Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Information disclosure management system
(revised in 2022)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as "the company"), promote the standardized operation of the company according to law, and safeguard the legitimate rights and interests of the company's shareholders, creditors and their stakeholders, This management system is formulated in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standard operation of listed companies on the main board and other laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
Chapter II Basic Principles of company information disclosure
Article 2 the "information" mentioned in this system refers to the important information that may have a significant impact on the price of the company's shares and their derivatives and that has not been known to the investors, as well as the information required to be disclosed by the securities regulatory authorities; The term "disclosure" as mentioned in this system refers to the disclosure of the above-mentioned information to the public within the specified time, on the specified media and in the specified way, and submitted to the securities regulatory authority in accordance with the regulations.
Article 3 information disclosure is the continuous responsibility of the company, and the company shall perform the obligation of continuous information disclosure in good faith.
Article 4 the information disclosure of the company shall reflect the principle of openness, fairness and fairness to all shareholders.
Article 5 the company shall disclose information in a timely and fair manner in strict accordance with laws, regulations, normative documents and the articles of association, and ensure that the information disclosed is true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions. The information that has a significant impact on investors' decisions shall be fully disclosed, and the relevant disclosure contents shall fully reveal the risks, which is in line with the understanding ability of small and medium-sized investors. The publicly disclosed information must be submitted to Shenzhen Stock Exchange at the first time.
Article 6 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed by the company is true, accurate and complete. 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.
Article 7 the information disclosure obligors shall perform the 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.
Article 8 before information disclosure, the company and relevant information disclosure obligors and other insiders shall keep the insiders of the information to a minimum, and shall not disclose undisclosed material information, conduct insider trading or cooperate with others to manipulate the securities trading price.
Article 9 Where the information to be disclosed by the company and relevant information disclosure obligors is recognized as state secrets according to law, and timely disclosure or performance of relevant obligations may endanger national security, damage the interests of the company or violate laws and regulations, they may be exempted from performing relevant obligations in accordance with Shenzhen Stock Exchange.
The information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets. If the timely disclosure or performance of relevant obligations may lead to unfair competition, damage the interests of the company or violate laws and regulations, the disclosure or performance of relevant obligations in accordance with the provisions of Shenzhen Stock Exchange may be suspended or exempted.
In principle, the time limit for the company and relevant information disclosure obligors to suspend the disclosure of temporary trade secrets shall not exceed 2 months.
Article 10 where the company and relevant information disclosure obligors suspend the disclosure or exempt from the disclosure of their information in accordance with Article 9, they shall meet the following conditions:
(I) relevant information is not leaked;
(II) the insider of the relevant inside information has 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 requirements of Articles 9 and 10 are not met, or the period of deferred disclosure expires, the company and relevant information disclosure obligors shall timely perform information disclosure and relevant obligations.
If the reasons for suspension or exemption from disclosure have been eliminated, the company and relevant information disclosure obligors shall disclose in time, and explain the review procedures performed, confidentiality measures taken, etc.
Chapter III contents of information disclosure
Article 11 the information documents to be disclosed by a company include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 12 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 full text of the 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.
The information disclosure obligor shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters' questions, and shall not replace the interim reporting obligations that should be performed in the form of regular reports.
Article 13 information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the information disclosure obligor 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.
Section I periodic report
Article 14 the periodic reports that a listed company should disclose include annual reports and interim 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 that complies with the provisions of the securities law.
Article 15 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, and the interim report shall be prepared and disclosed within two months from the end of the first half of each fiscal year.
Article 16 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% of shares, 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 17 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.
Article 18 the contents of the periodic report shall be examined and approved by the board of directors of the listed 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 listed 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. The written review opinions issued by the board of supervisors on the periodic report shall 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 truly, accurately and completely reflect the actual situation of the listed 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 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 19 Where a listed company expects a loss or significant change in its operating performance, it shall make a performance forecast in time.
Article 20 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 listed company shall timely disclose the relevant financial data of the reporting period.
Article 21 Where a non-standard audit opinion is issued in the financial and accounting report in the periodic report, the board of directors of the listed company shall make a special explanation on the matters involved in the audit opinion.
Section II interim report
Article 22 when a major event occurs 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 immediately disclose it, explaining the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include:
(I) major changes in the company's business policy and business scope;
(II) the company's major investment behavior, in which the company purchases or sells more than 30% of the company's total assets within one year, or the mortgage, pledge, sale or scrapping of the company's main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company's assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts, or has large liability for compensation;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company's production and operation;
(VII) changes in directors, more than 1 / 3 supervisors or managers of the company; The chairman or manager is unable to perform his duties;
(VIII) the shareholders or actual controllers who hold more than 5% of the shares of the company have a great change in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have a great change in their engagement in the same or similar business as the company;
(IX) the company's plans for dividend distribution and capital increase, important changes in the company's equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy; Or enter bankruptcy proceedings according to law and be ordered to close down; (x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（11） The company's suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） The company is liable for large amount of compensation;
（13） The company makes provision for impairment of large assets;
（14） The shareholders' equity of the company is negative;
（15） 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;
（16） Newly promulgated laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
（17） The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off and listing or listing;
（18） 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;
（19） Major assets are sealed up, seized or frozen; Major bank accounts are frozen;
（20） The listed company is expected to suffer losses or substantial changes in its operating performance;
（21） Major or all businesses come to a standstill;
（22） 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;
（23） Appointing or dismissing an accounting firm to audit the company;
（24） Major independent changes in accounting policies and accounting estimates;
（25） 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;
（26） 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;
（27） 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;
（28） 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;
（29） Other matters prescribed by the CSRC.
If the controlling shareholder or actual controller of a listed company has a great impact on the occurrence and progress of a major event, it shall timely inform the listed company of the relevant information it knows in writing, and cooperate with the listed company to fulfill its obligation of information disclosure.
Article 23
