Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Information disclosure management system
April, 2002
Chapter I General Provisions
Article 1 in order to improve the quality of information disclosure of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as “the company”), standardize the information disclosure procedures and the company’s external information disclosure, ensure the authenticity, accuracy, integrity, timeliness and unity of the company’s external information disclosure, and effectively protect the legitimate rights and interests of the company and the majority of investors, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of information disclosure of listed companies, the rules for the listing of stocks on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) This system is formulated in accordance with other relevant provisions of the Shanghai Stock Exchange and the actual situation of the company.
Article 2 the information disclosure mentioned in this system refers to the information that may have a great impact on the trading price of the company’s shares and their derivatives or have a great impact on investment decisions, as well as the information required to be disclosed by the securities regulatory authorities and the listing rules, which shall be announced to the public through the designated media in the specified way within the specified time and delivered to the securities regulatory authorities.
Article 3 the company and other information disclosure obligors shall disclose information according to law, and no institution, department or person shall disclose information without authorization.
Article 4 information disclosure documents mainly include prospectus, prospectus, listing announcement, regular report and interim report, etc.
Article 5 where the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 6 the system is applicable to the following personnel and institutions, hereinafter referred to as “information disclosure obligors”: (I) the board of directors and the board of supervisors of the company; (II) directors, supervisors, general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers of the company; (III) main principals of all departments, branches and subsidiaries of the company; (IV) controlling shareholders, actual controllers and shareholders holding more than 5% of the shares of the company;
(V) core technical personnel of the company; (VI) natural persons, units and their related personnel such as acquirers, parties involved in major asset restructuring, refinancing and major transactions; (VII) bankruptcy administrator and its members; (VIII) other company personnel and departments responsible for information disclosure; (IX) other departments and personnel of the company responsible for information disclosure as stipulated in laws, regulations, rules and normative documents.
Article 7 the information disclosure obligor shall timely perform the obligation of information disclosure in accordance with the law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions.
Before the disclosure of inside information according to law, insiders of inside information and those who illegally obtain inside information shall not disclose or disclose the information, and shall not use the information for insider trading. No unit or individual may illegally require the information disclosure obligor to provide information that needs to be disclosed according to law but has not been disclosed.
Chapter II Basic Principles of information disclosure
Article 8 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in strict accordance with the provisions of relevant laws, regulations, rules and normative documents.
Article 9 the company’s information disclosure shall reflect the principle of openness, fairness and fairness to all shareholders. The information disclosure obligor shall publicly disclose major information to all investors at the same time to ensure that all investors can have equal access to information, and shall not disclose or disclose to single or partial investors, and shall not have false records, exaggerations, misleading statements or major omissions.
The company and relevant information disclosure obligors shall not provide inside information of the company when communicating with any institution or individual on the company’s operation, financial status and other events through performance briefing, analyst meeting, roadshow, investor investigation and other forms.
Article 10 in addition to disclosing information in accordance with mandatory provisions, the company may voluntarily disclose information related to investors’ value judgment and investment decisions, but it shall not conflict with the information disclosed according to law or mislead investors. The information voluntarily disclosed by the company shall be true, accurate and complete. Voluntary information disclosure shall abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not make selective disclosure. The company shall not use the information voluntarily disclosed to improperly affect the trading price of the company’s shares and their derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 11 if the events occurred or related to the company do not meet the disclosure standards specified in the listing rules, or there are no specific provisions in the listing rules, 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 other provisions.
Article 12 all directors, supervisors and senior managers of the company shall ensure that the company discloses information in a timely and fair manner and that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions. If a director, supervisor or senior manager has any objection to the contents of the announcement, he shall make a corresponding statement in the announcement and explain the reasons.
Article 13 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 undisclosed material information, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Article 14 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 company’s domicile and the stock exchange for the public to consult. The company and relevant information disclosure obligors shall not replace the information disclosure or disclosure of unpublished major information in other forms such as press release or answering reporters’ questions, replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, and replace the interim reporting obligations that should be performed in the form of regular reports. If necessary, the company and relevant information disclosure obligors may release the information to be disclosed through press conferences, media interviews, the company’s website, online self media and other means during non trading hours, but the company shall disclose relevant announcements before the beginning of the next trading period.
Article 15 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to the securities regulatory bureau of the place where the company is registered. (hereinafter referred to as “CSRC”).
Article 16 Where the information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets, business sensitivities and the interests of investors or misleads investors, the disclosure of the information may be suspended or exempted in accordance with the relevant provisions of Shanghai Stock Exchange.
If the information to be disclosed by the company is recognized as a state secret according to law, and the disclosure or performance of relevant obligations in accordance with the Listing Rules may lead to its violation of domestic laws and regulations or endanger national security, it may be exempted from disclosure in accordance with the relevant provisions of Shanghai Stock Exchange.
