Shenzhen Infogem Technologies Co.Ltd(300085)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure behavior of Shenzhen Infogem Technologies Co.Ltd(300085) (hereinafter referred to as “the company” or “the company”) and other information disclosure obligors, strengthen the management of information disclosure affairs, promote the standardized operation of the company according to law, and safeguard the legitimate rights and interests of the company and 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 This system is formulated in accordance with the Shenzhen Stock Exchange GEM Listing Rules and other relevant laws, regulations and provisions and in combination with the actual situation of the company.
Article 2 the information referred to in this system mainly includes:
(I) regular reports publicly released by the company according to law, including annual reports and interim reports;
(II) the company’s interim reports 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 acquisition and sale of assets, the announcement of related party transactions, supplementary announcement, rectification announcement and other major matters; And other matters deemed necessary to be disclosed by Shenzhen Stock Exchange;
(III) the prospectus published by the company for the issuance of new shares, the prospectus for the allotment of shares, the prospectus for the raising of shares, the announcement on the listing of shares and the announcement on the issuance of convertible bonds;
(IV) reports and requests for instructions submitted by the company to China Securities Regulatory Commission, Shenzhen Securities Regulatory Bureau, Shenzhen Stock Exchange or other relevant government departments that may have a significant impact on the company’s stock price; (V) news media reports on major decisions and operations of the company.
Article 3 the Secretary of the board of directors is the specific executor of the company’s information disclosure and the designated contact with Shenzhen Stock Exchange to coordinate and organize the company’s information disclosure, including improving and perfecting the information disclosure system to ensure the company’s true, accurate, complete, timely and fair information disclosure.
Article 4 the chairman of the company is the first responsible person for information disclosure, and the Secretary of the board of directors is the direct responsible person. The board of directors is the organization responsible for the company’s information disclosure. As the management department of information disclosure, the office of the board of directors is responsible for collecting and sorting out the information to be disclosed.
Chapter II Basic Principles of information disclosure
Article 5 the company and relevant information disclosure obligors shall, in accordance with laws, administrative regulations, departmental rules, normative documents, Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions of Shenzhen Stock Exchange, timely and fairly disclose all information or matters that may have a great impact on the trading price or investment decision of the company’s shares and their derivatives, and ensure that the disclosed information is true, accurate and reliable Complete, concise, clear and easy to understand, without false records, misleading statements or major omissions.
The directors, supervisors and senior managers of the company shall ensure that the information disclosed by the company is true, accurate, complete, timely and fair. If the content of the information disclosed cannot be guaranteed to be true, accurate and complete, they shall make a corresponding statement in the announcement and explain the reasons.
Article 6 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. The information disclosed by investors shall not conflict with the fairness, accuracy and integrity of the information disclosed by investors according to law, and shall not be consistent with the information disclosed by investors on a voluntary basis. The announcement shall disclose the information that may affect the progress of the investment decision in a timely manner until the announcement is completed.
Where the company and relevant information disclosure obligors disclose information in accordance with the provisions of the preceding paragraph, they shall disclose information in accordance with the same standard in case of similar events.
Article 7 the company and relevant information disclosure obligors shall not replace information disclosure or disclose unpublished major information in the form of press release or answering reporters’ questions.
If the company and relevant information disclosure obligors really need it, they can release the information to be disclosed through press conferences, media interviews, the company’s website, online self media and other means during non trading hours, but the company shall disclose relevant announcements before the beginning of the next trading period.
The company’s announcement documents shall be disclosed to the public through qualified media. The company’s announcement (except the announcement of the board of supervisors) shall be stamped with the official seal of the board of directors and reported to the bourse for record.
If the company fails to disclose according to the set time, or the contents of the documents disclosed in the qualified media are inconsistent with the contents of the documents submitted to Shenzhen stock exchange for registration, it shall immediately report and disclose to Shenzhen Stock Exchange.
When disclosing information, the company shall use factual descriptive language to ensure that the content is concise and easy to understand, highlight the essence of the event, and shall not contain any words and sentences of publicity, advertising, compliment or slander. Article 8 the person in charge of each department of the company is the person responsible for the information disclosure of the Department, and shall timely provide the information to be disclosed to the office of the board of directors in the form of e-mail or written form.
