Ledman Optoelectronic Co.Ltd(300162)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to standardize the management of Ledman Optoelectronic Co.Ltd(300162) (hereinafter referred to as the company) information disclosure, improve the quality of the company’s information disclosure and ensure the timeliness, fairness, authenticity, accuracy and integrity of the company’s information disclosure, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of information disclosure of listed companies This system is formulated in accordance with the provisions of the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”) and the provisions of laws, regulations and normative documents such as the guidelines for the content and format of information disclosure issued by the CSRC, and in combination with the specific situation of the company.
Article 2 the information disclosed according to law shall be published on the website of the stock exchange and the media meeting the conditions prescribed by the CSRC, and shall be kept at the domicile of the listed company and the stock exchange for the public to consult.
The information disclosure obligor shall submit the information disclosure announcement draft and relevant documents for future reference to the securities regulatory bureau of the place where the listed company is registered.
Article 3 this system is applicable to the following personnel and institutions:
(I) secretary of the board of directors and Information Disclosure Management Department of the company;
(II) directors and board of directors of the company;
(III) the company’s supervisors and the board of supervisors;
(IV) senior management of the company;
(V) responsible persons of all departments, branches and subsidiaries of the company;
(VI) controlling shareholders and major shareholders holding more than 5% of the shares of the company;
(VII) other company personnel and departments responsible for information disclosure.
Article 4 the board of directors of the company shall ensure the effective implementation of this system, the timeliness and fairness of the company’s relevant information disclosure, and the authenticity, accuracy and integrity of the information disclosure.
The chairman of the company is the first responsible person for information disclosure, and the Secretary of the board of directors is the main responsible person for information disclosure, responsible for managing information disclosure affairs.
Article 5 the Secretary of the board of directors shall be responsible for organizing the training of information disclosure management system. The Secretary of the board of directors shall regularly carry out relevant training on the information disclosure system for the company’s directors, supervisors, senior managers, heads of departments of the company’s headquarters, branches and subsidiaries and other company personnel and departments responsible for information disclosure.
Chapter II Basic Principles and general provisions of information disclosure
Article 6 the company and relevant information disclosure obligors shall timely perform the obligation of information disclosure in accordance with the law. The information disclosed shall be true, accurate, complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions. The information disclosed by the company and relevant information disclosure obligors shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance. However, unless otherwise provided by laws and administrative regulations.
Article 7 the directors, supervisors and senior managers of the company shall ensure that the information disclosed by the company is true, accurate, complete, timely and fair. If the content of the information disclosed cannot be guaranteed to be true, accurate and complete, they shall make a corresponding statement in the announcement and explain the reasons.
Authenticity means that the information disclosed by the company 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.
Accuracy means that the information disclosed by the company and relevant information disclosure obligors shall be in clear and appropriate language and 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 shall not contain 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.
Integrity 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.
Timely means that the company and relevant information disclosure obligors shall disclose major information within the time limit specified in these rules.
It means that the company shall not disclose the material information to all investors in advance, or shall not disclose the material information to all investors at the same time. It means that the company shall not disclose the material information to the same investors in an equal manner.
Article 8 the company and relevant information disclosure obligors 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. 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 9 the company shall establish and improve the registration and management system of insiders of inside information, strengthen the confidentiality work in the internal circulation of undisclosed major information, minimize the scope of insiders and prevent the disclosure of undisclosed major information. 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 major information is made public..
Article 10 if the company fails to disclose within 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 bourse for registration, it shall immediately report to the stock exchange and disclose them.
Article 11 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 12 the company’s announcement manuscripts 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 13 in addition to the information that needs 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 14 Where a company plans a major event that lasts for a long time, it shall disclose the progress in stages and prompt the relevant risks in time, and shall not refuse to disclose it only on the grounds that the result of the relevant event is uncertain.
If the disclosed matters have changed significantly, which may have a great impact on the trading price or investment decision of the company’s shares and their derivatives, the company shall disclose the progress announcement in time.
Article 15 Where the information to be disclosed by the company and relevant information disclosure obligors belongs to state secrets, trade secrets and other circumstances, and the disclosure or performance of relevant obligations in accordance with the Listing Rules may lead to its violation of domestic and foreign laws and regulations, improper competition, damage to the interests of the company and investors or mislead investors, it may be exempted from disclosure in accordance with the relevant provisions of the stock exchange.
