Dawning Information Industry Co.Ltd(603019)
Information disclosure management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of Dawning Information Industry Co.Ltd(603019) (hereinafter referred to as “the company”) information disclosure, standardize the company’s information disclosure, ensure the company’s true, accurate and complete disclosure of information, and safeguard the legitimate rights and interests of the company’s shareholders, especially the public shareholders, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is hereby formulated in accordance with the provisions of the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and the Dawning Information Industry Co.Ltd(603019) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the “information” mentioned in this system refers to the material information that may or has had a significant impact on the prices of the company’s securities and their derivatives, but is not known to the investors, as well as the information required to be disclosed by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the Shanghai Stock Exchange.
The term “information disclosure” as mentioned in this system refers to the publication of the above information to the public in the prescribed manner within the prescribed time and on the prescribed media, and the submission to the CSRC and Shanghai Stock Exchange in accordance with the provisions. Article 3 the term “information disclosure obligors” as mentioned in this system refers to the company and its directors, supervisors, senior managers, shareholders, actual controllers, purchasers, natural persons, units and their related personnel related to major asset restructuring, refinancing and major transactions, property managers and their members, as well as other subjects undertaking information disclosure obligations stipulated by laws, administrative regulations and the CSRC. The chairman is the ultimate responsible person of the company’s information disclosure, and the information disclosure obligor shall be subject to the supervision of China Securities Regulatory Commission and Shanghai Stock Exchange. Article 4 the holding subsidiaries of the company shall abide by the provisions of this system.
Chapter II Basic Principles and general provisions of information disclosure
Article 5 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in accordance with laws, regulations, departmental rules, listing rules, measures and notices issued by Shanghai Stock Exchange and other relevant provisions.
Article 6 the information disclosure obligor shall perform the obligation of information disclosure in a timely manner, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions.
Article 7 the information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance, unless otherwise provided by laws and administrative regulations.
In addition to the information that needs to be disclosed according to law, the information disclosure obligor may voluntarily disclose the information related to the value judgment and decision-making of investors. The information voluntarily disclosed by the information disclosure obligor shall be true, accurate and complete, abide by the principle of fair information disclosure, maintain the continuity and consistency of information disclosure, and shall not be selectively disclosed. The information disclosure obligor shall not use the information disclosure voluntarily disclosed to improperly affect the trading price of the company’s securities and their derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation. The information voluntarily disclosed shall not conflict with the information disclosed according to law, nor 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.
When communicating with investors on the company’s operation, financial status and other matters through annual report explanation meeting, analyst meeting and roadshow, the company shall not disclose or disclose undisclosed major information, and shall conduct online live broadcast to give all investors the opportunity to participate.
When institutional investors, analysts, news media and other specific objects come to the company for on-site visit, discussion and communication, the company shall reasonably and properly arrange the visit process to avoid visitors having the opportunity to obtain undisclosed major information. When the company needs to submit documents and provide undisclosed material information to the company’s shareholders, actual controllers or banks, tax, statistics departments, intermediaries and business negotiation counterparties due to special circumstances, it shall fill in the registration form of insiders in time.
Article 8 the company and all its directors, supervisors and senior managers shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate and complete, that the information disclosure is timely and fair, and that there are no false records, misleading statements or major omissions. If the contents of the report cannot be guaranteed to be true, accurate and complete, a corresponding statement shall be made in the announcement and the reasons shall be explained.
The company shall specify the guarantee liability mentioned in the preceding paragraph in a prominent position of the announcement. If a director, supervisor or senior manager cannot guarantee that the contents of the announcement are true, accurate and complete, he shall make a corresponding statement in the announcement and explain the reasons.
Article 9 if the events occurred or related to the company fail to meet the disclosure standards specified in the listing rules and these systems, or there are no specific provisions in the listing rules and these systems, but the Shanghai Stock Exchange or the board of directors of the company believe that the event may have a great impact on the trading price of the company’s shares and their derivatives, the company shall disclose relevant information in time in accordance with the listing rules and these systems.
Article 10 before information disclosure, the company and its directors, supervisors, senior managers, relevant information disclosure obligors and other insiders shall keep the insiders of the information to a minimum, and shall not disclose the company’s insider information, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Article 11 the company shall clarify the scope of Information Disclosure Responsibilities and confidentiality responsibilities of the company’s internal (including holding subsidiaries) and relevant personnel, so as to ensure that the company’s information disclosure meets the requirements of this system, the listing rules and other laws, regulations and normative documents.
Article 12 the company and relevant information disclosure obligors shall pay attention to the reports of the public media (including major websites) on the company and the trading of the company’s shares and their derivatives, timely understand the real situation from relevant parties, truthfully respond to the inquiries raised by Shanghai Stock Exchange on the above matters within the specified time limit, and truthfully, in accordance with the listing rules, the system and the requirements of Shanghai Stock Exchange Make an accurate, complete, timely and fair announcement on relevant situations.
