Beijing Quanshi World Online Network Information Co.Ltd(002995)
Administrative measures for information disclosure
April, 2002
catalogue
Chapter I General Provisions Chapter II Contents of information disclosure four
Section I periodic reports four
Section II interim report nine
Chapter III information transmission, review and disclosure process Chapter IV information disclosure management fourteen
Section I information disclosure management and responsibilities of related parties fourteen
Section II internal control and supervision mechanism of financial management and accounting seventeen
Section III information disclosure of shareholders and actual controllers seventeen
Section IV Management of information disclosure Archives eighteen
Section V standardization of information disclosure in investor relations activities eighteen
Section VI Information Disclosure of all departments and subordinate companies of the company nineteen
Section VII confidentiality measures and confidentiality responsibilities of undisclosed information twenty
Chapter V reporting system for receiving relevant documents from securities regulatory authorities Chapter VI accountability mechanism 21 Chapter VII Supplementary Provisions twenty-one
Beijing Quanshi World Online Network Information Co.Ltd(002995)
Administrative measures for information disclosure
Chapter I General Provisions
Article 1 in order to strengthen the information management of Beijing Quanshi World Online Network Information Co.Ltd(002995) (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") Securities Law of the people's Republic of China (hereinafter referred to as "Securities Law") Relevant laws and regulations such as 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 (hereinafter referred to as the "Listing Rules"), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "standardized operation guidelines") These measures are formulated in accordance with other normative documents and the relevant provisions of the Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the term "information disclosure" as mentioned in these Measures refers to the information that may have a great impact on the trading prices of the company's shares and other securities, as well as the information required to be disclosed in the administrative measures for information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations and normative documents.
Article 3 these measures are applicable to the company and the companies included in the scope of the company's consolidated accounting statements. The term "companies included in the scope of consolidated accounting statements" as mentioned in these Measures refers to wholly-owned subsidiaries invested and established by the company, subsidiaries with an equity ratio of more than 50% of the company and joint-stock companies with actual control rights of the company.
Article 4 information disclosure obligors determined in accordance with relevant laws and regulations, normative documents issued by the CSRC and relevant rules of Shenzhen Stock Exchange (hereinafter referred to as the "exchange") shall abide by these measures and accept the supervision of the CSRC and the exchange.
Article 5 information disclosure obligors shall timely perform their obligations of information disclosure in accordance with the law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions.
The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance. However, unless otherwise provided by laws and administrative regulations.
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.
Article 6 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate and complete, and the information disclosure is timely and fair.
Article 7 the controlling shareholders, actual controllers and other relevant information disclosure obligors of the company shall exercise the rights of shareholders according to law and shall not abuse the rights of shareholders to damage the interests of the company or other shareholders.
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. The shareholders and actual controllers of the company shall pay special attention to the confidentiality of major matters in the planning stage. If there are reports or rumors related to the shareholders and actual controllers of the company that may have a great impact on the trading price of the company's shares and their derivatives in the public media, the shareholders and actual controllers shall timely and accurately inform the company of the matters involved in the reports or rumors, and actively cooperate with the company's investigation and relevant information disclosure.
Article 8 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 II Contents of information disclosure
Article 9 information disclosure documents include but are not limited to:
(I) prospectus, interim listing report, etc.
(II) the company's interim report 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 / 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 Shenzhen Stock Exchange. Section I periodic report
Article 10 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors' value judgment and investment decision-making shall be disclosed.
Article 11 the content, format and preparation rules of annual report, interim report and quarterly report shall be implemented in accordance with the relevant provisions of CSRC and Shenzhen Stock Exchange. 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 12 a company shall prepare and disclose periodic reports within the time limit prescribed by laws, administrative regulations, departmental rules and the listing rules.
Article 13 the company shall disclose the annual report 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 14 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%, 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 15 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 top ten shareholders of the company, and the changes of the 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 16 when a company issues convertible corporate bonds, the annual report and semi annual report prepared by the company in accordance with the provisions of this chapter shall also include the following contents:
(I) the previous adjustment and correction of the conversion price, and the latest conversion price after adjustment and correction; (II) cumulative conversion of convertible corporate bonds after issuance;
(III) the list and holdings of the top ten convertible corporate bond holders;
(IV) significant changes in the profitability, asset status and credit status of the guarantor;
(V) the company's liabilities, credit changes and cash arrangements for debt repayment in future years; (VI) other contents stipulated by the CSRC and the exchange.
Article 17 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.
If the periodic report is not reviewed by the board of directors, the review of the board of directors is not passed, or the relevant resolution of the board of directors cannot be formed for some reason, the company shall disclose the specific reasons and existing risks, the special instructions of the board of directors and the opinions of independent directors.
Article 18 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 regularly review the reports prepared by the board of supervisors and put forward written 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 a director, supervisor or can not 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 periodic reports is naturally exempted not only because of their opinions.
Directors, supervisors and senior managers shall not refuse to sign written opinions on periodic reports for any reason. Article 19 Where the company expects to incur losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 20 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 21 the company may hold an annual performance explanation meeting within 15 trading days after the disclosure of the annual report to truthfully and accurately introduce the company's development strategy, production and operation, development of new products and technologies, financial status and business performance, investment projects and other aspects to investors. The company's annual report explanation meeting shall explain the activity time, mode and main contents to investors in the form of announcement in advance. The relevant materials of the annual report explanation meeting shall be published on the company's website and the investor relations management interactive platform of listed companies of Shenzhen stock exchange for investors to consult.
Article 22 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 23 the company shall prepare periodic reports in accordance with the format and preparation rules of periodic reports formulated by the CSRC and the exchange.
Article 24 the financial and accounting reports in the company's annual report shall be audited by an accounting firm. The financial and accounting reports in the company's semi annual report may not be audited, but the company shall audit under any of the following circumstances:
(I) it is proposed to distribute stock dividends, convert the reserve fund into share capital or make up for losses according to the semi annual financial data;
(II) other circumstances that the CSRC or Shenzhen 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 the exchange.
Article 25 the company shall timely submit the periodic report to the exchange after being reviewed by the board of directors, and submit relevant documents in accordance with the requirements of the exchange.
Article 26 a listed company shall make a notice within one month from the end of the accounting year in case of any of the following circumstances in its expected annual operating performance and financial situation:
(I) the net profit is negative;
(II) turning losses into profits from net profits;
(III) achieve profits, and the net profit increases or decreases by more than 50% compared with the same period of last year;
(IV) the net profit before and after deducting non recurring profits and losses, whichever is lower, is negative, and the operating income after deducting business income irrelevant to the main business and income without commercial substance is less than 100 million yuan;
(V) net assets at the end of the period are negative;
(VI) the company's stock trading is due to the fact that it touches the stock listing rules of Shenzhen Stock Exchange (revised in 2022)
