Mengshi new energy technology (Henan) Co., Ltd
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as "the company"), promote the company's standardized operation according to law, and safeguard the legitimate rights and interests of the company and shareholders, especially the public shareholders, in accordance with the company justice of the people's Republic of China, the securities law of the people's Republic of China (hereinafter referred to as "the securities law") and the measures for the administration of information disclosure of listed companies Relevant provisions of relevant laws, administrative regulations, departmental rules, listing rules and articles of association, such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Stock Listing Rules"), Formulate this system.
Article 2 this system is applicable to the company and its subsidiaries.
Article 3 the "inside information" mentioned in this system refers to the unpublished information that involves the operation and finance of the company or has a significant impact on the market price of the company's securities in accordance with the relevant provisions of the securities law.
Article 4 the information disclosure mentioned in this system refers to the insider information mentioned in Article 3 of this system required to be disclosed by laws, regulations and securities regulatory authorities, which is published to the public at the specified time, on the specified media, according to the specified procedures and in the specified manner, and delivered to the securities regulatory authorities and stock exchanges according to the specified procedures.
Chapter II Basic Principles and general provisions of information disclosure
Article 5 the company and relevant information disclosure obligors shall disclose information in a timely and fair manner in accordance with relevant laws, administrative regulations, departmental rules, listing rules, measures, notices and guidelines issued by the stock exchange and the relevant provisions of the articles of association, and ensure that the information disclosed is true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions.
Article 6 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 directors, supervisors and senior managers of the company cannot guarantee the authenticity, accuracy and completeness of the information disclosed by the company, or have objections to the information disclosed by the company, they shall make a statement in the announcement and explain the reasons, and the company shall disclose it.
Article 7 the shareholders, actual controllers and other relevant information disclosure obligors of the company shall perform their information disclosure obligations in accordance with relevant regulations, cooperate with the company in information disclosure, timely inform the company of the events that have occurred or are to occur that may have a great impact on the trading price of the company's shares and their derivatives (hereinafter referred to as "major events or major information"), and shall not disclose relevant information before disclosure.
The company shall assist the relevant information disclosure obligors to fulfill the obligation of information disclosure.
Article 8 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 objective situation, and there shall be no false records.
Article 9 the company and relevant information disclosure obligors shall disclose information objectively, in clear and appropriate language and words, and shall not make misleading statements.
The company's disclosure of predictive information and other information related to the company's future operation and financial status shall be reasonable, prudent and objective.
Article 10 the information disclosed by the company and relevant information disclosure obligors shall be complete, fully disclose the information that may have a great impact on the trading price of the company's shares and their derivatives, reveal the major risks that may arise, and shall not selectively disclose some information or major omissions.
The information disclosure documents and materials shall be complete and the format shall meet the specified requirements.
Article 11 the company and relevant information disclosure obligors shall disclose major information within the time limit specified in the stock listing rules, and shall not intentionally choose the time point of disclosure.
Article 12 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 it to any unit or individual in advance.
Article 13 when disclosing information, the company and relevant information disclosure obligors shall use factual descriptive language, which is concise, clear in logic, plain in language and easy to understand.
Article 14 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 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.
Article 15 the company, relevant information disclosure obligors and other insiders shall keep the insiders of the information to a minimum before information disclosure.
Before the insider information is disclosed according to law, the insider shall not disclose or disclose the insider information, buy or sell or suggest others to buy or sell the company's shares and their derivatives.
Article 16 the company and relevant information disclosure obligors shall pay attention to the rumors about the company and the trading situation of the company's shares and their derivatives, and timely understand the real situation from relevant parties. If the rumors may have a great impact on the trading situation of the company's shares and their derivatives, the company and relevant information disclosure obligors shall verify the situation with relevant parties and timely disclose the announcement for clarification.
Article 17 in addition to the information required to be disclosed according to regulations, the company and relevant information disclosure obligors may voluntarily disclose information related to investors' value judgment and investment decision-making, but shall not conflict with the information disclosed according to regulations or mislead investors.
The voluntary disclosure of information by the company and relevant information disclosure obligors shall be true, accurate and complete, abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not make selective disclosure.
The illegal disclosure of the company's stock price, Prudential disclosure of the company's derivative information and other obligations shall not affect the company's objective trading of the company's stock price or other related information.
Article 18 the information disclosed by the company includes regular reports and interim reports.
The company and relevant information disclosure obligors shall prepare and disclose announcements in accordance with laws and regulations, stock listing rules and other provisions of the stock exchange, and submit relevant documents for future reference in accordance with the provisions. The company and relevant information disclosure obligors shall not replace the temporary announcement obligations that should be performed in the form of regular reports.