Article 13 shareholders, actual controllers, purchasers and other relevant information disclosure obligors of the company shall perform their information disclosure obligations in accordance with relevant regulations, actively cooperate with the company in information disclosure, timely inform the company of major events that have occurred or are to occur, and strictly fulfill their commitments.
The shareholders and actual controllers of the company shall pay special attention to the confidentiality of major matters in the planning stage. If there are reports or rumors related to the shareholders and actual controllers of the company that may have a great impact on the trading price of the company’s shares and their derivatives in the public media, the shareholders and actual controllers shall timely and accurately inform the company of the matters involved in the reports or rumors, and actively cooperate with the company’s investigation and relevant information disclosure.
Article 14 the main documents of the company’s information disclosure include the prospectus (including the prospectus for share allotment, the letter of intent for additional issuance, the prospectus for additional issuance, the prospectus for convertible corporate bonds, the prospectus for convertible corporate bonds with separate transactions, etc.), the listing announcement, the acquisition report, the periodic report and the interim report, etc.
The contents of the periodic report shall be examined and approved by the board of directors of the company. Regular reports that have not been examined and approved by the board of directors shall not be disclosed. The directors and senior managers of the company shall sign written confirmation opinions on the periodic reports, stating 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 reports can truly, accurately and completely reflect the actual situation of the company. The board of supervisors shall review the periodic reports prepared by the board of directors and put forward written review opinions. The supervisor shall sign a written confirmation opinion. 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.
When there is a 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, the company shall disclose an interim report in accordance with the provisions and requirements of the securities regulatory authority and Shanghai Stock Exchange, and explain the cause, current status and possible impact of the event. The above-mentioned major events (refer to the information required for the regulatory authorities at the place where the company is listed, the company’s shareholders, other holders of the company’s securities and the public to evaluate the company’s situation; or to avoid the false market in the trading of the company’s securities; or can be reasonably expected to have a significant impact on the trading and price of the company’s securities) include but are not limited to the following matters:
(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; Cards;
(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, and are suspected of violating laws and regulations and are placed on file for investigation by the CSRC, or are subject to administrative punishment by the CSRC, or are 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.
Before disclosing information, the company shall, in accordance with the requirements of the CSRC and Shanghai Stock Exchange, submit the prospectus, listing announcement, acquisition report, periodic report or interim report and other manuscripts and relevant documents for future reference. Article 15 when disclosing information, the company shall comply with laws, regulations, departmental rules, listing rules, measures and notices issued by Shanghai Stock Exchange and other relevant information disclosure standards and content requirements.
Article 16 when disclosing information, the company shall use factual descriptive language to ensure that the content is 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.
Article 17 in case of any error, omission or misleading in the prospectus, listing announcement, acquisition report, periodic report or interim report disclosed by the company, the company shall make an explanation and make an announcement in accordance with the requirements of the CSRC and Shanghai Stock Exchange.
Article 18 the information disclosed according to law shall be submitted to the Shanghai stock exchange for registration, and published on the website of the Shanghai Stock Exchange and the media meeting the conditions prescribed by the CSRC. At the same time, it shall be placed at the company’s domicile and the Shanghai stock exchange for the public to consult.
The full text of the information disclosure documents shall be disclosed on the website of Shanghai 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 Shanghai Stock Exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC. If the company fails to disclose according to the set date, it shall immediately report to the Shanghai Stock Exchange.
The company shall ensure that the documents disclosed on the designated media are completely consistent with the registration contents of Shanghai Stock Exchange.
The company shall not disclose information on the company’s website and other media before the designated media, and shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, or replace the temporary reporting obligations in the form of regular report.
Article 19 the company shall be equipped with communication equipment necessary for information disclosure, strengthen communication and exchange with investors, especially public investors, set up a special investor consultation telephone and ensure public announcement. In case of any change, it shall make an announcement in time and publish it on the company’s website.
The company shall ensure that the consultation telephone is unblocked and the line is unblocked, and ensure that a specially assigned person is responsible for answering during working hours. In case of major events or other necessary circumstances, the company shall open multiple telephones to answer investor inquiries.
The company shall set up a special column on investor relations on the company’s website, hold regular meetings with investors, timely respond to the concerns of public investors, and enhance investors’ understanding of the company.
Article 20 if the information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets, business sensitive information or other circumstances recognized by Shanghai Stock Exchange, and the disclosure or performance of relevant obligations in accordance with the Listing Rules may lead to improper competition, damage the interests of the company and investors or mislead investors, and meet the following conditions, they may apply to Shanghai stock exchange for suspension or exemption from disclosure:
(I) the information to be disclosed has not been disclosed;
(II) relevant insiders have made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
If the reasons for the suspension or exemption of disclosure have been eliminated, the company shall disclose relevant information in time, and explain the reasons for the failure to disclose in time, the decision-making procedures performed by the company on the suspension or exemption of disclosure and the confidentiality measures taken.
Article 21 the information to be disclosed by the company and relevant information disclosure obligors shall be recognized as the state information according to law
