Strait Innovation Internet Co.Ltd(300300)
Information disclosure management system
(revised in 2022)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Strait Innovation Internet Co.Ltd(300300) (hereinafter referred to as the “company”) and relevant obligors, strengthen the management of information disclosure affairs and protect the legitimate rights and interests of investors, 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 (hereinafter referred to as the “administrative measures”), the This system is formulated in accordance with the relevant provisions of laws, regulations and departmental rules such as the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the Listing Rules), the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, and the Strait Innovation Internet Co.Ltd(300300) articles of Association (hereinafter referred to as the articles of association), and in combination with the actual situation of the company.
Article 2 “information” mentioned in this system refers to all information that may have a great impact on the trading price of the company’s shares and their derivatives and the information required to be disclosed by the securities regulatory authorities; The “disclosure” mentioned in this system refers to the disclosure of information to the public at the specified time, in the specified media and in the specified manner, and delivered to the regulatory authority for filing.
The Secretary of the board of directors of the company is responsible for handling information disclosure and other matters, which shall be implemented by the Securities Affairs Department of the company. If the relevant departments and personnel of the company are unable to determine whether the matters involved belong to the “information” in this system, they shall timely contact the Secretary of the board of directors of the company or consult the securities regulatory authority through the Secretary of the board of directors.
Article 3 the information disclosure obligor as mentioned in this system refers to:
(I) directors and board of directors of the company;
(II) the company’s supervisors and the board of supervisors;
(III) senior management of the company;
(IV) principals of functional departments, branches and holding subsidiaries of the company;
(V) controlling shareholders, shareholders holding more than 5%, actual controllers and purchasers of the company;
(VI) other institutions or personnel with information disclosure obligations stipulated by laws, administrative regulations and China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Chapter II purpose of information disclosure
Article 4 the purpose of the company’s information disclosure is to be true, accurate, complete, fair, timely, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions. The company and relevant information disclosure obligors shall, in accordance with laws, administrative regulations, departmental rules, normative documents and other relevant provisions, timely and fairly disclose important information and major matters of the company’s production, operation and management, faithfully perform the obligation of continuous information disclosure, ensure that investors timely understand the development of the company and meet investors’ investment decisions The need to exercise shareholders’ rights and promote the development of the company through information disclosure.
Article 5 the information disclosed by the company and relevant information disclosure obligors shall be based on objective facts or judgments and opinions with factual basis, truthfully reflect the objective situation, and shall not have false records and false statements. Article 6 the information disclosed by the company and relevant information disclosure obligors shall be easy to understand, and the factual descriptive language shall be used to explain the true situation of the event concisely and easily. The information disclosure documents shall not contain words of publicity, advertising, compliment, slander, exaggeration and other nature, and shall not contain misleading statements. When disclosing predictive information and other information related to the company’s future operation and financial status, the company shall be reasonable, cautious and objective, and fully disclose the risk factors involved in the relevant information, so as to remind investors of the possible risks and uncertainties in clear warning words.
Article 7 the information disclosed by the company and relevant information disclosure obligors shall be complete in content, complete in documents, and in format in accordance with the specified requirements, without major omissions. The company and relevant information disclosure obligors shall disclose major information within the time limit specified in the listing rules.
Article 8 the company and relevant information disclosure obligors shall publicly disclose major information to all investors at the same time to ensure that all investors can obtain the same information equally, shall not implement differential treatment policies, and shall not separately disclose, disclose or disclose undisclosed major information to specific objects in advance.
Article 9 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 timely issue a correction announcement, supplementary announcement or clarification announcement.
Article 10 where the information to be disclosed by the company and relevant information disclosure obligors belongs to state secrets, trade secrets, etc., and the disclosure or performance of relevant obligations in accordance with the Listing Rules may lead to its violation of domestic and foreign laws and regulations, improper competition, damage to the interests of the company and investors, or mislead investors, it may be exempted from disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 11 Where the information to be disclosed by the company is uncertain and belongs to temporary trade secrets, timely disclosure may damage the interests of the company or mislead investors, and the insiders of the relevant insider information have made a written commitment to confidentiality, the company may suspend the disclosure in accordance with the relevant provisions of Shenzhen Stock exchange.
Article 12 the company shall be equipped with communication equipment necessary for information disclosure, strengthen communication and exchange with investors, especially public investors, set up a special investor consultation telephone and make an announcement. In case of any change, it shall make an announcement in time and publish it on the company’s website. The company shall ensure that the consultation telephone line is unblocked and that there is a specially assigned person to answer it during working hours. The company shall set up a special column on investor relations on the company’s website, hold regular meetings with investors, timely respond to the concerns of public investors, and enhance investors’ understanding of the company.
Article 13 the company’s 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.