Article 19 in case of any error, omission or misleading in the periodic report or interim report, and the stock exchange requires the company to make an explanation and announcement, the company shall handle it in accordance with the requirements of the stock exchange.
Article 20 the announcements of the company and relevant information disclosure obligors shall be disclosed on the website of the stock exchange and the media meeting the conditions stipulated by the CSRC, and shall be kept at the company's domicile and the stock exchange for the public to consult.
The company and relevant information disclosure obligors shall not abuse the qualified media in the form of announcement to disclose the content of publicity, advertising, slander, compliment and other nature.
Article 21 the company shall ensure that the documents disclosed on the designated media are completely consistent with the contents registered in the stock exchange.
The information disclosed by the company in other public media shall not precede the designated media, and shall not replace the company's announcement in other forms such as press release or answering reporters' questions. The directors shall comply with and cause the company to comply with the foregoing provisions.
Article 22 the company shall be equipped with necessary communication equipment for information disclosure, establish effective communication channels with the stock exchange, and ensure the smooth flow of external consultation telephone.
Article 23 Where the information to be disclosed by the company and relevant information disclosure obligors is recognized as state secrets according to law, and timely disclosure or performance of relevant obligations may endanger national security, damage the interests of the company or lead to violation of laws and regulations, they may be exempted from disclosure or performance of relevant obligations in accordance with the relevant provisions of the stock exchange.
If the information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets, and timely disclosure or performance of relevant obligations may lead to unfair competition, damage to the interests of the company or violation of laws and regulations, the disclosure or performance of relevant obligations in accordance with the relevant provisions of the stock exchange may be suspended or exempted.
In principle, the time limit for the company and relevant information disclosure obligors to suspend the disclosure of temporary trade secrets shall not exceed two months.
Article 24 the company and relevant information disclosure obligors shall suspend disclosure and exempt from disclosure in accordance with Article 23
（1） The information to be disclosed is not disclosed;
（2） Relevant insiders have made a written commitment to confidentiality;
（3） There is no abnormal fluctuation in the trading of the company's shares and their derivatives.
If the requirements of Article 23 and the preceding paragraph are not met, or the period of deferred disclosure expires, the company and relevant information disclosure obligors shall timely perform information disclosure and relevant obligations.
If the reasons for suspension or exemption from disclosure have been eliminated, the company and relevant information disclosure obligors shall disclose in time, and explain the review procedures performed, confidentiality measures taken, etc.
Article 25 the Secretary of the board of directors of the company is responsible for information disclosure.
The company shall ensure that the Secretary of the board of directors can obtain relevant information in a timely and unimpeded manner. Other directors, supervisors, senior managers and other personnel other than the Secretary of the board of directors, without the written authorization of the board of directors, shall comply with the stock listing rules of Shenzhen Stock Exchange and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs and other relevant provisions, No material information not disclosed by the company shall be released to the public. 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; When the Secretary of the board of directors needs to know the situation and progress of major matters, relevant departments (including the company's holding subsidiaries) and personnel shall actively cooperate and assist, reply in a timely, accurate and complete manner, and provide relevant materials as required.
Chapter III periodic report
Article 26 the company's regular reports include annual reports, semi annual reports and quarterly reports.
The company shall prepare and disclose periodic reports within the time limit prescribed by laws, administrative regulations, departmental rules and listing rules.
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 to disclose on schedule, solutions and the deadline for delayed disclosure.
Article 27 the company shall prepare and disclose periodic reports in accordance with the relevant provisions of the securities regulatory authorities and the stock exchange.
The full text and abstract of the annual report, semi annual report and quarterly report shall be disclosed on the relevant designated media in accordance with the requirements of the stock exchange.
Article 28 the directors and senior managers of the company shall sign written confirmation opinions on the company's periodic reports; The board of supervisors of the company shall review the company's periodic reports prepared by the board of directors and put forward written review opinions.
Article 29 the company shall take seriously the post examination opinions of the stock exchange on the periodic report, respond to the inquiries of the stock exchange in time, and explain and explain the relevant contents of the periodic report as required. If it is necessary to disclose the correction or supplementary announcement and modify the periodic report, the company shall make an announcement after performing the corresponding procedures, and disclose the full text of the modified periodic report on the designated website.
Chapter IV interim report
Article 30 interim reports refer to the announcements other than periodic reports issued by the company in accordance with laws, administrative regulations, departmental rules and listing rules. The interim report (except the announcement of the board of supervisors) shall be issued by the board of directors and affixed with the official seal of the board of directors.
Article 31 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 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) 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 changes in accounting policies and 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;