Article 17 the company and relevant information disclosure obligors shall carefully determine the suspension and exemption of information disclosure, and shall not arbitrarily expand the scope of suspension and exemption. If the information delayed from disclosure has been leaked, it shall be disclosed in time.
Chapter III contents of information disclosure
Section I types of documents for information disclosure
Article 18 the types of documents for information disclosure mainly include:
(I) the company shall prepare and disclose periodic reports, including annual reports and semi annual reports, in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange within the specified period;
(II) events that may have a significant impact on the company’s external investment or the issuance of its derivative trading report according to law;
(III) the prospectus published in the company’s issuance of new shares, the prospectus published in the allotment of shares, the prospectus, the announcement on the listing of shares, the announcement on the issuance of convertible bonds, etc.
Section II periodic report
Article 19 the periodic reports that the company shall disclose include annual reports and semi annual reports (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. Where the company plans to issue shares or convert capital reserve into share capital, the financial and accounting reports of the semi annual report or quarterly report on which it is based shall be audited; Only cash dividends can be exempted from audit.
Article 20 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, and the semi annual report shall be prepared and disclosed within two months from the end of the first half of each fiscal year.
If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall timely announce the reasons, solutions and expected time of disclosure.
Article 21 the content, format and preparation rules of the annual report and semi annual report of the company shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
Article 22 the board of directors of the company shall prepare and review periodic reports to ensure timely disclosure. The company shall not disclose periodic reports that have not been examined and approved by the board of directors. If the periodic report is not reviewed or approved by the board of directors, the company shall disclose the reasons and existing risks, the special instructions of the board of directors and the opinions of independent directors. Article 23 the directors and senior managers of the company shall sign written 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. Ensure the authenticity, accuracy and completeness of regular reports; If there is any objection to the contents of the periodic report, the reasons shall be explained and disclosed. Directors and senior managers shall not refuse to sign written opinions on periodic reports for any reason.
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 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 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 24 Where there are errors or false records in the company’s periodic reports, which are ordered to make corrections by the relevant authorities or the board of directors decides to make corrections, it shall be disclosed in time in accordance with the relevant provisions of the CSRC after being ordered to make corrections or the board of directors makes corresponding decisions.
Article 25 Where a non-standard audit opinion is issued in the financial and accounting report in the periodic report, the board of directors of the company shall make a special explanation on the matters involved in the audit opinion. If the financial and accounting report in the periodic report is issued with non-standard audit opinions, and the stock exchange believes that it is suspected of violating the law, it shall submit it to the CSRC for investigation. If the company fails to disclose its annual report and interim report within the prescribed time limit, the CSRC shall immediately file a case for investigation, and the stock exchange shall deal with it in accordance with the listing rules.
Section III Performance Forecast and performance express
Article 26 in case of any of the following situations in the company’s expected annual operating performance, the company shall make a performance forecast within one month from the end of the accounting year:
(I) the net profit is negative;
(II) the net profit increased or decreased by more than 50% compared with the same period of the previous year;
(III) turning losses into profits.
If the company expects the semi annual and quarterly performance to be in one of the above situations, it can make a performance forecast.
The directors, supervisors and senior managers of the company shall timely and comprehensively understand and pay attention to the operation and financial information of the company, make necessary communication with the accounting firm, and prudently judge whether they meet the conditions specified in this article. Article 27 Where a company’s shares are subject to delisting risk warning due to the circumstances specified in the listing rules, it shall disclose the performance forecast in accordance with the listing rules and the requirements of this system within one month from the end of the accounting year.
Article 28 after the company discloses the performance forecast, if the difference between the current performance and the performance forecast is expected to reach more than 20% or the direction of profit and loss changes, it shall disclose the correction announcement in time.
Article 29 If the company is not expected to disclose the annual report within two months from the end of the accounting year, it shall disclose the performance express in accordance with the requirements of the listing rules and this system within two months from the end of the accounting year.
Article 30 before the disclosure of the periodic report, the company may issue a performance express to disclose the main financial data and indicators of the current period and the same period of last year.
Before the disclosure of the regular report, the company shall submit the unpublished regular financial data to the relevant state authorities. If it is expected that it cannot be kept confidential, it shall publish the performance express report in time.
In case of early disclosure of performance 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, the company shall timely disclose the relevant financial data of the reporting period.
Article 31 the company shall ensure that there is no significant difference between the financial data and indicators disclosed in the performance express report and the regular report.
Before the disclosure of the periodic report, if the listed company finds that the difference between the performance express and the financial data and indicators in the periodic report reaches more than 10%, it shall disclose the correction announcement in time.
Section IV interim report
Article 32 interim report refers to the announcement other than periodic report issued by the company in accordance with laws, administrative regulations, departmental rules, normative documents, listing rules and other relevant provisions of Shanghai Stock Exchange. The interim report (except the announcement of the board of supervisors) shall be issued by the board of directors of the company.
Article 33 When a major event occurs that may have a great impact on the trading price of the company’s shares 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:
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