In case of any doubt about the disclosed information, the Secretary of the board of directors shall be consulted in time or the exchange shall be consulted through the Secretary of the board of directors.
Article 9 if the company studies and decides on matters involving information disclosure, it shall notify the Secretary of the board of directors to participate in the resolution. Article 10 the office of the board of directors shall be responsible for the company’s external information disclosure or answering consultation, and the Secretary of the board of directors shall directly manage it; Other departments shall not directly answer or deal with it. In case of any major event to be disclosed by the company, the department involved in relevant matters shall timely report the event to the office of the board of directors, which shall notify the board of directors of the company and perform relevant information disclosure obligations.
Article 11 before the company discloses relevant information, any individual or department shall be responsible for the confidentiality of the information they have or know to be disclosed. Unless required by relevant government departments or the ruling of judicial departments, they shall not disclose relevant information to any other unit or individual unless they submit materials and explanations to the Office of the board of directors while providing them to the above-mentioned institutions. Whoever violates the provisions of the preceding paragraph shall bear corresponding responsibilities according to law.
Chapter III disclosure of periodic reports
Article 12 the company shall prepare the text and summary of the annual report in accordance with relevant regulations within four months from the end of each fiscal year; The financial and accounting reports in the annual report must be audited. The accounting firm hired by the company to provide it with financial and accounting report audit, net asset verification and other relevant services shall comply with the provisions of the securities law.
The company shall submit its annual report to Shenzhen Stock Exchange within two working days after being approved by the board of directors.
Article 13 the company shall prepare the text and summary of the interim report in accordance with relevant regulations within two months after the end of the first six months of each fiscal year.
The company shall submit the interim report to Shenzhen Stock Exchange within two working days after being approved by the board of directors.
Article 14 the company shall make a notice within one month from the end of the accounting year if it is expected that the annual operating performance or financial situation will be in any of the following circumstances.
(I) the net profit is negative;
(II) the net profit increased or decreased by more than 50% compared with the same period of the previous year;
(III) turning losses into profits;
(IV) the net assets at the end of the period are negative.
Article 15 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. 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.
Chapter IV disclosure of main interim reports
Article 16 when holding a meeting of the board of directors, the company shall submit the resolutions of the board of directors and the minutes of the meeting to Shenzhen stock exchange for filing within two working days after the meeting. If major events are involved, it will be announced in time.
Article 17 when holding a meeting of the board of supervisors, the company shall submit the resolution and meeting minutes of the board of supervisors to the Shenzhen stock exchange for filing within two working days after the meeting, and make an announcement after being registered by the exchange.
Article 18 the company shall submit the draft of the announcement of the resolution of the general meeting of shareholders, the resolution of the general meeting of shareholders and the legal opinion to Shenzhen Stock Exchange within the day after the conclusion of the general meeting of shareholders, and publish the announcement of the resolution of the general meeting of shareholders on the designated media after being reviewed by Shenzhen Stock Exchange.
Article 19 If the general meeting of shareholders is postponed or cancelled for some reason, the company shall issue a notice at least two working days before the originally scheduled date of the general meeting of shareholders, and the notice shall state the specific reasons for the postponement or cancellation. If it is an extension, the notice shall announce the date of the meeting after the extension.
Article 20 If an emergency occurs during the shareholders’ meeting and the meeting cannot be held normally, the company shall explain the reasons to Shenzhen Stock Exchange and make an announcement.
Article 21 interim reports include but are not limited to the following:
(I) resolutions of the board of directors;
(II) resolutions of the board of supervisors;
(III) Notice of convening the general meeting of shareholders or changing the date of convening the general meeting of shareholders;
(IV) resolutions of the general meeting of shareholders;
(V) statements, opinions and reports of independent directors;
(VI) transactions and related party transactions that should be disclosed in accordance with the real-time and effective listing rules of GEM stocks of Shenzhen Stock Exchange;
(VII) if the amount involved in major litigation and arbitration matters of the company accounts for more than 10% of the absolute value of the company’s latest audited net assets and the absolute amount exceeds 10 million yuan, it shall be disclosed in time.
