360 Security Technology Inc(601360)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to strengthen the management of 360 Security Technology Inc(601360) (hereinafter referred to as “the company”) information disclosure, standardize the company’s information disclosure, ensure the company’s true, accurate and complete disclosure of information, and safeguard the legitimate rights and interests of the company’s shareholders, especially the public shareholders, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for information disclosure of listed companies (hereinafter referred to as the administrative measures) and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules) of the CSRC This management system is hereby formulated in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies No. 2 – management of information disclosure affairs and the 360 Security Technology Inc(601360) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the information disclosure management system (hereinafter referred to as “the management system”) is applicable to the following personnel and institutions:
(I) secretary of the board of directors and Information Disclosure Management Department of the company;
(II) directors and board of directors of the company;
(III) the company’s supervisors and the board of supervisors;
(IV) senior management of the company;
(V) principals of all departments, branches and subsidiaries of the company;
(VI) controlling shareholders of the company and shareholders holding more than 5%;
(VII) other company personnel and departments responsible for information disclosure.
Article 3 the term “information disclosure obligors” as mentioned in this system refers to the company and its directors, supervisors, senior managers, shareholders, actual controllers, purchasers, natural persons, units and related personnel related to major asset restructuring, refinancing and major transactions, bankruptcy managers and their members, as well as other subjects subject to information disclosure obligations stipulated by laws, administrative regulations and the CSRC.
Chapter II Basic Principles and general provisions of information disclosure
Article 4 information disclosure is the continuous responsibility of the company. The company and relevant information disclosure obligors shall disclose information in a timely and fair manner in accordance with laws, regulations, departmental rules, administrative measures, listing rules, measures and notices issued by Shanghai Stock Exchange, and ensure that the disclosed information is true, accurate, complete, concise, clear and easy to understand.
Article 5 the company and relevant information disclosure obligors shall timely and fairly disclose all major events that may have a great impact on the trading price of the company’s shares and their derivatives (hereinafter referred to as “major events”, “major information” or “major events”).
Article 6 the company and relevant information disclosure obligors shall publicly disclose major information to all investors at the same time, so as to ensure that all investors can obtain the same information equally, and shall not disclose or disclose it to single or partial investors. If the documents submitted by the company to shareholders, actual controllers and other third parties involve unpublished material information, it shall timely report to the Shanghai Stock Exchange and disclose them in accordance with the relevant provisions of the Shanghai Stock Exchange.
Article 7 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 without false records, misleading statements or major omissions.
The company shall specify the aforesaid guarantee in a prominent position of the announcement. If a director, supervisor or senior manager cannot guarantee that the contents of the announcement are true, accurate and complete, he shall make a corresponding statement in the announcement and explain the reasons.
Article 8 if the events occurred or related to the company fail to meet the disclosure standards specified in the management system, or there are no specific provisions in the management system, 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 provisions of the management system, and in case of similar events, Disclosed according to the same standard. Article 9 before information disclosure, the company and relevant information disclosure obligors and their directors, supervisors, senior managers and other insiders shall keep the insiders of the information to a minimum, and shall not disclose the company’s insider information, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives. 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 10 the company and relevant information disclosure obligors shall pay attention to the reports of the public media (including major websites) on the company and the trading of the company’s shares and their derivatives, timely understand the real situation from relevant parties, truthfully respond to the inquiries raised by Shanghai Stock Exchange on the above matters within the specified time limit, and timely, true, accurate and in accordance with the provisions of the administrative measures, the listing rules and this administrative system Make a complete announcement on the relevant situation. It is not allowed to fail to perform the reporting and announcement obligations on the grounds that the relevant matters are uncertain or need to be kept confidential.
Article 11 the company’s information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 12 when disclosing information, the company shall use factual descriptive language to ensure that the content is concise and easy to understand, highlight the essence of the event, and shall not contain any words and sentences of publicity, advertising, compliment or slander.
The announcement manuscripts and relevant documents for future reference shall be in Chinese, and if they are in foreign languages at the same time, the contents of the two texts shall be consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Article 13 in case of any error, omission or misleading in the periodic report or interim report disclosed by the company, the company shall make an explanation and make an announcement in accordance with the requirements of Shanghai Stock Exchange.
Article 14 the full text of the company’s 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.
Article 15 the company and relevant information disclosers shall not replace the reporting and announcement obligations that should be performed in the form of press release or answering reporters’ questions, and shall not replace the interim reporting obligations that should be performed in the form of regular reports.
