Beijing Scitop Bio-Tech Co.Ltd(300858)
Administrative measures for information disclosure
Chapter I General Provisions
Article 1 in order to strengthen the management of the information disclosure of Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company”), protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, and standardize the information disclosure of the company, according to 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, and the standards for the governance of listed companies These measures are formulated in accordance with the relevant provisions of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 5 – management of information disclosure affairs, and the Beijing Scitop Bio-Tech Co.Ltd(300858) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the information referred to in these measures mainly includes:
1. Regular reports publicly released by the company according to law, including quarterly reports, interim reports and annual reports;
2. The company’s interim report publicly released according to law, including the announcement of the resolution of the general meeting of shareholders, the announcement of the resolution of the board of directors, the announcement of 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 securities exchange;
3. 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;
4. Reports and requests for instructions and other documents submitted by the company to the CSRC and its dispatched offices, stock exchanges and relevant government departments that may have a significant impact on the company’s stock price.
Article 3 the “information disclosure obligor” referred to in these measures mainly includes:
1. The company and its directors, supervisors and senior managers;
2. Responsible persons of all departments and subsidiaries of the company;
3. Shareholders holding more than 5% of the company’s shares, company affiliates and actual controllers of the company;
4. Other information disclosure obligors stipulated by laws, regulations and normative documents.
The main principals of all departments and subsidiaries are responsible for the collection, sorting and transmission of information, and timely notify the Secretary of the board of directors for announcement.
Article 4 the chairman is the ultimate responsible person for the company’s information disclosure and bears the primary responsibility for the management of the company’s information disclosure affairs.
When circumstances or events occur, occur or are about to occur that may have a great impact on the trading price of the company’s shares and their derivatives, the person responsible for the reporting obligation shall timely perform the internal reporting procedures. After receiving the report, the chairman shall immediately report to the board of directors and urge the Secretary of the board of directors to organize the disclosure of the interim report.
Article 5 the Secretary of the board of directors is the specific executor of the company’s information disclosure and the designated contact person with the stock exchange. He is responsible for coordinating and organizing the company’s information disclosure, including improving and perfecting the information disclosure system to ensure the company’s true, accurate, complete and timely information disclosure.
The Secretary of the board of directors is responsible for organizing and coordinating the company’s information disclosure, collecting the information that should be disclosed by the company and reporting to the board of directors, continuously paying attention to the media’s reports on the company, actively verifying the truth of the reports, and handling matters related to the external disclosure of the company’s information. The Secretary of the board of directors has the right to attend the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and relevant meetings of senior managers, to know the financial and operating conditions of the company, and to consult all documents related to information disclosure.
Chapter II Basic Principles of information disclosure
Article 6 the company and relevant information disclosure obligors shall disclose information in a timely and fair manner in accordance with laws, administrative regulations, departmental rules, normative documents, Shenzhen Stock Exchange GEM Listing Rules and the detailed rules, guidelines and notices issued by the stock exchange, and ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Article 7 the directors, supervisors and senior managers of the company shall ensure that the information disclosed by the company is true, accurate and complete. If the information disclosed cannot be guaranteed to be true, accurate and complete, they shall make a corresponding statement in the announcement and explain the reasons.
Shareholders, actual controllers, purchasers and other relevant information disclosure obligors shall perform their information disclosure obligations in accordance with relevant regulations, actively cooperate with listed companies 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 that the company should disclose includes regular reports and interim reports. The company and relevant information disclosure obligors shall submit the announcement manuscripts and relevant documents for future reference to the stock exchange at the first time, and the submitted announcement manuscripts and relevant documents for future reference shall meet the requirements of the stock exchange.
The announcement manuscripts and relevant documents for future reference submitted by the company and relevant information disclosure obligors 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 9 the company’s regular reports and interim reports shall be disclosed on the media designated by the company after being registered by the stock exchange. If the company fails to disclose according to the set time, or the contents of the documents disclosed on the designated media are inconsistent with the contents of the documents submitted to the stock exchange for registration, it shall immediately report to the stock exchange.
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 disclose undisclosed major information in any other way such as press release or answering reporters’ questions before making an announcement on the designated media.
The directors, supervisors and senior managers of the company shall abide by and urge the company to comply with the above provisions.
Article 11 the information publicly disclosed by the company shall be on the website of the stock exchange, the media that meet the conditions prescribed by the securities regulatory authority under the State Council and the tide information website（ http://www.cn.info.com.cn. ）According to the announcement, other public media shall not disclose information before the designated newspapers and designated websites. The company shall not replace the official announcement of the company in the form of press release or answering reporters’ questions, and shall not replace the temporary reporting obligation in the form of regular report.
Article 12 Where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by the stock exchange, timely disclosure may damage the interests of the company or mislead investors, and meets the following conditions, an application for suspension of disclosure may be submitted to the stock exchange to explain the reasons and time limit for suspension of disclosure: 1. The information to be disclosed has not been disclosed;
2. The insiders of the inside information have promised in writing to keep it confidential;
3. There is no abnormal fluctuation in the trading of the company’s shares and their derivatives. With the consent of the stock exchange, the company may suspend the disclosure of relevant information. Generally, the period of suspension of disclosure shall not exceed two months. If the application for suspension of disclosure is not approved by the 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.
If the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by the stock exchange, and the disclosure or performance of relevant obligations in accordance with the Shenzhen Stock Exchange gem stock listing rules may lead to its violation of relevant national confidentiality laws and regulations or damage the interests of the company, it may apply to the stock exchange for exemption from the disclosure or performance of relevant obligations in accordance with the Shenzhen Stock Exchange gem stock listing rules.
The company shall carefully determine the suspension and exemption of information disclosure, and take effective measures to prevent the disclosure of information suspended or exempted. Where the company decides to suspend or exempt the disclosure of specific information, the Secretary of the board of directors of the company shall be responsible for registration, which shall be properly filed and kept after being signed and confirmed by the chairman of the company.
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.
Chapter III Examination and approval procedures for information disclosure
Article 13 information disclosure shall strictly follow the following approval procedures:
(I) the information manuscripts of public information disclosure shall be written or reviewed by the Secretary of the board of directors;
(II) the Secretary of the board of directors shall, in accordance with the provisions of relevant laws, regulations and the articles of association, disclose the periodic report and the resolutions of the general meeting of shareholders, the meeting of the board of directors and the meeting of the board of supervisors after performing the legal examination and approval procedures;
(III) the Secretary of the board of directors shall go through the following approval procedures before publicly disclosing interim reports other than resolutions of the general meeting of shareholders, the board of directors and the board of supervisors:
1. The interim report issued in the name of the board of directors shall be submitted to the chairman for review and signature;
2. The interim report issued in the name of the board of supervisors shall be submitted to the chairman of the board of supervisors for examination and signature;
3. Within the scope authorized by the board of directors, if the business matters that the general manager has the right to approve need to be publicly disclosed, the announcement of such matters shall be submitted to the Secretary of the board of directors for review, then submitted to the chairman for review and approval, and published in the name of the company; Submit it to the chairman of the holding company or the director of the participating company sent by the company for review and signature, then submit it to the general manager of the company for review and approval, and finally submit it to the chairman of the company for review and approval, and issue it in the name of the company.
(IV) the reports, requests for instructions and other documents submitted by the company to the CSRC, the stock exchange or other relevant government departments and the publicity information manuscripts related to the company’s major decisions and economic data published in the news media shall be submitted to the general manager or the chairman of the company for final issuance.
Article 14 when the relevant departments of the company study and decide on matters involving information disclosure, they shall notify the Secretary of the board of directors to attend the meeting as nonvoting delegates and provide them with the materials required for information disclosure.
Article 15 when the relevant departments of the company have questions about whether the information matters are disclosed or not, they shall timely consult the Secretary of the board of directors or the stock exchange through the Secretary of the board of directors.
Article 16 if the company finds that the disclosed information (including the announcement issued by the company and the information about the company reproduced in the media) is wrong, omitted or misleading, it shall issue a correction announcement, supplementary announcement or clarification announcement in time.
