Hitevision Co.Ltd(002955) information disclosure management system
April 2022
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Hitevision Co.Ltd(002955) (hereinafter referred to as “the company”), strengthen the management of information disclosure and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of information disclosure of listed companies issued by the China Securities Regulatory Commission This system is formulated in accordance with the relevant laws, regulations, normative documents such as the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the relevant provisions of the Hitevision Co.Ltd(002955) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 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, listing rules, detailed rules, guidelines and notices issued by Shenzhen Stock Exchange, and ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Article 3 the 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. If the content of the information disclosed cannot be guaranteed to be true, accurate, complete, timely and fair, a corresponding statement shall be made in the announcement and the reasons shall be explained.
Article 4 the relevant provisions of this system are 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) heads of all departments of the company’s headquarters, branches and subsidiaries;
(VI) controlling shareholders and major shareholders holding more than 5% of the shares of the company;
(VII) other company personnel and departments responsible for information disclosure.
Article 5 The term “specific objects” as mentioned in this system refers to institutions and individuals that are easier to access the subject of information disclosure than ordinary small and medium-sized investors, have more information advantages, and are likely to use relevant information for securities trading or dissemination of relevant information, including:
(I) institutions, individuals and their affiliates engaged in securities analysis, consulting and other securities services; (II) institutions, individuals and their affiliates engaged in securities investment;
(III) shareholders holding or controlling more than 5% of the company’s shares and their affiliates;
(IV) news media, journalists and their affiliates;
(V) other units or individuals recognized by Shenzhen Stock Exchange.
Chapter II Basic Principles and general provisions of information disclosure
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 Shenzhen Stock Exchange and disclose them in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 7 the information disclosed by the company and relevant information disclosure obligors shall be based on objective facts or judgments and opinions with factual basis, truthfully reflect the actual situation, and there shall be no false records.
Article 8 the information disclosed by the company and relevant information disclosure obligors shall be objective, without exaggeration or misleading statements.
The disclosure of predictive information and other information related to the company’s future operation and financial status shall be reasonable, prudent and objective.
Article 9 the information disclosed by the company and relevant information disclosure obligors shall be complete in content, complete in documents, and in a format consistent with the prescribed requirements, without major omissions.
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 verify the relevant information with relevant parties, and truthfully reply to the inquiries raised by Shenzhen Stock Exchange on the above matters within the specified time limit, And make timely announcement on relevant situations in accordance with the provisions of this system and the listing rules and the requirements of Shenzhen Stock Exchange. It is not allowed to fail to perform the obligation of reporting and announcement on the grounds that relevant matters are uncertain or need to be kept confidential.
Article 11 the company’s insiders and supervisors shall not disclose insider information, manipulate the price of the company’s shares and other related information, and shall not cooperate with the company’s insiders and supervisors to disclose insider information and other related information before the company’s insiders and supervisors disclose the insider information and their obligations to control the price of the company’s shares.
Article 12 the information to be disclosed by the company includes regular reports and interim reports.
Before disclosing information, the company shall, in accordance with the listing rules or the requirements of Shenzhen Stock Exchange, submit the announcement draft and relevant documents for future reference to Shenzhen Stock Exchange at the first time.
The announcement manuscript shall use factual descriptive language to explain the events to be disclosed in a concise and easy to understand manner, and shall not contain words and sentences of publicity, advertising, compliment, slander and other nature.
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 consistency of the contents of the two texts shall be ensured. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Article 13 the company’s regular and interim reports and the announcements of relevant information disclosure obligors shall be disclosed on the media designated by the CSRC after being registered in the Shenzhen Stock Exchange.
Article 14 the company and relevant information disclosure obligors shall ensure that the documents disclosed on the designated media are completely consistent with the contents registered in Shenzhen Stock Exchange. If they fail to disclose according to the set date or the registered contents, they shall immediately report to Shenzhen Stock Exchange.
Article 15 the major information released by the company and relevant information disclosure obligors in other public media shall not be prior to the designated media, and the unpublished major information shall not be disclosed or leaked by any other means such as press release or answering reporters’ questions before being announced on the designated media.
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 and relevant information disclosure obligors shall pay attention to the reports of the public media on the company and the trading of the company’s shares and their derivatives, and timely learn the true situation from relevant parties. The company shall truthfully reply to the inquiries raised by Shenzhen Stock Exchange on relevant matters within the specified time limit, and make timely, true, accurate and complete announcements on relevant situations in accordance with the provisions of the listing rules and the requirements of Shenzhen Stock Exchange. It shall not fail to perform the obligations of reporting, announcing and replying to the inquiries of Shenzhen Stock Exchange on the grounds that the relevant matters are uncertain and need to be kept confidential.
Article 17 the company shall keep information disclosure documents such as regular reports, interim reports and relevant documents for future reference at the company’s domicile for public inspection at the same time of announcement.
Article 18 the company shall be equipped with communication equipment necessary for information disclosure to ensure the smooth flow of external consultation telephone.
Article 19 Where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by Shenzhen Stock Exchange, timely disclosure may harm the interests of the company or mislead investors, and meets the following conditions, the company may apply to Shenzhen stock exchange for suspension of disclosure, stating the reasons and time limit for suspension of disclosure:
(I) the information to be disclosed is not disclosed;
(II) relevant insiders have made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
With the consent of Shenzhen 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 Shenzhen 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.
Article 20 if the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by Shenzhen Stock Exchange, and the disclosure or performance of relevant obligations in accordance with the Listing Rules may lead to its violation of relevant state confidentiality laws and regulations or damage the interests of the company, the company may apply to Shenzhen stock exchange for exemption from the disclosure or performance of relevant obligations in accordance with the listing rules.
