Wondershare Technology Group Co.Ltd(300624)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to improve the information disclosure quality of Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as “the company”), standardize the information disclosure procedures and the company’s external information disclosure, ensure the authenticity, accuracy, integrity, timeliness and fairness of the company’s external information disclosure, and protect the legitimate rights and interests of the company and investors, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) Relevant laws and regulations such as the measures for the administration of information disclosure of listed companies, the guidelines for the governance of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for the self-discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem (hereinafter referred to as the “guidelines No. 2”) This system is formulated in accordance with the relevant provisions of normative documents and Wondershare Technology Group Co.Ltd(300624) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
According to the provisions of the Shenzhen Stock Exchange (hereinafter referred to as the “rules of the stock exchange”) and other relevant information disclosure documents that may have a significant impact on the fairness of the listed company, the administrative regulations of the stock exchange (hereinafter referred to as the “rules of the stock exchange”) and the relevant information disclosure obligations of the listed company (hereinafter referred to as the “rules of the stock exchange”), And ensure that the information disclosed is true, accurate, complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions.
Article 3 the “significant 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, including but not limited to the following information:
(I) regular reports publicly released by the company according to law, including quarterly reports, interim reports and annual reports;
(II) the company’s interim reports publicly released according to law, including 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 the acquisition and sale of assets, the announcement of related party transactions, supplementary announcement, rectification announcement and other major matters, as well as other matters deemed necessary to be disclosed by the stock exchange; (III) the prospectus published in the company’s issuance of new shares, the prospectus published in the allotment of shares, the announcement on the listing of shares and the announcement on the issuance of convertible bonds;
(IV) relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules, guidelines No. 2 and other relevant provisions of the exchange shall announce information on the media designated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). The material information not publicly disclosed is the material information not publicly disclosed.
Article 4 this system is applicable to the company and its holding subsidiaries included in the company’s consolidated accounting statements.
Article 5 the information disclosure obligors mentioned in this system refer to the information disclosure obligors determined in accordance with relevant laws and regulations, normative documents issued by the CSRC and relevant rules of the exchange, including listed companies and their directors, supervisors, senior managers, shareholders, actual controllers, purchasers, natural persons, units and relevant personnel related to major asset restructuring, refinancing and major transactions, The bankruptcy administrator and its members, as well as other subjects undertaking the obligation of information disclosure stipulated by laws, administrative regulations and the CSRC.
Article 6 the Securities Affairs Department of the company is the information disclosure Department of the company, and the company appoints the Secretary of the board of directors to be specifically responsible for the information disclosure of the company.
Chapter II Basic Principles of information disclosure
Article 7 principles of information disclosure:
(I) fulfill the obligation of information disclosure in accordance with laws, administrative regulations, departmental rules, normative documents, stock listing rules, measures and notices issued by stock exchanges and other relevant provisions;
(II) timely and fairly disclose all information that may have a great impact on the trading price of the company’s shares and their derivatives;
(III) ensure that the contents of information disclosure are true, accurate, complete, concise, clear and easy to understand, and there are no false records, misleading statements or major omissions;
(IV) before the insider information is disclosed according to law, the insider of the insider information and the person who illegally obtains the insider 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;
(V) 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.
Article 8 the information disclosed by the company shall be easy to understand, and the factual descriptive language shall be used to explain the true situation of the event in a concise and easy to understand manner. The information disclosure documents shall not contain words and sentences of the nature of publicity, advertising, compliment or slander, and shall not contain misleading statements.
Article 9 in addition to disclosing information in accordance with mandatory provisions, the company may voluntarily disclose information related to investors’ value judgment and investment decision-making.
If the company and relevant information disclosure obligors make voluntary information disclosure, they shall abide by the principle of fair information disclosure, maintain the integrity, continuity and consistency of information disclosure, and shall not make selective information disclosure, conflict with the information disclosed according to law, or mislead investors. If the disclosed information changes significantly and may affect the investment decision, the progress announcement shall be disclosed in time until the matter is completely completed.
Where the company and relevant information disclosure obligors disclose information in accordance with the provisions of the preceding paragraph, they shall disclose information in accordance with the same standard in case of similar events.
