Dongguan Aohai Technology Co.Ltd(002993) information disclosure management system Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as “the company” or “the company”), ensure the authenticity, accuracy, integrity and timeliness of the company’s information disclosure, and effectively protect the legitimate rights and interests of the company, shareholders and investors, in accordance with the corporate justice 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 and the standards for the governance of listed companies This system is formulated in accordance with relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines for standardized operation of the main board”) and the provisions of Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “information disclosure obligors” as mentioned in this system includes, in addition to the company itself:
(I) directors, supervisors, senior managers, shareholders or holders of depositary receipts of the company; (II) heads of all departments and subordinate companies of the company; (III) shareholders and actual controllers holding more than 5% of the company’s shares; (IV) acquirers and other entities with changes in equity; (V) major asset restructuring, refinancing, major transactions, bankruptcy and other relevant parties; (VI) intermediaries and their related personnel providing services for the above items (IV) (V); (VII) other information disclosure obligors stipulated by laws, regulations and normative documents.
Article 3 the company and the above-mentioned relevant information disclosure obligors shall timely and fairly disclose all information that may have a great impact on the trading price of the company’s shares and their derivatives (hereinafter referred to as “material information”) in accordance with relevant laws, regulations, normative documents and the provisions of this system, and shall ensure that the disclosed information is true, accurate and complete without false records, misleading statements or major omissions.
If the directors, supervisors and senior managers of the company cannot guarantee the authenticity, accuracy and completeness of the information disclosed by the company, or have objections to the information disclosed by the company, they shall make a statement in the announcement and explain the reasons, and the company shall disclose it.
Chapter II Basic Principles of information disclosure
Article 4 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in accordance with laws, regulations, departmental rules, listing rules and the measures and notices issued by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Article 5 the directors, supervisors and senior managers of the company shall ensure that the information disclosed by the company is true, accurate, complete, concise, clear, easy to understand, timely and fair. If they cannot make the above guarantee, they shall make a corresponding statement in the announcement and explain the reasons.
Article 6 before information disclosure, the company, relevant information disclosure obligors and other insiders shall keep the insiders of the information to a minimum, shall not disclose undisclosed material information, shall not carry out insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Article 7 the information disclosure obligors of the company shall perform the information disclosure obligations in accordance with the provisions on information disclosure, 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 the information disclosed by the company mainly includes prospectus, prospectus, listing announcement, periodic report and interim report, etc.
Article 9 when disclosing information according to law, the company shall submit the announcement manuscript and relevant documents for future reference to Shenzhen stock exchange for examination and registration, and publish them in the media designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) or other laws and administrative regulations.
Article 10 the company and relevant information disclosure obligors shall not release major information in other public media before the designated media, and shall not disclose or divulge undisclosed major information in any other way such as press release or answering reporters’ questions before the announcement of the designated media.
Article 11 the company and relevant information disclosure obligors shall pay attention to the reports of the public media on the company and the trading of the company’s shares and their derivatives, timely understand the true situation from relevant parties, truthfully reply to the inquiries raised by the CSRC and Shenzhen Stock Exchange on the above matters within the specified time limit, and make timely, true, accurate and complete announcements on the relevant situation in accordance with the listing rules and the regulations of this system.
Article 12 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to Shenzhen Stock Exchange, and the submitted documents shall meet the requirements of the stock exchange.
Article 13 the company shall be equipped with communication equipment necessary for information disclosure, including setting up a special investor consultation telephone, setting up an investor relations column on the company’s website, etc., so as to strengthen communication and exchange with investors, especially public investors.
Article 14 Where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by Shenzhen Stock Exchange, timely disclosure may damage the interests of the company or mislead investors, and meets the following conditions, the company may apply to Shenzhen stock exchange for suspension of disclosure, stating the reasons and time limit for suspension of disclosure:
(I) the information to be disclosed has not been disclosed;
(II) relevant insiders have made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
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 is indeed difficult to keep secret, has been leaked or there are market rumors, resulting in significant fluctuations in the trading price of the company’s shares and their derivatives, the company shall immediately disclose the planning and progress of relevant matters.
Article 15 Where the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by the Shenzhen Stock Exchange, and the disclosure or performance of relevant obligations in accordance with the listing rules or the system may lead to the company’s violation of state laws and regulations on confidentiality or damage the interests of the company, the company may apply to the Shenzhen stock exchange for exemption from disclosure or performance of relevant obligations.
Article 16 if the events occurred or related to the company fail to meet the disclosure standards specified in the listing rules and these systems, or there are no specific provisions in the listing rules and these systems, but the Shenzhen 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 provisions of these systems.
Article 17 the information disclosed by the company and relevant information disclosure obligors shall be complete, fully disclose the information that may have a great impact on the trading price of the listed company’s shares and their derivatives, reveal the possible major risks, and shall not selectively disclose some information without major omission. The information disclosure documents and materials shall be complete and the format shall meet the specified requirements.
