Guangdong Kitech New Material Holding Co.Ltd(300995)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to strengthen the management of information disclosure of Guangdong Kitech New Material Holding Co.Ltd(300995) (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, 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 The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “Listing Rules”), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 5 – Information Disclosure Management (hereinafter referred to as “No. 5 self regulatory guidelines”) and other laws and regulations This system is hereby formulated in accordance with the relevant provisions of normative documents and Guangdong Kitech New Material Holding Co.Ltd(300995) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company and relevant information disclosure obligors shall, in accordance with relevant laws, regulations, departmental rules, normative documents and the provisions of this system, timely and fairly disclose all information or matters that may have a great impact on the trading price or investment decision of the company’s shares and their derivatives (hereinafter referred to as “major information”, “major events” or “major events”), and shall ensure the authenticity and accuracy of the disclosed information Accurate and complete, without false records, misleading statements or major omissions.
Article 3 the system is applicable to the following personnel and institutions:
(I) directors and board of directors of the company;
(II) the company’s supervisors and the board of supervisors;
(III) the Secretary of the board of directors and the Securities Affairs Department of the company;
(IV) senior management of the company;
(V) principals of all departments, subsidiaries and branches of the company;
(VI) controlling shareholders, actual controllers, shareholders holding more than 5% of the company’s shares and related persons of the company;
(VII) other personnel and departments with information disclosure obligations.
Article 4 the company and relevant information disclosure obligors shall disclose all matters that may have a great impact on the trading price of the company’s shares or on investment decisions (hereinafter referred to as “major events” or “major events”).
The major events mentioned in the preceding paragraph include:
(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; (VII) the company carries out equity incentive, share repurchase, major asset restructuring, asset spin off or listing;
(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 listed company is expected to suffer losses or significant changes in its operating performance;
（11） The main 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 stipulated 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 5 the securities affairs department under the leadership of the Secretary of the board of directors of the company is the permanent organization responsible for the company’s information disclosure affairs, that is, the information disclosure affairs management department.
Except for the written authorization of the board of directors and compliance with the GEM Listing Rules, No. 5 self regulatory guidelines, the articles of association and other relevant provisions, no material information not disclosed by the company shall be released to the public.
Article 6 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.
Article 7 the training of the company’s information disclosure management system shall be organized by the Secretary of the board of directors.
The Secretary of the board of directors shall regularly carry out relevant training on the information disclosure system for the directors, supervisors, senior managers, heads of all departments of the company, branches and subsidiaries and other company personnel and departments responsible for information disclosure.
Article 8 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the information disclosed.
If the content of the information disclosed cannot be guaranteed to be true, accurate and complete, a corresponding statement shall be made in the announcement and the reasons shall be explained.
Article 9 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.
Article 10 the company appoints newspapers, periodicals and websites recognized by the CSRC and the stock exchange as the media for publishing the company’s announcements and other information that needs to be disclosed (hereinafter referred to as “designated media”).
The information publicly disclosed by the company shall also be provided at the company’s domicile and stock exchange for the public such as investors, potential investors and stakeholders.
Article 11 information disclosure obligors shall not release information on the company’s website or 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 reports.
Article 12 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. Article 13 the company’s information disclosure adopts two methods: direct disclosure (post review) and non direct disclosure (pre review).
In principle, direct disclosure is adopted for information disclosure. The stock exchange can adjust the scope of direct disclosure companies according to the quality of information disclosure and standardized operation of the company.
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 14 when communicating with investors, securities service institutions, media and other information, the company emphasizes the principle of fair information disclosure among different investors to ensure the smooth development of investor relations management.
Chapter II Scope and content of information disclosure
Article 15 the company’s information disclosure documents include but are not limited to:
(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 but not limited to 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 acquisition and sale of assets, the announcement of related party transactions, supplementary announcement, rectification announcement and other important matters, as well as other matters deemed necessary to be disclosed by the stock exchange; (III) prospectus, stock listing announcement, prospectus for issuing corporate bonds, etc. published by the company for issuing new shares;
(IV) other important information that may have a significant impact on the trading price of the company’s stock price and its derivatives, but the investors have not been informed.
Section I periodic report
Article 16 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly reports. The format and preparation rules of periodic reports shall be prepared in accordance with the relevant provisions of the securities regulatory authority.
Article 17 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 first quarter report shall not be earlier than that 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 18 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. Article 19 the company shall disclose the industry information that has a significant impact on the trading price or investment decision of the company’s shares and their derivatives in the annual report and semi annual report, including but not limited to:
(I) the basic characteristics, development status, technical trend and industry position of the company during the reporting period;
(II) important policies issued by the competent department of the industry during the reporting period and their impact on the company;
(III) analyze the advantages and disadvantages of the company’s main industries in combination with the key industry indicators, market changes, market share changes and other factors of the main business, and explain the impact of relevant changes on the company’s future operating performance and profitability.
Article 20 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 at the end of the reporting period, and the shareholding of the top 10 shareholders of the company;
(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 and their impact on the company during the reporting period;
(IX) full text of financial accounting report and audit report;
(x) other matters prescribed by the CSRC.
Article 21 Where the annual net profit or operating income of the company is more than 50% lower than that of the same period of the previous year, or the net profit is negative, the following information shall be disclosed in the annual report and the measures taken by the company to improve its profitability shall be explained:
(I) specific reasons for sharp decline in performance or loss;
(II) whether major adverse changes have taken place in the main business, core competitiveness and main financial indicators, and whether they are consistent with the industry trend;
(III) the prosperity of the industry, whether there is overcapacity, continuous decline or technology substitution;
(IV) whether there are significant risks in the ability of going concern
(V) other information that has a significant impact on the company.
Article 22 the company shall, in its annual report, follow the principles of relevance and importance and disclose the following risk factors that may have a significant adverse impact on the company:
(I) core competitiveness risks, including the decline of market share and user scale caused by technology change, product upgrading or intensified competition, the R & D investment exceeding the expectation or the process failing to meet the expectation, the core technology, key equipment and business model may be replaced or eliminated, and the core technical personnel may change greatly
(II) business risks, including single customer dependence, rising raw material prices, falling product or service prices, etc;
(III) debt and liquidity risks, including the increase of asset liability ratio, the decrease of current ratio, the increase of financial expenses, debt default, creditors’ early recovery of loans or improvement of loan conditions;
(IV) industry risks, including cyclical recession, overcapacity, decline of market capacity or stagnation of growth, major adverse changes in the upstream and downstream supply-demand relationship of the industry, etc;
(V) macro environmental risks, including major adverse changes in relevant laws, taxes, foreign exchange, trade and other policies;
(VI) other major risks identified by the stock exchange or the company.
Article 23 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 24 the quarterly report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) other matters prescribed by the CSRC.
Article 25 the directors, supervisors 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 of the company shall review the company’s periodic reports prepared by the board of directors according to law and put forward suggestions