Chapter III Management and responsibilities of information disclosure
Article 14 information disclosure shall be under the unified leadership and management of the board of directors of the company. The chairman of the company is the first person responsible for the company’s information disclosure, and the Secretary of the board of directors is the main person responsible for the information disclosure.
The company has a securities affairs representative to assist the Secretary of the board of directors in performing his duties. When the Secretary of the board of directors is unable or fails to perform his duties, the securities affairs representative shall exercise his rights and perform his duties.
The securities affairs department is the functional department responsible for managing the company’s information disclosure documents and data archives. The Secretary of the board of directors is the first person in charge of archives management, and the securities affairs representative assists the Secretary of the board of directors. All information disclosure documents and materials of the company and the records of directors, supervisors and senior managers performing their duties shall be kept by the securities affairs department for a period of not less than 10 years.
Article 15 except for the announcement of the board of supervisors, the information disclosed by the company shall be published in the form of the announcement of the board of directors. Article 16 the directors and senior managers of the company shall timely and actively provide the board of directors with major events in the operation or finance of the company, the progress or changes of disclosed events and other relevant information, and must ensure that the information disclosed is true, accurate and complete without false, seriously misleading statements or major omissions, And bear individual and joint liabilities for the authenticity, accuracy and integrity of the information disclosure.
Article 17 responsibilities of supervisors and the board of supervisors
(I) supervisors shall supervise the performance of information disclosure duties by directors and senior managers of the company;
(II) supervisors shall pay attention to the company’s information disclosure. If they find that there are violations of laws and regulations in information disclosure, they shall investigate and put forward handling suggestions;
(III) the board of supervisors shall issue a written review opinion on the periodic report, which shall explain whether the preparation and review procedures 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;
(IV) when the board of supervisors inspects the company’s finance and the performance of the company’s duties by directors and senior managers, it shall notify the board of directors in advance if it is necessary to disclose acts in violation of laws, regulations or the articles of Association;
(V) when the board of supervisors reports to the general meeting of shareholders or relevant national competent authorities the acts of directors and senior managers damaging the interests of the company, it shall timely notify the board of directors and provide relevant materials.
Article 18 duties of the Secretary of the board of directors
(I) timely convey the laws, regulations, rules and relevant notices of the state and regulatory authorities on the information disclosure of listed companies;
(II) coordinate and organize the company’s information disclosure, including establishing the information disclosure system, receiving visits, answering inquiries, contacting shareholders, providing investors with the information publicly disclosed by the company, and promoting the company’s true, accurate and complete information disclosure;
(III) to attend relevant meetings involving information disclosure as nonvoting delegates, the relevant departments of the company shall provide the Secretary of the board of directors with the materials and information required for information disclosure;
(IV) be responsible for the confidentiality of information and formulate confidentiality measures. In case of disclosure of inside information, remedial measures shall be taken in time for explanation and clarification, and reported to CSRC, relevant dispatched offices and Shenzhen Stock Exchange.
Article 19 the securities affairs department is the daily work department of information disclosure management, which is directly led by the Secretary of the board of directors.
Article 20 the person in charge of the company’s holding subsidiary shall timely and actively provide the Secretary of the board of directors or the securities affairs department with information on the production and operation of the company.
Article 21 the company’s shareholders and controlling persons shall, in accordance with the provisions of Article 21, actively disclose or cooperate with the company’s shareholders and controlling persons in the disclosure of relevant information, and shall timely notify the company’s shareholders and controlling persons of the material events that have occurred or have actually occurred in accordance with the provisions of Article 21.
The company and relevant information disclosure obligors shall pay close attention to the media reports on the company and the trading of the company’s shares and their derivatives, and timely learn the real situation from relevant parties.
Chapter IV contents and standards of information disclosure
Article 22 the information disclosed by the company includes regular reports and interim reports. When disclosing information, the company shall submit regular reports or interim reports and relevant documents for future reference in accordance with the requirements of Shenzhen Stock Exchange.
Article 23 the company’s 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. If the company is expected to be unable to disclose the periodic report within the specified period, it shall report to the Shenzhen Stock Exchange in time, and announce the reasons, solutions and deadline for delayed disclosure.
Article 24 the contents of the company’s periodic report shall be examined and approved by the board of directors of the company. Periodic 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 company.
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 25 the company’s interim report includes 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 major events and other announcements.
Article 26 the company shall disclose the following major information:
(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, listing, etc;
(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 forced transfer of ownership;
(IX) major assets are sealed up, seized or frozen; Major bank accounts are frozen;
(x) loss or substantial change in the expected operating performance of the listed company;
（11） Major or all businesses come to a standstill;
（12） Obtain additional income that has a significant impact on the current profits and losses, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
（13） Appoint or dismiss an accounting firm as the auditor of 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 violation of 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 than the chairman or manager
