Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. information disclosure management system
Chapter I General Provisions
Article 1 in order to strengthen the information management of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as “the company” or “the company”), ensure the authenticity, accuracy and timeliness of external information disclosure, and 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 (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 standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”), the guidelines for self-discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and other relevant laws and regulations This system is formulated in accordance with other normative documents and the relevant provisions of the articles of association of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 the information mentioned in this system refers to the information that may or has had a great impact on the trading price of the company’s shares and their derivatives, that is, the price sensitive information and other information required to be disclosed by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
Article 3 this system is applicable to the company and its holding subsidiaries included in the company’s consolidated accounting statements.
Article 4 the information disclosure obligors determined in accordance with relevant laws and regulations, normative documents issued by the CSRC and relevant rules of the exchange shall abide by this system and accept the supervision of the CSRC and the exchange.
Article 5 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 have equal access to the same information, and shall not privately disclose, disclose or divulge it to specific objects in advance.
Specific objects refer to institutions and individuals that are easier to contact the subject of information disclosure than ordinary small and medium-sized investors, have more information advantages, and are likely to use relevant information for securities trading or dissemination of relevant information, including:
(I) institutions, individuals and their affiliates engaged in securities analysis, consulting and other securities services; (II) institutions, individuals and their affiliates engaged in securities investment;
(III) news media, journalists and their affiliates;
(IV) shareholders and related persons holding and controlling more than 5% of the shares of the company;
(V) other institutions or individuals recognized by the company or the exchange.
In case of direct communication between the company and specific objects, in addition to being invited to participate in the investment strategy analysis meeting held by institutions such as the Research Institute of securities companies, the company shall require the specific objects to issue unit certificates, ID cards and other materials, and require them to sign a letter of commitment. The letter of commitment shall at least include the following contents:
(I) promise not to deliberately inquire into the material information not disclosed by the company, and not to communicate or inquire with personnel other than the designated personnel of the company without the permission of the company;
(II) promise not to disclose the unpublished material information obtained unintentionally, and not to use the obtained unpublished material information to buy and sell the company’s securities or suggest others to buy and sell the company’s securities and their derivatives;
(III) undertake not to use unpublished material information in research reports, press releases and other documents such as investment value analysis reports, unless the company discloses the information at the same time;
(III) promise to indicate the source of data in case of profit forecast and stock price forecast in investment value analysis report, press release and other documents, and do not use subjective assumptions and data lacking factual basis;
(IV) promise to inform the company of the investment value analysis report, press release and other documents before release or use;
(V) clarify the responsibility for breach of commitment. The directors, supervisors, senior managers and other information disclosure obligors of the company shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate, complete, timely and fair, and there shall be no 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.
Where securities and their derivatives are publicly issued and traded both at home and abroad, the information disclosed by the information disclosure obligor in the overseas market shall be disclosed in the domestic market at the same time.
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 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 6 information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 7 the information disclosed by the company and other information disclosure obligors 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 domicile of the listed company and the stock exchange for the public to consult.
The full text of the information disclosure documents shall be disclosed on the website of the 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 the stock exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
Information disclosure obligors shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, and shall not replace the interim reporting obligations that should be performed in the form of regular reports.
Article 8 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to Beijing Securities Regulatory Bureau. Article 9 the information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the company and other information disclosure obligors 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 II Contents and standards of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 10 the preparation of a prospectus by a 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 11 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 company and all its directors, supervisors and senior managers shall sign and seal the prospectus; The controlling shareholder and actual controller of the company shall issue a confirmation opinion on the prospectus, and sign and seal it. 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 when applying for securities listing and trading, a company shall prepare a listing announcement in accordance with the provisions of the exchange, and make an announcement after being examined and approved by the 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.
Article 14 the professional opinions of the sponsors and securities service institutions are quoted in the prospectus and listing announcement to ensure that the opinions of the sponsors and securities service institutions will not be misleading.
Article 15 the provisions of Articles 11 to 14 of the system relating to 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 and 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.
Article 18 a company shall prepare and disclose periodic reports within the time limit prescribed by laws, administrative regulations, departmental rules and the listing rules.
The 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 not expected to disclose the annual report within two months from the end of the fiscal year, it shall disclose the performance express within two months after the end of the fiscal year. The performance express shall disclose the company’s operating revenue, operating profit, total profit, net profit, total assets, net assets, earnings per share, net assets per share and return on net assets and other data and indicators for the current period and the same period of last year. When disclosing the performance express, the company shall submit the following documents to the exchange:
(I) announcement manuscript;
(II) comparative balance sheet and income statement signed and sealed by the current legal representative of the company, the person in charge of accounting, the chief accountant (if any) and the person in charge of the accounting organization (the person in charge of Accounting);
(III) other documents required by the exchange.
If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the exchange in time, and announce the reasons, solutions and deadline for delayed disclosure.
Article 19 the board of directors of the company shall ensure the timely disclosure of the company’s periodic report. If the resolution of the board of directors on the periodic report cannot be formed for some reason, the relevant matters shall be disclosed in the form of announcement of the board of directors, explaining the specific reasons and existing risks for the failure to form the resolution of the board of directors. The company shall not disclose periodic reports that have not been examined and approved by the board of directors.
Article 20 the company shall formulate periodic reports in accordance with the format and preparation rules of annual reports and interim reports formulated by the CSRC and the stock exchange.
Article 21 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 22 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 23 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 24 The Chief Executive Officer (president), chief financial officer, Secretary of the board of directors and other senior managers of the company shall timely prepare periodic reports and submit them to the board of directors for deliberation; 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 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.
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 listed company. Where a listed company does not disclose, 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 25 the directors, supervisors and senior managers of the company shall not refuse to sign written opinions on the company’s periodic reports for any reason, which will affect the timely disclosure of the periodic reports.
The board of directors of the company shall not affect the timely disclosure of the company’s periodic reports for any reason.
Article 26 the financial and accounting reports in the company’s annual report must be audited by an accounting firm qualified to engage in Securities and futures related businesses.
The financial and accounting reports in the interim report of the company may not be audited, but under any of the following circumstances, the company shall hire an accounting firm to audit:
(I) it is planned to make profit distribution (except for cash dividends only), convert the accumulation fund into share capital or make up for losses in the second half of the year;
(II) recognized by the CSRC or the stock exchange