For litigation and arbitration matters that fail to meet the standards of the preceding paragraph or do not have a specific amount involved, the board of Directors considers that they may have a great impact on the company’s production and operation, the stability of control, the trading price of the company’s shares and their derivatives or investment decisions based on the particularity of the case, or Shenzhen Stock Exchange deems it necessary, and the litigation involving the application for cancellation or invalidation of the resolutions of the company’s general meeting of shareholders and the board of directors, The company shall also disclose in time. The major litigation and arbitration matters of the company shall be calculated cumulatively for 12 consecutive months. Those who have fulfilled relevant obligations in accordance with the provisions of this article will not be included in the scope of cumulative calculation.
(VIII) change the investment project of raised funds;
(IX) revision of performance forecast and profit forecast;
(x) profit distribution and conversion of capital reserve into share capital;
（11） Abnormal fluctuation and clarification of stock trading;
（13） Major issues involved in convertible corporate bonds;
（14） In case of any of the following situations that make the company face major risks, the company shall disclose it in time. 1. Major losses or losses;
2. Major debts have occurred, major debts have not been paid off when due, or major creditor’s rights have not been paid off when due;
3. May be liable for major breach of contract or large amount of compensation according to law;
4. Provision for impairment of large assets;
5. The company decides to dissolve or is revoked its business license, ordered to close down or forcibly dissolved by the competent authority according to law;
6. The expected net assets are negative;
7. The main debtor is insolvent or enters bankruptcy proceedings, and the company fails to make full bad debt reserves for the corresponding creditor’s rights;
8. The main assets for business use are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the assets;
9. The company is investigated by the competent authority or subject to major administrative and criminal penalties for suspected violations of laws and regulations, and the controlling shareholder and actual controller are investigated, taken compulsory measures or subject to major administrative and criminal penalties by the competent authority for suspected violations of laws and regulations;
10. The directors, supervisors and senior managers of the company are unable to perform their duties normally, or are investigated and taken compulsory measures by the competent authorities due to suspected violations of laws and regulations, or are subject to major administrative and criminal penalties;
11. The company’s core technical team or key technical personnel who have a significant impact on the company’s core competitiveness resign or undergo major changes;
12. The core trademarks, patents, know-how, franchise rights and other important assets used by the company or the core technology licenses expire, major disputes occur, the use is restricted or other major adverse changes occur;
13. Major products, core technologies, key equipment and business models are at risk of being replaced or eliminated;
14. The R & D of important R & D projects fails, terminates, fails to obtain the approval of relevant departments, or the company waives the continuous investment or control over important core technology projects;
15. Major environmental, production and product safety accidents;
16. Receive the notice of the decision of government departments to treat, stop production, relocate and close down within a time limit;
17. Improper use of science and technology and violation of scientific ethics;
18. Other major risks, major accidents or negative events recognized by Shenzhen Stock Exchange or the company.
Where the above matters involve specific amounts, the provisions of Article 23 of these systems shall be applied mutatis mutandis.
（15） If the company name, securities abbreviation, articles of association, registered capital, registered address, office address and contact telephone number are changed, the new articles of association shall also be disclosed in qualified media;
（16） Major changes in business policy, business scope or the company’s main business;
（17） Changing accounting policies or accounting estimates;
（18） The board of Directors approves the issuance of new shares or other domestic and foreign issuance financing schemes;;
（19） The company has received corresponding review opinions on the issuance of new shares or other domestic and foreign issuance financing applications and major asset restructuring;
（20） Major changes have occurred or are planned to occur in the shareholding or control of the company by shareholders or actual controllers holding more than 5% of the shares of the company;
（21） The actual controller of the company and other enterprises under its control have undergone major changes in the same or similar business as the company;
（22） The chairman, manager, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
（23） Major changes in production and operation, external conditions or production environment (including major changes in the price or market capacity of main products, procurement and sales methods of raw materials, important suppliers or customers, etc.);
（24） The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity or operating results;
（25） Changes in laws, administrative regulations, departmental rules, normative documents, policies, market environment, terms of trade and other external macro environment may have a significant impact on the company’s operation;
（26） Appoint and dismiss accounting firms that provide audit services for the company;
（27） The court ruled to prohibit the controlling shareholders from transferring their shares in the company