The directors, supervisors and senior managers of the company shall abide by and urge the company to abide by the provisions of the preceding paragraph.
Article 16 the company shall place the information disclosure documents such as periodic reports and interim reports and relevant documents for future reference at the place of the company’s domicile and Shanghai stock exchange for public inspection at the same time of announcement.
Article 17 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.
Article 18 the information to be disclosed by the company belongs to trade secrets and business sensitive information. Timely disclosure may lead to improper competition, damage the interests of the company and investors or mislead investors, and the disclosure can be postponed if the following conditions are met:
（1） The information to be disclosed has not been disclosed;
（2） Relevant insiders have made a written commitment to confidentiality;
（3） There is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
Generally, the period of deferred disclosure shall not exceed two months.
Article 19 Where 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 or the management system may lead to the company’s violation of laws and regulations or endanger national security, the disclosure may be exempted. Exemption from disclosure shall meet the corresponding conditions of Article 18.
Article 20 shareholders, actual controllers, purchasers and other relevant information disclosure obligors of the company shall perform their information disclosure obligations in accordance with relevant regulations, 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 21 if the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 22 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 made by the investor, but it shall not conflict with the information disclosed according to law or mislead the investor.
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.
Chapter III contents of information disclosure
Section I periodic report
Article 23 the periodic reports disclosed by the company 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 annual report shall be made within four months from the end of each fiscal year, and the interim report shall be made 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 report to the Shanghai Stock Exchange in time, and announce the reasons, solutions and deadline for delayed disclosure.
Article 24 the company shall agree with the Shanghai Stock Exchange on the disclosure time of periodic reports.
The company shall handle the disclosure of periodic reports at the time arranged by the Shanghai Stock Exchange. If it is necessary to change the disclosure time for some reason, it shall submit a written application to the Shanghai Stock Exchange five trading days in advance, state the reasons for the change, and specify the disclosure time after the change.
Article 25 the board of directors of the company shall ensure that the company discloses periodic reports on time. If the resolution of the board of directors to review the periodic report cannot be formed for some reason, the company shall disclose the relevant information in the form of the announcement of the board of directors, explaining the reasons for the failure to form the resolution of the board of directors and the existing risks. The company shall not disclose periodic reports that have not been examined and approved by the board of directors.
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.
When signing 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 the periodic report is naturally exempted not only because of their opinions. Article 26 the financial and accounting reports in the company’s annual report must be audited by an accounting firm that complies with the provisions of the securities law. The financial and accounting reports in the company’s interim report may not be audited, but the company shall audit under any of the following circumstances:
（1） It is planned to distribute stock dividends, convert the accumulation fund into share capital or make up for losses according to the semi annual financial data;
（2） Other circumstances that the CSRC or Shanghai Stock Exchange deems necessary for audit.
The financial information in the company’s quarterly report does not need to be audited, unless otherwise stipulated by the CSRC or Shanghai Stock Exchange.
Article 27 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 (whether audited or not) during the reporting period, including the main business income, main business profit, total profit, net profit, total assets, net assets, earnings per share Main financial data and indicators such as net assets per share and return on net assets.
Article 28 the company shall take seriously the post audit opinions of the Shanghai Stock Exchange on its periodic report, timely respond to the inquiries of the Shanghai Stock Exchange, 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 website of Shanghai Stock Exchange.
Article 29 If the company is ordered to make corrections by the relevant authorities or the board of directors decides to make corrections due to errors or false records in the disclosed periodic reports, it shall immediately report to the Shanghai Stock Exchange, and after being ordered to make corrections or the board of directors makes corresponding decisions, in accordance with the relevant provisions of the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information of the CSRC, Timely disclosure.
Article 30 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.
Article 31 Where the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
Section II interim report
Article 32 interim report refers to the announcement other than the periodic report disclosed by the company, which is an interim report. If the content of the interim report involves the major matters described in Chapter VIII “resolutions of the board of directors, the board of supervisors and the general meeting of shareholders”, Chapter IX “transactions to be disclosed”, Chapter X “connected transactions” and Chapter XI “other major matters” of the listing rules, it shall also comply with the relevant requirements of the listing rules.
Article 33 the company shall timely submit and disclose the interim report to the Shanghai Stock Exchange, and the relevant documents for future reference involved in the interim report shall be reported to the Shanghai Stock Exchange at the same time.
Article 34 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 immediately disclose 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 withdraw sufficient amount of corresponding creditor’s rights
