have the following problems:
