Shanghai Step Electric Corporation(002527)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Shanghai Step Electric Corporation(002527) (hereinafter referred to as the “company” or “listed company”), promote the standardized operation of the company according to law, and safeguard the legitimate rights and interests of the company’s shareholders, creditors and their stakeholders, 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) The measures for the administration of information disclosure of listed companies (hereinafter referred to as the “measures for the administration of information disclosure”), the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory regulation No. 5 of listed companies of Shenzhen Stock Exchange – the administration of information disclosure affairs and other laws This management system is formulated in accordance with the relevant requirements of administrative regulations and Shanghai Step Electric Corporation(002527) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II Basic Principles of company information disclosure
Article 2 the “information” mentioned in this system refers to the important information that may have a great impact on the trading price of the company’s securities and their derivatives and has not been known to the investors, as well as the information required to be disclosed by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange;
The term “disclosure” as mentioned in this system refers to the disclosure of the above-mentioned information to the public within the specified time, on the specified media and in the specified manner, and submitted to the CSRC in accordance with the regulations.
Article 3 information disclosure is the continuous responsibility of the company, and the company shall perform the obligation of continuous information disclosure in good faith.
Article 4 the company shall submit and disclose information in strict accordance with the content and format requirements of information disclosure stipulated in laws, regulations and the articles of association. Ensure that the information is true, accurate, complete and timely without false records, seriously misleading statements or major omissions. The publicly disclosed information must be submitted to Shenzhen Stock Exchange and CSRC within the specified time.
Article 5 the information disclosure of the company shall reflect the principle of openness, fairness and fairness to all shareholders.
Chapter III contents and standards of information disclosure
Article 6 the information documents to be disclosed by the company mainly include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Section I periodic report
Article 7 the periodic reports that the company shall disclose include annual reports, semi annual reports and quarterly 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.
The annual report shall be prepared and disclosed within four months from the end of each fiscal year, the semi annual report within two months from the end of the first half of each fiscal year, and the quarterly report within one month from the end of the first three months and the first nine months of each fiscal year. The disclosure time of the first quarter report shall not be earlier than that of the previous annual report.
Article 8 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 and the shareholding of the top ten shareholders of the company at the end of the reporting period;
(IV) shareholders holding more than 5% of shares, 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 9 the semi 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 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 10 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 11 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. 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 the directors and supervisors of the company cannot guarantee the authenticity, accuracy and completeness of the contents 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 of the company 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 of the company may directly apply for disclosure.
The directors, supervisors and senior managers of the company 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 12 Where the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 13 in case of performance disclosure before the disclosure of the periodic report, or performance rumors and abnormal fluctuations in the trading of the company’s securities and their derivatives, the company shall timely disclose the relevant financial data of the reporting period. Article 14 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 15 the format and preparation rules of annual report, semi annual report and quarterly report shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Section II interim report
Article 16 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 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 has no claim on the 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 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） Appointing or dismissing an accounting firm to audit the company;
（14） Major independent changes in accounting policies and accounting estimates;
（15） Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（16） The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities;
（17） The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
（18） Other directors, supervisors and senior managers of the company other than the chairman or general manager are unable to perform their duties normally for more than three months or are expected to do so for more than three months due to physical and work arrangements, or are subject to coercive measures taken by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
（19） Other matters prescribed by the CSRC.
If the controlling shareholder or actual controller of the company has a great impact on the occurrence and progress of a major event, it shall timely inform the company in writing of the relevant information it knows, and cooperate with the company to fulfill the obligation of information disclosure. Article 17 when a company changes its name, short name of shares, articles of association, registered capital, registered address, main office address and contact telephone number, it shall disclose them immediately.
Article 18 the company shall timely perform the obligation of information disclosure of major events at any of the following time points:
(I) when the board of directors or the board of supervisors makes a resolution on this major event;
(II) when the parties concerned sign a letter of intent or agreement on the major event;
(III) when the directors, supervisors or senior managers are aware of the occurrence of the major event.
In case of any of the following circumstances before the time point specified in the preceding paragraph, the company shall timely disclose the current situation of relevant matters and risk factors that may affect the progress of the event;
(I) the major event is difficult to keep confidential;
(II) the major event has been disclosed or there are rumors in the market;
(III) abnormal transactions of the company’s securities and their derivatives. Article 19 the transactions to be disclosed by the company include the following matters:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including entrusted loans);
(IV) provide guarantee (including guarantee for holding subsidiaries);
(V) leased in or leased out assets;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer or transfer of R & D projects;
(x) sign the license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（12） Other transactions recognized by Shenzhen Stock Exchange.
The above purchase or sale of assets does not include the purchase of raw materials, fuels and power, as well as the sale of products, commodities and other assets related to daily operation, but the purchase or sale of such assets involved in asset replacement is still included.
Article 20 the transactions mentioned in Article 19 of the company that meet one of the following standards shall be disclosed in time:
(I) the total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(II) the net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(III) the main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan; (IV) the related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
(V) the transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(VI) the profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 21 related party transactions refer to the transfer of resources or obligations between the company or its holding subsidiaries and related parties of the company, including:
(I) contents specified in Article 19 of the system;
(II) purchase of raw materials, fuel and power;
(III) selling products and commodities;
(IV) providing or receiving labor services;
(V) entrusted or entrusted sales;
(VI) deposit and loan business;
(VII) joint investment with related parties;
(VIII) other matters that may lead to the transfer of resources or obligations through the agreement.
Article 22 If the transactions between the company and related parties meet one of the following standards, they shall be disclosed in time:
(I) transactions with connected natural persons with a transaction amount of more than 300000 yuan;
(II) transactions with affiliated legal persons (or other organizations) with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets.
Article 23 affiliated persons include affiliated legal persons (or other organizations) and affiliated natural persons.
A legal person (or other organization) under any of the following circumstances is an affiliated legal person (or other organization) of the company:
(I) legal person (or other organization) that directly or indirectly controls the company;
(II) those directly or indirectly controlled by the legal person (or other organization) mentioned in the preceding paragraph shall be excluded from the capital
