Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as "the company") and other relevant obligors, strengthen the management of the company's information disclosure affairs, promote the company's standardized operation according to law, and safeguard the legitimate rights and interests of the company's shareholders, This system is formulated in accordance with the company law 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, the standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the "Listing Rules") and the articles of association.
Article 2 "information" referred to in this system refers to all information that may have a significant impact on the price of the company's shares and their derivatives, as well as the information required by the securities regulatory authorities or voluntarily disclosed by the company. The forms of information disclosure documents mainly include: prospectus, prospectus, listing announcement, regular report, interim report, acquisition report, etc.
Article 3 this system is applicable to the following institutions and personnel:
（1） The board of directors and the board of supervisors of the company;
（2） Directors, supervisors, Secretary of the board of directors and other senior managers of the company;
（3） All departments of the company, all holding subsidiaries (including direct and indirect holding), all joint-stock companies and their main principals;
（4） Controlling shareholders, actual controllers and shareholders holding more than 5% of the shares of the company;
（5） Other company departments and personnel responsible for information disclosure.
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 strict accordance with the provisions of relevant laws, regulations, rules, normative documents and rules.
Article 5 the information disclosure of the company shall reflect the principle of openness, fairness and fairness to all shareholders. The information disclosure obligor shall disclose the information to all investors in a true, accurate, complete and timely manner at the same time, without false records, misleading statements or major omissions, and shall not disclose it to any unit or individual in advance. However, unless otherwise provided by laws and administrative regulations.
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.
Article 6 in addition to disclosing information in accordance with mandatory provisions, the company shall actively and timely disclose information that may have a substantive impact on the decisions of shareholders and other stakeholders, and ensure that all shareholders have equal access to information.
Article 7 if the events occurred or related to the company do not meet the disclosure standards specified in this system, or there are no specific provisions in this system, but Shenzhen Stock Exchange or the board of directors of the company believe that the event may have a great impact on the stock price of the company, the company shall disclose relevant information in time in accordance with the provisions of this system. Article 8 all directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure the authenticity, accuracy and integrity of information disclosure, and timely and fair information disclosure. If the directors, supervisors and senior managers of the company cannot guarantee that the contents of the announcement are true, accurate and complete, they shall make a corresponding statement in the announcement and explain the reasons.
Article 9 in addition to the information that needs to be disclosed according to law, the information disclosure obligor may voluntarily disclose the information related to the value judgment and investment decision-making of investors, but it shall not conflict with the information disclosed according to law or mislead investors.
The information voluntarily disclosed by the information disclosure obligor 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 information disclosure obligor shall not use the information voluntarily disclosed to improperly affect the trading price of the company's securities and their derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 10 where the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 11 the information disclosed by the company according to law shall be published on the website of Shenzhen Stock Exchange and the media meeting the conditions stipulated by the CSRC, and shall be kept at the company's residence for the public to consult. The full text of the information disclosure documents shall be disclosed on the website of Shenzhen Stock Exchange and the website of newspapers and periodicals that meet the conditions prescribed by the CSRC. The summaries of information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of Shenzhen Stock Exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
The announcement manuscripts issued by the company shall use factual descriptive language to explain the true situation of the event in a concise and easy to understand manner, and shall not contain words and sentences of publicity, advertising, compliment or slander.
The company shall not release information on the company's website and 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 report.
The company shall submit the draft of information disclosure announcement and relevant documents for future reference to Guangdong securities regulatory bureau and keep them at the company's domicile for public inspection.
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 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, it 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.
With the consent of Shenzhen Stock Exchange, the company may suspend the disclosure of relevant information. Generally, the period of suspension of disclosure shall not exceed 2 months. If the application for suspension of disclosure is not approved by Shenzhen Stock Exchange, the reason for suspension of disclosure has been eliminated, or the period for suspension of disclosure expires, the company shall disclose it in time.
Article 14 If the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by Shenzhen Stock Exchange, and the disclosure or performance of relevant obligations in accordance with the requirements of the measures for the administration of information disclosure of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange or this system may lead to the company's violation of national laws and regulations on confidentiality or damage the interests of the company, May apply to Shenzhen stock exchange for exemption from disclosure or perform relevant obligations.
Chapter III contents of information disclosure
Section I periodic report
Article 15 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 reports in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law. Article 16 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 fails to disclose the plan regularly and the reasons for the delay shall be disclosed to the Shenzhen Stock Exchange within the deadline, and the solutions shall be solved in time.
Article 17 the contents, formats and preparation rules of the company's annual report, interim report and quarterly report shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Article 18 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 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 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 19 Where the company uses the raised funds in the current year, it shall, at the same time of conducting the annual audit, engage 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 20 in case of any of the following circumstances in the company's expected annual operating performance or financial situation, 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 last year;
(III) turning losses into profits;
(IV) the net assets at the end of the period are negative.
After the disclosure of the performance forecast, if the company expects that the performance of the current period is significantly different from the disclosed performance forecast, it shall disclose the correction announcement of the performance forecast in time.
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. 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 disclose the performance express report in time. In case of performance leakage before the disclosure of the regular report, or abnormal fluctuations in the trading of the company's shares and their derivatives due to performance rumors, the performance express shall be disclosed in time.
Article 21 in case of performance disclosure before the disclosure of the periodic report, or performance rumors and abnormal fluctuations in the company's stock trading, 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.
Article 22 the company shall hold an annual report explanation meeting within 15 trading days after the disclosure of the annual report to explain the company's industry status, development strategy, production and operation, financial status, risks and difficulties and other issues of concern to investors.
The company shall issue the notice of holding the annual report explanation meeting at least five trading days in advance. The contents of the announcement shall include the date and time of the meeting (no less than two hours), the way of holding the meeting (on-site / online), the place or website of the meeting, the list of attendees of the company, the way of collecting questions, etc., and solicit questions publicly for all investors. Before the general meeting of shareholders of the company deliberates on the specific scheme of cash dividend, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
Article 23 Where a non-standard audit report 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 a non-standard audit opinion is issued on the financial and accounting report in the periodic report, and the stock exchange believes that it is suspected of violating the law, it shall submit it to the CSRC for investigation.
Section II interim report
Article 24 interim report refers to the announcement other than periodic report issued by the company in accordance with laws, administrative regulations and departmental rules. The interim report (except the announcement of the board of supervisors) shall be issued by the board of directors and affixed with the official seal of the board of directors.
Article 25 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:
(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） Major 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） Appoint or dismiss the accountant as the auditor of the company