Article 17 information disclosure obligors and relevant departments of the company shall report to the Secretary of the board of directors or the securities department as soon as they receive the following documents. Except for special circumstances such as state secrets and trade secrets, the Secretary of the board of directors shall timely notify the received documents to the board of directors, and timely reply and report relevant issues in accordance with legal procedures: (I) the decisive document issued by the regulatory department to criticize the above punishment;
(II) supervision letters, attention letters, inquiry letters and other letters sent by the regulatory authorities to the company.
Chapter IV disclosure of periodic reports
Article 18 annual report:
(I) the company shall, within 4 months from the end of each fiscal year, prepare the text and summary of the annual report in accordance with the provisions of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 – Contents and forms of annual report of the CSRC.
(II) the company shall submit the annual report to the stock exchange within two trading days after being approved by the board of directors. After being registered by the stock exchange, the summary of the annual report shall be published in the designated newspapers and periodicals, and the text shall be disclosed on the designated website.
Article 19 semi annual report:
(I) the company shall, within two months after the end of the first six months of each fiscal year, prepare the text and summary of the semi annual report in accordance with the standards for the contents and forms of information disclosure by companies offering securities to the public No. 3 – Contents and forms of semi annual report and relevant regulations of the CSRC.
(II) the company shall submit the semi annual report to the stock exchange within two trading days after being approved by the board of directors. After being registered by the stock exchange, the summary of the semi annual report shall be published in the designated newspapers and periodicals, and the text shall be disclosed on the designated website.
Article 20 quarterly report:
The third quarter report of listed companies shall be prepared in accordance with the format of announcement of Shenzhen Stock Exchange No. 47 of the first quarter and the format of the third quarter report of listed companies within the first two months after the end of the first quarter.
(II) the company shall submit the quarterly report to the stock exchange within two trading days after being approved by the board of directors. After being registered by the stock exchange, the quarterly report shall be published in the designated newspaper and disclosed on the designated website at the same time. (III) the disclosure time of the company’s first quarter report shall not be earlier than the disclosure time of the company’s annual report of the previous year.
Article 21 the company’s manager, financial principal, Secretary of the board of directors and other senior managers shall timely prepare the draft periodic report and submit it to the board of directors for deliberation; The Secretary of the board of directors shall be responsible for delivering it to the directors for review; The chairman of the board of directors is responsible for convening and presiding over the meetings of the board of directors and reviewing the periodic reports; The board of supervisors is responsible for reviewing the periodic reports prepared by the board of directors; The Secretary of the board of directors is responsible for organizing the disclosure of periodic reports.
Article 22 If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the stock exchange in time, and announce the reasons for the failure, solutions and the deadline for delayed disclosure. Chapter V disclosure of Interim Report
Article 23 when convening a meeting of the board of directors, the company shall submit the resolutions of the board of directors (including the resolutions of the board of directors whose proposals are rejected) to the stock exchange for filing and announcement within two trading days after the meeting. Article 24 when holding a meeting of the board of supervisors, the company shall submit the resolution of the board of supervisors to the stock exchange for filing and announcement within two trading days after the meeting.
Article 25 the company shall submit the draft of the announcement of the resolution of the general meeting of shareholders, the resolution of the general meeting of shareholders and the legal opinion to the stock exchange on the day of the conclusion of the general meeting of shareholders, and make an announcement after being registered by the stock exchange.
Article 26 If the general meeting of shareholders is postponed or cancelled for some reason, the company shall issue a notice at least two trading days before the originally scheduled date of the general meeting of shareholders, and the notice shall specify the specific reasons for the postponement or cancellation. If it is an extension, the notice shall announce the date of the meeting after the extension.
Article 27 the announcement of the resolution of the general meeting of shareholders shall include the following contents:
(I) the time, place, method, convener and host of the meeting, and the description of whether it complies with relevant laws, regulations, rules and the articles of Association;
(II) the number of shareholders (agents) attending the meeting, the shares held (agents) and the proportion in the total voting shares of the company;
(III) voting method of each proposal;
(IV) voting results of each proposal. If a resolution is made on a shareholder’s proposal, the name, shareholding ratio and content of the proposal shall be listed; If related party transactions are involved, the avoidance of voting by related shareholders shall be explained;
(V) concluding observations of the legal opinion.
(VI) other relevant information required to be disclosed by the CSRC and the stock exchange
