Keeson Technology Corporation Limited(603610)
Information disclosure system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”), correctly perform the obligation of information disclosure and effectively protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, in accordance with 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 issued by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) The system is formulated in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and the Keeson Technology Corporation Limited(603610) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the information disclosure obligors referred to in this system refer to the company and its directors, supervisors, senior managers, shareholders, actual controllers, purchasers and other subjects with changes in equity, relevant parties such as major asset restructuring, refinancing, major transactions and bankruptcy, intermediaries providing services for the above-mentioned subjects and their relevant personnel, as well as the requirements for information disclosure, suspension and resumption of trading Other subjects undertaking relevant obligations for delisting and other matters. The information disclosure obligor shall perform the obligation of information disclosure in a timely manner 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. Article 3 the office of the board of directors is the permanent institution responsible for the company’s information disclosure affairs, that is, the information disclosure affairs management department.
The board of directors 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.
Article 4 the board of directors of the company is responsible for the implementation of this system, the chairman of the company is the first person responsible for the implementation of this system, and the Secretary of the board of directors is responsible for coordinating the implementation of the information disclosure management system, organizing and managing the information disclosure affairs, and the management department is specifically responsible for the information disclosure of the company.
The board of directors shall regularly conduct self-examination on the implementation of the company’s information disclosure management system, and shall correct any problems found in a timely manner. The board of directors of the company shall conduct a self-assessment on the annual implementation of the system. At the same time of the disclosure of the annual report, the self-assessment report of the board of directors on the implementation of the system shall be included in the annual internal control self-assessment report for disclosure.
Article 5 the independent directors and the board of supervisors shall be responsible for supervising the implementation of the information disclosure management system. The independent directors and the board of supervisors shall inspect the implementation of the system, timely urge the board of directors of the company to correct the major defects found, and require the board of directors to revise the system as needed. If the board of directors does not make corrections, the board of supervisors shall report to the Shanghai Stock Exchange.
The board of supervisors shall form an annual evaluation report on the implementation of this system and disclose it in the announcement of the board of supervisors of the annual report.
Article 6 the Secretary of the board of directors of the company 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, and inform the actual controllers, controlling shareholders and shareholders holding more than 5% of the shares of the information disclosure system.
Article 7 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate and complete, and the information disclosure is timely and fair. 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.
Article 8 before information disclosure, the directors, supervisors, senior managers and other insiders of the company shall keep the insiders of the information to a minimum, and shall not disclose the internal information of the company, conduct insider trading or cooperate with others to manipulate the stock trading price.
Chapter II Contents of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 9 the preparation of the prospectus by the company shall comply with the relevant provisions of the CSRC. All information that has a significant impact on investors’ investment decisions shall be disclosed in the prospectus.
After the application for public offering of securities is approved by the CSRC, the company shall announce the prospectus before the issuance of securities.
Article 10 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the prospectus to ensure that the information disclosed is true, accurate and complete. The prospectus shall be affixed with the official seal of the company.
If the directors, supervisors and senior managers cannot guarantee the authenticity, accuracy and completeness of the contents of the prospectus or have objections, they shall express their opinions and state the reasons in the written confirmation opinions, and the issuer shall disclose them. If the issuer does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
Article 11 for an application for public offering of shares, after the CSRC accepts the application documents and before the issuance examination committee examines them, the company shall disclose the application draft of the prospectus on the website of the CSRC in advance.
Article 12 after the application for securities issuance is approved by the CSRC and before the end of the issuance, if important matters occur, the company shall make a written explanation to the CSRC and, with the consent of the CSRC, revise the prospectus or make a corresponding supplementary announcement.
Article 13 to apply for the listing of Securities for trading, a listing announcement shall be prepared in accordance with the provisions of the Shanghai Stock Exchange, and shall be announced after being examined and approved by the Shanghai Stock Exchange.
The directors, supervisors and senior managers of the company shall sign written confirmation opinions on the listing announcement to ensure that the information disclosed is true, accurate and complete. The listing announcement shall be affixed with the official seal of the company.
If the directors, supervisors and senior managers cannot guarantee the authenticity, accuracy and completeness of the contents of the listing announcement or have objections, they shall express their opinions and state the reasons in the written confirmation opinions, and the issuer shall disclose them. If the issuer does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
Article 14 Where the prospectus or listing announcement quotes the professional opinions or reports of the sponsors and securities service institutions, the relevant contents shall be consistent with the contents of the documents issued by the sponsors and securities service institutions, so as to ensure that the opinions of the sponsors and securities service institutions are not misleading.
Article 15 the provisions of this system on the prospectus shall apply to the prospectus of corporate bonds.
Article 16 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Section II periodic report
Article 17 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.
The financial and accounting report in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law, and the audit report shall be signed by at least two certified public accountants of the Institute.
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.
Article 18 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) information of the top ten or more shareholders, 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 19 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 20 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 21 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 listed company.
The board of supervisors shall review the periodic reports prepared by the board of directors and put forward written review opinions, and the supervisors shall sign written confirmation opinions. The written review opinions issued by the board of supervisors on the annual 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 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 annual 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.
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 22 the company shall make a notice within one month after the end of the accounting year in case of any of the following situations in the expected annual operating performance and financial situation:
(I) the net profit is negative;
(III) achieve profits, and the net profit increases or decreases by more than 50% compared with the same period of last year;
(IV) the net profit before and after deducting non recurring profits and losses, whichever is lower, is negative, and the operating income after deducting business income irrelevant to the main business and income without commercial substance is less than 100 million yuan;
(V) the net assets at the end of the period are negative;
(VI) other circumstances recognized by Shanghai Stock Exchange.
If the company expects that one of the circumstances in items (I) to (III) of the preceding paragraph will occur in the business performance of the half year, it shall make a notice within 15 days after the end of the half year.
Article 23 the company may disclose the performance express before the announcement of the periodic report. Under any of the following circumstances, the company shall timely disclose the performance express:
(I) submitting unpublished periodic financial data to relevant authorities before the disclosure of periodic reports, which is expected to be unable to be kept confidential;
(II) performance disclosure before the disclosure of the periodic report, or abnormal fluctuations in the trading of the company’s shares and their derivatives due to performance rumors;
(III) it is proposed to disclose the results of the first quarter, but the annual report of the previous year has not been disclosed. The company shall disclose the performance express of the previous year no later than the announcement of the performance of the first quarter.
In case of any circumstance in Item (III) of the preceding paragraph, the company shall disclose the performance express of the previous year no later than the announcement of the performance of the first quarter.
Article 24 Where a non-standard audit report is issued for the financial and accounting report in the periodic report, the following documents shall be submitted and disclosed to Shanghai Securities 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 made by the board of directors on the matters involved in the audit opinion that meet the requirements of the No. 14 reporting rules, and the resolution of the board of directors and the materials on which the resolution is based;
(II) opinions of independent directors on matters related to audit opinions;
(III) opinions and relevant resolutions of the board of supervisors on the special instructions of the board of directors;
(IV) special instructions issued by accounting firms and certified public accountants in charge of auditing that meet the requirements of the No. 14 reporting rules;
(V) other documents required by CSRC and Shanghai Stock Exchange.
Section III interim report
Article 25 Where a major event occurs that may have a great impact on the stock trading price of the company and the company whose shares are traded in other national securities trading places approved by the State Council, and the investor has not been informed, the company shall immediately submit an interim report on the situation of the major event to the CSRC and the securities trading place, and make an announcement to explain the cause, current status and possible legal consequences 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’s entering into important contracts, providing major guarantees or engaging in related party transactions may affect the company’s assets, liabilities, rights and interests and operating results
