Leyard Optoelectronic Co.Ltd(300296)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the information disclosure of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as “the company”), protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, and standardize the information disclosure of the company, 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 relevant provisions of laws and regulations such as the standards for the governance of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “rules for the listing of shares”) and the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the information referred to in this system mainly includes:
(I) regular reports publicly released by the company according to law, including quarterly reports, 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 resolution of the board of directors, the resolution of the board of supervisors, the announcement of the acquisition and sale of assets, the announcement of related party transactions, supplementary announcement, rectification announcement and other major 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;
(IV) reports and requests for instructions and other documents submitted by the company to the CSRC and its dispatched offices, Shenzhen Stock Exchange and relevant government departments that may have a significant impact on the company’s stock price.
(V) news media reports on major decisions and operations of the company.
Article 3 the chairman is the ultimate responsible person for the company’s information disclosure.
Article 4 the Secretary of the board of directors is the specific executor of the company’s information disclosure and the designated contact person with Shenzhen Stock Exchange. He is responsible for coordinating and organizing the company’s information disclosure, including perfecting and perfecting the information disclosure management system to ensure the company’s true, accurate, complete and timely information disclosure.
Chapter II Basic Principles of information disclosure
Article 5 principles of information disclosure:
(I) perform the obligation of information disclosure in accordance with laws, regulations, rules, these rules and the measures and notices issued by Shenzhen Stock Exchange;
(II) timely and fairly disclose all information that may have a great impact on the trading price or investment decision of the company’s securities and their derivatives;
(III) ensure that the contents of information disclosure are true, accurate, complete, simple, clear and easy to understand, and there are no false records, misleading statements or major omissions.
Article 6 the information disclosed by the company shall be easy to understand, and the factual descriptive language shall be used to explain the true situation of the event in a concise and easy to understand way. The information disclosure documents shall not contain words and sentences of publicity, advertising, compliment, or exaggeration; The company ensures that users can obtain information through economic and convenient means (such as securities newspapers and the Internet).
Article 7 all members of the board of directors of the company must ensure that the information disclosed is true, accurate, complete, concise, clear and easy to understand, without false records, seriously misleading statements or major omissions. The above contents shall be stated in the announcement as important tips.
Article 8 the information publicly disclosed by the company shall be submitted to the Shenzhen Stock Exchange at the first time. Before information disclosure, the company shall submit relevant announcements and relevant documents for future reference to the Shenzhen Stock Exchange in accordance with the requirements of the Shenzhen Stock Exchange and report to the CSRC for the record.
Article 9 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 other stakeholders, and ensure that all shareholders have equal access to information.
Article 10 the company’s regular reports and interim reports shall be disclosed to the public through qualified media after being registered in Shenzhen Stock Exchange. If the company fails to disclose according to the set time, or the contents of the documents disclosed on the designated media are inconsistent with the contents of the documents submitted to Shenzhen stock exchange for registration, it shall immediately report and disclose to Shenzhen Stock Exchange.
Other public media shall not disclose information before the designated media and designated websites. The company shall not replace the official announcement of the company in the form of press release or answering reporters’ questions.
Chapter III Examination and approval procedures for information disclosure
Article 11 information disclosure shall strictly follow the following approval procedures:
(I) the information manuscripts of public information disclosure shall be written or reviewed by the Secretary of the board of directors;
(II) the Secretary of the board of directors shall, in accordance with the provisions of relevant laws, regulations and the articles of association, disclose the periodic report and the resolutions of the general meeting of shareholders, the meeting of the board of directors and the meeting of the board of supervisors after performing the legal examination and approval procedures;
(III) temporary announcements issued in the name of the board of directors or the board of supervisors other than the resolutions of the general meeting of shareholders, the board of directors and the board of supervisors:
1. The Secretary of the board of directors shall review the compliance of the contents of the interim report and submit it to relevant directors, supervisors or senior managers for review (if necessary). After confirmation, it shall be issued by the board of directors or the board of supervisors of the company and stamped with the official seal of the board of directors or the board of supervisors.
2. Within the scope of authorization of the board of directors, if the business matters that the chairman of the company has the right to approve need to be publicly disclosed, the announcement of such matters shall be submitted to the Secretary of the board of directors of the company for review, and then submitted to the chairman for review and approval, which shall be issued by the board of directors of the company and stamped with the official seal of the board of directors; If the major business matters of subsidiaries and joint-stock companies need to be publicly disclosed, the announcement of such matters shall be submitted to the chairman of the subsidiary or the director of the joint-stock company sent by the company for review and signature, then submitted to the Secretary of the board of directors for review, and finally submitted to the chairman of the company for review and approval, which shall be issued by the board of directors of the company and stamped with the official seal of the board of directors.
(IV) reports, requests for instructions and other documents that may have a significant impact on the company’s stock price submitted by the company to the China Securities Regulatory Commission, Shenzhen Stock Exchange or other relevant government departments, as well as promotional information manuscripts related to the company’s major decisions and economic data published in the news media, shall be submitted to the general manager or chairman of the company for final issuance.
Article 12 when the relevant departments of the company study and decide on matters involving information disclosure, they shall notify the Secretary of the board of directors to attend the meeting as nonvoting delegates and provide them with the materials required for information disclosure.