Article 18 the company and relevant information disclosure obligors shall not disclose or divulge undisclosed material information when communicating with any unit or individual through shareholders’ meeting, performance description meeting, analyst meeting, roadshow, acceptance of investor research and other forms.
If the company and relevant information disclosure obligors really need it, they can release major information through press conferences, media interviews, the company’s website, online we media and other means during non trading hours, but the company shall disclose relevant announcements before the beginning of the next trading period.
Article 19 in addition to the information required to be disclosed in accordance with regulations, listed companies and relevant information disclosure obligors may voluntarily disclose information related to investors’ value judgments and investment decisions, but shall not conflict with the information disclosed in accordance with regulations or mislead investors.
The voluntary disclosure of information by the company and relevant information disclosure obligors shall be true, accurate and complete, abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not make selective disclosure.
The company and relevant information disclosure obligors shall disclose information voluntarily with prudence and objectivity, and shall not use such information to improperly affect the trading price of the company’s shares and their derivatives, engage in insider trading or other illegal acts.
Chapter III contents and standards of information disclosure
Article 20 the information publicly disclosed by the company includes regular reports and interim reports. Annual reports, semi annual reports and quarterly reports belong to regular reports, and other reports belong to interim reports.
Article 21 when issuing new shares or corporate bonds, a company shall disclose the relevant issuance and listing documents in accordance with the requirements of relevant laws, regulations and normative documents, including the letter of intent for offering shares, the prospectus for allotment of shares, the measures for raising corporate bonds, the listing announcement, etc.
Section I periodic report
Article 22 the company shall, within the statutory time limit, prepare and complete periodic reports in accordance with the contents and formats prescribed by the CSRC and the Shenzhen Stock Exchange.
Article 23 the annual report of the company shall be prepared and disclosed within four months from the end of each fiscal year, the semi annual 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 first three months and nine 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 24 the company shall agree with the Shenzhen Stock Exchange on the disclosure time of periodic reports, and handle the disclosure of periodic reports according to the time arranged by the Shenzhen Stock Exchange. If it is necessary to change the disclosure time for some reason, it shall submit a written application to the Shenzhen Stock Exchange five trading days in advance, state the reasons for the change, and specify the disclosure time after the change.
Article 25 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 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 26 the semi 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 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 27 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 28 the financial and accounting reports in the company’s annual report shall be audited by an accounting firm with securities and futures related business qualifications.
The financial accounting report in the semi annual report may not be audited, but it must be audited under any of the following circumstances:
(I) it is planned to make profit distribution, convert the reserve fund into share capital or make up for losses in the second half of the year;
(II) other circumstances that the CSRC or the Shenzhen Stock Exchange believes should be audited.
The financial information in the quarterly report need not be audited, unless otherwise stipulated by the CSRC or the Shenzhen Stock Exchange. Article 29 Where the company uses the raised funds in the current year, it shall, at the same time of the annual audit, hire an accounting firm to conduct a special audit on the use of the raised funds such as the actual investment projects, the actual investment amount, the actual investment time and the degree of completion, issue a special audit report, and disclose the special audit in the annual report.
Article 30 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the periodic report according to law, and the board of supervisors shall put forward written review opinions to 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 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 state the reasons, express their opinions and disclose them.
Article 31 Where the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 32 the company may publish the performance express before the disclosure of the periodic report, and the disclosure content and format of the performance express shall be implemented in accordance with the relevant provisions of the Shenzhen Stock Exchange.
Article 33 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 company shall timely disclose the relevant financial data of the reporting period (whether audited or not), including the main business income, main business profit, total profit, net profit, total assets and net assets, etc.
If a non-standard audit report is issued for the financial and accounting report in the periodic report, the board of directors of the company shall make a special explanation for the matters involved in the audit opinion.
Article 34 the company shall take seriously the post examination opinions of the exchange on its periodic report, reply to the inquiries of the Shenzhen Stock Exchange in time, and explain and explain the relevant contents of the periodic report as required. If it is necessary to disclose the correction or supplementary announcement and modify the periodic report, the company shall make an announcement after performing the corresponding procedures, and disclose the full text of the modified periodic report on the designated website.
Section II interim report
Article 35 interim reports refer to the announcements other than regular reports issued by the company in accordance with laws, administrative regulations, departmental rules and listing rules, including but not limited to the announcement of resolutions of the board of directors, the announcement of resolutions of the board of supervisors
Article 36 the company shall timely submit and disclose the interim report to the Shenzhen Stock Exchange.
Article 37 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 disclose an interim report in real time to explain the cause, current status and possible impact of the event. The major events mentioned in the preceding paragraph include:
(I) operating Party of the company
