Aoyuan Beauty Valley Technology Co.Ltd(000615)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Aoyuan Beauty Valley Technology Co.Ltd(000615) (hereinafter referred to as “the company”), correctly perform the obligation of information disclosure, and effectively 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, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs This system is formulated in accordance with the provisions of laws, administrative regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and in combination with the actual situation of the company.
Article 2 the “information” mentioned in this system refers to all the information that has an impact on the trading price of the company’s securities and their derivatives or the decision-making of investors, as well as the information required by the securities regulatory authorities or voluntarily disclosed by the company.
The term “disclosure” as mentioned in this system refers to that the company or relevant information disclosure obligors announce it to the public within the specified time, on the specified media, according to the specified procedures and in the specified manner, and deliver it to the securities regulatory authority according to the specified procedures.
Article 3 the information disclosure obligors of the company include:
(1) The company and its directors, supervisors and senior managers;
(2) Assistant to the chairman, assistant to the president, heads of departments and business centers, and heads of holding subsidiaries;
(3) Controlling shareholders, actual controllers, shareholders holding more than 5% of shares and persons acting in concert;
(4) The purchaser; Natural persons, units and their related personnel such as parties involved in major asset restructuring, refinancing and major transactions;
(5) Personnel of the company and other departments responsible for information disclosure;
(6) Other subjects undertaking the obligation of information disclosure as stipulated by laws, administrative regulations and the CSRC. Article 4 the scope of application of this system includes the headquarters, branches and subsidiaries of the company. The provisions involving shareholders are applicable to the shareholders of the company, and the joint-stock companies of the company shall refer to this system.
Chapter II Basic Principles of information disclosure
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 aforementioned “timely” refers to the two trading days from the date of commencement or the time point of disclosure, the same below.
Article 6 when disclosing information, the information disclosure obligor shall use factual descriptive language to explain the true situation of the event concisely and easily. The information disclosure documents shall not contain words or contents of publicity, advertising, compliment or slander.
Article 7 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, that the information disclosure is timely and fair, and that there are no false records, misleading statements or major omissions. If the content of the information disclosed cannot be guaranteed to be true, accurate and complete, a corresponding statement shall be made in the announcement and the reasons shall be explained.
Article 8 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.
Article 9 information disclosure obligors shall disclose information in accordance with the principle of timeliness, shall not delay the disclosure, and shall not deliberately choose the time point of disclosure to strengthen or dilute the effect of information disclosure, resulting in actual unfairness.
Article 10 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.
Article 11 Where the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 12 information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 13 the information disclosed according to law shall be published on the website of the stock exchange and the media meeting the conditions prescribed by the CSRC, and shall be kept at the company’s domicile and the stock exchange for the public to consult.
Article 14 information disclosure obligors shall not release major information in other public media before that in media that meet the conditions stipulated by the CSRC, and shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, and shall not replace the interim reporting obligations in the form of regular reports.
If the company and relevant information disclosure obligors really need it, they can release major information outside the trading hours, but the company shall disclose relevant announcements before the beginning of the next trading hour.
Article 15 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 all relevant provisions of Shenzhen Securities Exchange.
The information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets. If the 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, and meet 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 has not been disclosed;
(II) the insider of the relevant inside information has made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
If 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.
Chapter III Scope and content of information disclosure
Section I periodic report
Article 16 the periodic reports that the company shall disclose include annual reports and interim 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. If 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 17 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, and the interim report shall be prepared and disclosed within two months from the end of the first half of each fiscal year.
Article 18 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.
Article 19 the content, format and preparation rules of periodic reports shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Article 20 the office of the board of directors is responsible for coordinating and organizing the preparation of periodic reports. All departments and business centers of the company shall provide the materials and data required for the preparation of periodic reports in written form within the specified time. The leaders in charge and principals of all departments and business centers are responsible for the accuracy of the materials provided.
Article 21 Where the company expects a loss or significant change in its operating performance, it shall make a performance forecast in time.
Article 22 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 23 If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the Shenzhen Stock Exchange in time, and announce the reasons for the failure to disclose on schedule, solutions and the deadline for delayed disclosure.
Section II interim report
Article 24 interim report refers to the announcement other than the regular report issued by the company in accordance with laws, regulations, departmental rules and normative documents, including but not limited to the announcement of major events, the resolution of the board of directors, the resolution of the board of supervisors, the resolution of the general meeting of shareholders, transactions to be disclosed, related transactions, other major matters to be disclosed, etc.
Article 25 when a major event that may have a great impact on the trading price of the company’s securities and their derivatives occurs and the investor has not been informed, the person in charge of the relevant departments, business centers and subsidiaries of the company shall submit the information to the office of the board of directors at the first time, and 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 incentives, share repurchases, major asset restructuring 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;
（18） Other directors, supervisors and senior managers of the company other than the chairman or 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 reasons, work arrangements and other reasons, or are subject to coercive measures taken by the competent authority 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 26 when a company changes its name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact telephone number, it shall disclose them immediately.
Article 27 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 forms a resolution on the 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 above, 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 28 after the company discloses major events, if there is progress or change in the disclosed major events that may have a great impact on the trading price of the company’s securities and their derivatives, the progress or change and possible impact shall be disclosed in time.
Article 29 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.
Article 30 if the transactions of the company meet one of the following standards, they shall be disclosed in time:
(I) the total assets involved in the transaction accounted for the company’s total audited assets in the latest period