Article 13 when the relevant departments of the company have doubts about whether the information matters are disclosed, they shall timely consult the Secretary of the board of directors or the Shenzhen stock exchange through the Secretary of the board of directors.
Article 14 If the company finds that the disclosed information (including the announcement issued by the company and the information about the company reproduced in the media) is wrong, omitted or misleading, it shall issue a correction announcement, supplementary announcement or clarification announcement in time.
Chapter IV disclosure of periodic reports
Article 15 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’ investment decisions shall be disclosed.
Article 16 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 quarterly report of the first quarter shall not be earlier than that of the annual report of the previous year.
Article 17 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 for the failure to disclose on schedule, solutions and the deadline for delayed disclosure. Article 18 the company shall agree with Shenzhen Stock Exchange on the disclosure time of periodic reports. The company shall handle the disclosure of periodic reports at the time arranged by Shenzhen Stock Exchange. If it is necessary to change the disclosure time for some reason, it shall submit a written application to Shenzhen Stock Exchange five trading days in advance, state the reasons for the change, and specify the disclosure time after the change.
Article 19 the company shall prepare and disclose periodic reports in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. The full text and abstract of the annual report, semi annual report and quarterly report shall be disclosed on the relevant designated media in accordance with the requirements of Shenzhen Stock Exchange.
Article 20 the financial and accounting reports in the company’s annual report must be audited by a qualified accounting firm. The financial accounting report in the interim report may not be audited, but it must be audited under any of the following circumstances:
(I) it is proposed to make profit distribution (except for cash dividends only), convert the accumulation fund into share capital or make up for losses according to the semi annual report;
(II) other circumstances that the CSRC or Shenzhen Stock Exchange believes should be audited.
The financial information in the quarterly report need not be audited, unless otherwise stipulated by the CSRC or Shenzhen Stock Exchange.
Article 21 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 and the shareholding of the top ten shareholders of the company at the end of the reporting period;
(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.
Article 22 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.
Article 23 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the periodic report, and the board of supervisors shall put forward written review opinions to explain whether the preparation and review procedures of the periodic report by the board of directors comply with the laws, administrative regulations, the provisions of the CSRC and the Shenzhen Stock Exchange, and whether the contents of the report can truly, accurately and completely reflect the actual situation of the 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 express their opinions, state the reasons and disclose them in their written opinions. The directors, supervisors and senior managers of the company shall not refuse to sign written opinions on the periodic report for any reason, which will affect the timely disclosure of the periodic report.
Article 24 the company shall make a notice within one month from the end of the accounting year in case of any of the following circumstances in the expected annual operating performance or financial situation:
(I) the net profit is negative;
(II) the net profit increased or decreased by more than 50% compared with the same period of last year;
(III) turning losses into profits;
(IV) the net assets at the end of the period are negative.
Article 25 Where a non-standard audit opinion is issued on the financial and accounting report in the periodic report, the company shall submit the following documents to the Shenzhen Stock Exchange at the same time of submitting the periodic report 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, the resolution of the board of directors considering the special statement and the materials on which the resolution is based;
(II) opinions of independent directors on matters involved in audit opinions;
(III) opinions and relevant resolutions of the board of supervisors on the relevant explanations of the board of directors;
(IV) special instructions issued by the accounting firm in charge of audit and certified public accountants that meet the requirements of the No. 14 reporting rules;
(V) other documents required by the CSRC and Shenzhen Stock Exchange.
Chapter V disclosure of Interim Report
Article 26 when holding a meeting of the board of directors, the company shall submit the resolution of the board of directors to Shenzhen stock exchange for filing within two working days after the meeting, and make an announcement in accordance with the requirements of CSRC and Shenzhen Stock Exchange.
When holding a meeting of the board of supervisors, the company shall submit the resolution of the board of supervisors to Shenzhen stock exchange for filing within two working days after the meeting, and make an announcement in accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 27 the company shall, on the day of the conclusion of the general meeting of shareholders, submit 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 to Shenzhen stock exchange for disclosure in qualified media.
Article 28 If the general meeting of shareholders is postponed or cancelled for some reason, the company shall make an announcement at least two trading days before the original date of the general meeting of shareholders and explain the reasons.
Article 29 the interim report shall include but not limited to the following matters:
(I) resolutions of the board of directors;
(II) resolutions of the board of supervisors;
(III) Notice of convening the general meeting of shareholders or changing the date of convening the general meeting of shareholders;
(IV) resolutions of the general meeting of shareholders;
(V) statements, opinions and reports of independent directors;
(VI) on the premise of meeting the standards mentioned in Article 30, the transactions that the company should disclose include but are not limited to:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
3. Provide financial assistance (including entrusted loans);
4. Providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries);
5. Leased in or leased out assets;
6. Sign management contracts (including entrusted operation, entrusted operation, etc.)
7. Donated or donated assets;
8. Reorganization of creditor’s rights or debts;
9. Transfer of research and development projects;
10. Sign the license agreement;
11. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
12. Other transactions recognized by Shenzhen Stock Exchange.
(VII) the related party transactions that should be disclosed include but are not limited to the following related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons and with a transaction amount of more than 3 million yuan between the company and related legal persons, accounting for more than 0.5% of the absolute value of the company’s latest audited net assets:
1. Sales property