Article 21 if the events occurred or related to the company fail to meet the disclosure standards specified in the listing rules, or there are no specific provisions in the listing rules, but the Shenzhen 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 them in time in accordance with the listing rules, and when similar events occur, Disclosed according to the same standard.
Article 22 No major matters that have not been disclosed shall be notified or disclosed to shareholders at the general meeting of shareholders. Article 23 Where the company communicates with any institution or individual on the company’s operation, financial status and other events through performance briefing, analyst meeting, roadshow, acceptance of investor research and other forms, it shall not disclose or divulge undisclosed major information.
If the company and relevant information disclosure obligors really need it, they can release major information through press conferences, media interviews, the company’s website, online we media and other means during non trading hours, but the company shall disclose relevant announcements before the beginning of the next trading period.
Where the company and its relevant information disclosure obligors submit documents or transmit information to the company’s shareholders, actual controllers or other third parties, involving undisclosed major information, they shall perform the obligation of information disclosure in a timely manner.
Article 24 the company’s shareholders, actual controllers, purchasers and other subjects with changes in equity and other relevant information disclosure obligations 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.
Chapter III management responsibilities of information disclosure
Article 25 the management system of information disclosure affairs shall be implemented by the board of directors of the company, the chairman of the company shall be the first person responsible for the implementation of the management system of information disclosure affairs, and the Secretary of the board of directors shall be responsible for specific coordination. The office of the board of directors is the information disclosure management department of the company.
Article 26 the Secretary of the board of directors is responsible for organizing and coordinating the information disclosure of the company, collecting the information that should be disclosed by the company and reporting to the board of directors, continuously paying attention to the media reports on the company and actively verifying the truth of the reports. The Secretary of the board of directors and the senior management personnel have the right to consult the documents of the board of directors and the board of supervisors, and have the right to participate in all matters related to the general meeting of the company.
The Secretary of the board of directors shall be responsible for the public announcement of the company’s information and other related matters. In addition to the announcement of the board of supervisors, the information disclosed by the company shall be published in the form of the announcement of the board of directors. Directors, supervisors and senior managers shall not release the undisclosed information of the company without the written authorization of the board of directors.
The company shall provide convenience for the Secretary of the board of directors to perform his duties, and the person in charge of Finance shall cooperate with the Secretary of the board of directors in the relevant work of financial information disclosure.
Article 27 the directors, supervisors and senior managers of the company shall be diligent and responsible, pay attention to the preparation of information disclosure documents, ensure the disclosure of regular reports and interim reports within the specified time limit, and cooperate with the company and other information disclosure obligors to fulfill the obligation of information disclosure.
Article 28 the directors, the board of directors, supervisors, the board of supervisors and senior managers of the company shall be responsible for ensuring that the information disclosure management department and the Secretary of the board of directors of the company are informed of the major information of the organization and operation of the company, the information that has a substantial or significant impact on the decisions of shareholders and other stakeholders, and other information that should be disclosed in a timely manner.
Article 29 the directors shall understand and continue to pay attention to the company’s production and operation, financial status, major events that have occurred or may occur and their impact, and take the initiative to investigate and obtain the information required for decision-making. The directors and the board of directors of the company shall be diligent and responsible to ensure the authenticity, accuracy and completeness of the company’s information disclosure.
Article 30 the supervisors and the board of supervisors shall not only ensure the authenticity, accuracy and completeness of the contents of the announcement of the board of supervisors, but also supervise the behavior of the directors and senior managers of the company in performing their duties of information disclosure; Pay attention to the information disclosure of the company, and if it is found that there are violations of laws and regulations in the information disclosure, it shall investigate and put forward handling suggestions.
Article 31 the senior managers shall timely report to the board of directors the major events in the operation or finance of the company, the progress or changes of the disclosed events and other relevant information. Article 32 the head of each department of the company’s headquarters, each branch and subsidiary is the first person responsible for the information report of the Department and the company. At the same time, each department, each branch and subsidiary shall designate a special person as the designated contact person to be responsible for reporting information to the information disclosure management department or the Secretary of the board of directors. The heads of all departments of the company’s headquarters, branches and subsidiaries shall urge the department or the company to strictly implement the information disclosure management and reporting system, and ensure that the major information that should be disclosed in the department or the company is timely notified to the information disclosure management department or the Secretary of the board of directors.
Article 33 The directors, supervisors and senior managers of the company shall be responsible for the authenticity, accuracy, completeness, timeliness and fairness of the company’s information disclosure, unless there is sufficient evidence that they have fulfilled their obligations of diligence.
The chairman, manager and Secretary of the board of directors of the company shall bear the main responsibility for the authenticity, accuracy, integrity, timeliness and fairness of the information disclosure in the company’s interim report. The chairman, general manager and financial director of the company shall be mainly responsible for the authenticity, accuracy, integrity, timeliness and fairness of the company’s financial report.
Article 34 The Office of the board of directors of the company is responsible for the archives management of the company’s information disclosure documents and materials. The Secretary of the board of directors is the first person in charge, and the securities affairs representative is specifically responsible for the archives management.
Article 35 The Office of the board of directors of the company shall properly keep the documents and materials related to the performance of information disclosure duties by directors, supervisors, senior managers, departments and subordinate companies.
Article 36 the office of the board of directors of the company shall be responsible for keeping the original of the prospectus, listing announcement, periodic report, interim report and relevant contracts, agreements, resolutions and records of the general meeting of shareholders, resolutions and records of the board of directors, resolutions and records of the board of supervisors and other materials for a limited period of time