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 the company shall designate at least one legal information disclosure newspaper as the media for publishing the company’s announcement and other information that needs to be disclosed, and designate the website of Shenzhen Stock Exchange and cninfo as the website for publishing the company’s announcement and other information that needs to be disclosed. Other public media shall not disclose information before designated newspapers and designated websites. The company and relevant information disclosure obligors shall not replace information disclosure or disclose undisclosed major information in the form of press release or answering reporters’ questions.
Article 11 Where the information to be disclosed does not meet the requirements for the company to disclose in a timely manner and is likely to mislead the interests of investors, the information to be disclosed may be subject to the following conditions: (I) the information to be disclosed may not be disclosed in a timely manner;
(II) the insider of the relevant inside information has made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
If the information that has been suspended from disclosure is leaked or there are market rumors, the company shall timely verify the relevant information and disclose it.
If the reasons for the suspension of disclosure have been eliminated, the company shall timely announce the relevant information, and disclose the reasons for the suspension of disclosure of the information and the internal registration and approval of the company.
If the information to be disclosed by the company belongs to state secrets, trade secrets and other situations, and the disclosure or performance of relevant obligations in accordance with the stock listing rules may lead to its violation of domestic and foreign laws and regulations, unfair competition, damage to the interests of the company and investors or mislead investors, it may be exempted from disclosure.
Chapter III contents and standards of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 12 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.
Article 13 the company and all its directors, supervisors and senior managers shall sign and seal the prospectus to ensure that the contents of the prospectus are true, accurate and complete; The controlling shareholder and actual controller of the company shall issue a confirmation opinion on the prospectus, and sign and seal it.
Article 14 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 15 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 16 Where the professional opinions or reports of the sponsors and securities service institutions are quoted in the prospectus and listing announcement, the relevant contents shall be consistent with the contents of the documents issued by the sponsors and securities service institutions, so as to ensure that the opinions of the sponsors and securities service institutions are not misleading.
Article 17 the provisions of this system on the prospectus shall apply to the prospectus of corporate bonds. Article 18 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Section II periodic report
Article 19 the company shall prepare reports in accordance with the relevant content and format requirements of the CSRC. Article 20 the company shall prepare and disclose periodic reports, including annual reports and interim reports, within the time limit specified by laws, administrative regulations, departmental rules and the stock listing rules.
The annual report shall be prepared and disclosed within 4 months from the end of each fiscal year, and the interim report shall be prepared and disclosed within 2 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 exchange in time, and announce the reasons, solutions and deadline for delayed disclosure.
Article 21 the board of directors of the company shall ensure that the company’s periodic reports are disclosed on time. 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 contents of the periodic report shall be examined and approved by the board of directors of the listed company. The company shall not disclose periodic reports that have not been examined and approved by the board of directors.
Article 22 the company shall prepare periodic reports in accordance with the format and preparation rules of annual reports, interim reports and quarterly reports formulated by the CSRC and the exchange.
Article 23 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 audit opinions issued by the board of supervisors on the periodic report shall explain whether the preparation and audit 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 integrity of the periodic report or have objections, they 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.
Article 24 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 25 in case of performance leakage 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 of the reporting period (whether audited or not), including operating revenue, operating profit, total profit, net profit, total assets and net assets.
Section III interim report
Article 26 interim report refers to the announcement other than periodic report issued by the company in accordance with laws, administrative regulations, departmental rules, normative documents, stock listing rules and other provisions, including but not limited to announcement of major events, resolution of the board of directors, resolution of the board of supervisors, resolution of the general meeting of shareholders, transactions to be disclosed, related party transactions, other major matters to be disclosed, etc.
Article 27 Where the contents disclosed in the interim report involve the resolutions of the board of directors, the board of supervisors and the general meeting of shareholders, transactions to be disclosed, related party transactions and other major events, the disclosure requirements and relevant deliberation procedures shall comply with relevant provisions at the same time. When the company holds the meeting of the board of directors and the meeting of the board of supervisors, it shall submit the resolution of the board of directors to the stock exchange for filing and announcement within two working days after the meeting.
Article 28 when a major event occurs that may have a great impact on the trading price of securities and their derivatives of the listed company, and the investor has not been informed, the listed 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) there is a significant change in the listed company’s operating performance or expected loss;
（11） Major or all businesses come to a standstill;
（12） Obtain additional income that has a significant impact on the current profit and loss