If the information to be disclosed by the company is uncertain and belongs to temporary trade secrets, the timely disclosure may damage the interests of the company or mislead investors, and the insider of the relevant insider information has made a written commitment to confidentiality, the company may suspend the disclosure in accordance with the relevant provisions of the stock exchange.
The company and relevant information disclosure obligors shall carefully determine the suspension and exemption of information disclosure, and shall not arbitrarily expand the scope of suspension and exemption.
If the information delayed from disclosure is indeed difficult to keep secret, has been leaked or there are market rumors, resulting in significant fluctuations in the trading price of the company’s shares and their derivatives, the company shall immediately disclose the planning and progress of relevant matters. Article 16 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 this system.
Article 17 information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 18 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 conditions prescribed by 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 conditions prescribed by the CSRC.
Article 19 information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the company and relevant information disclosure obligors shall ensure that the contents of the two versions are consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Chapter III Scope and content of information disclosure
Section I periodic report
Article 20 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors’ value judgment and investment decision-making shall be disclosed.
The financial and accounting reports in the annual report shall be audited by an accounting firm with securities and futures related business qualifications.
The financial and accounting reports in the semi annual report of the company may not be audited, but under any of the following circumstances, the company shall hire an accounting firm to audit:
(I) it is planned to make profit distribution (except for cash dividends only), convert the accumulation fund into share capital or make up for losses in the second half of the year;
(II) other circumstances that the CSRC or the stock exchange believes should be audited.
The financial information in the company’s quarterly report need not be audited, unless otherwise stipulated by the CSRC or the stock exchange.
Article 21 the accounting firm hired by the company to provide it with financial and accounting report audit, net asset verification and other relevant services shall comply with the provisions of the securities law.
The appointment or dismissal of an accounting firm by the company must be decided by the general meeting of shareholders, and the board of directors shall not appoint an accounting firm before the decision of the general meeting of shareholders.
When the company dismisses or does not renew the appointment of an accounting firm, it shall notify the accounting firm in advance. When the shareholders’ meeting of the company votes on the dismissal of the accounting firm, the accounting firm may state its opinions. If the accounting firm proposes to resign, it shall explain to the general meeting of shareholders whether there is any improper situation in the company.
Article 22 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 company’s first quarter report shall not be earlier than the disclosure time 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 stock exchange in time, and announce the reasons for the failure to disclose on schedule, solutions and the deadline for delayed disclosure.
Article 23 the company shall agree with the stock exchange on the disclosure time of periodic reports, and handle the disclosure of periodic reports according to the time arranged by the stock exchange. If it is necessary to change the disclosure time for some reason, it shall submit a written application to the stock exchange five trading days in advance, state the reasons for the change, and specify the disclosure time after the change. The stock exchange shall decide whether to adjust it according to the situation.
Article 24 the board of directors of the company shall ensure that the company’s periodic reports are disclosed on time. If the resolution of the board of directors on the periodic report cannot be formed for some reason, the relevant matters shall be disclosed in the form of announcement of the board of directors, the specific reasons and existing risks for the failure to form the resolution of the board of directors shall be explained, and the opinions of independent directors shall be disclosed.
The company shall not disclose periodic reports that have not been examined and approved by the board of directors.
Article 25 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the company’s periodic reports according to law; The board of supervisors of the company shall review the company’s periodic report prepared by the board of directors according to law and put forward written review opinions, indicating whether the preparation and review procedures of the board of directors for the periodic report comply with laws and regulations, the provisions of the CSRC and the stock exchange, and whether the content of the report truly, accurately and completely reflects the actual situation of the company.
If the directors and supervisors cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall vote against or abstain from the periodic report in the deliberation and review of the board of directors or the board of supervisors.
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 their written 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 26 the directors, supervisors and senior managers of the company shall not refuse to sign written opinions on the company’s periodic reports for any reason, which will affect the timely disclosure of the periodic reports.
Article 27 Where the company’s financial and accounting reports are issued with non-standard audit opinions by certified public accountants, the company shall submit the following documents to the stock exchange at the same time of submitting the regular reports in accordance with the provisions of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 14 – handling of non-standard audit opinions and matters involved (hereinafter referred to as the rules for the preparation and reporting of No. 14) of the CSRC:
(I) the special statement issued by the board of directors for the matters involved in the audit opinion, which meets the requirements of the No. 14 reporting rules, the resolution of the board of directors to consider the special statement and the resolution
