Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Sirio Pharma Co.Ltd(300791) (hereinafter referred to as the “company”), improve the management level and quality 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 (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The measures for the administration of information disclosure of listed companies, the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the Listing Rules), the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and other relevant laws issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) This system is formulated in accordance with the regulations, rules, normative documents, the business rules of the stock exchange and the Sirio Pharma Co.Ltd(300791) articles of association, and in combination with the actual situation of the company.
Article 2 the “information” mentioned in this system refers to the information or matters that may have a significant impact on the price or investment decision of the shares or other securities issued by the company and their derivatives, as well as the information or matters required to be disclosed by the securities regulatory authorities.
The “disclosure” mentioned in this system refers to the information announced by the company or relevant information disclosure obligors on qualified media in accordance with laws, administrative regulations, departmental rules, other normative documents, listing rules and other provisions of the stock exchange.
The “relevant information disclosure obligors” mentioned in this system refer to the company and its directors, supervisors, senior managers, shareholders or holders of depositary receipts, actual controllers, acquirers, parties related to major asset restructuring and other natural persons, institutions and their related personnel, bankruptcy administrators and their members, etc.
Article 3 this system is applicable to the following personnel and institutions:
(I) directors and board of directors of the company;
(II) the company’s supervisors and the board of supervisors;
(III) the Secretary of the board of directors and the office of the board of directors;
(IV) general manager, deputy general manager, chief financial officer and other senior managers of the company;
(V) heads of all departments of the company’s headquarters, subsidiaries and branches;
(VI) controlling shareholders of the company and shareholders holding more than 5% of the shares of the company;
(VII) other personnel and departments with information disclosure obligations.
Chapter II Basic Principles and general requirements of information disclosure
Article 4 the company and relevant information disclosure obligors shall, in accordance with laws, administrative regulations, departmental rules, normative documents, listing rules and other relevant provisions of the 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 Complete, concise, clear and easy to understand, without false records, misleading statements or major omissions.
Article 5 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 the company and relevant information disclosure obligors shall timely submit the announcement manuscripts and relevant documents for future reference to the Shenzhen stock exchange through the online business zone of listed companies of the Shenzhen Stock Exchange and other methods recognized by the Shenzhen Stock Exchange, and the submitted documents shall meet the requirements of the Shenzhen Stock Exchange.
The announcement manuscripts and relevant documents for future reference submitted by the company and relevant information disclosure obligors shall be in Chinese, and if they are in foreign languages at the same time, the information disclosure obligors shall ensure that the contents of the two texts are consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Article 7 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 Shenzhen stock exchange for filing.
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 the Shenzhen stock exchange for registration, it shall immediately report and disclose to the Shenzhen Stock Exchange.
Article 8 in addition to the information required to be disclosed according to law, the company and relevant information disclosure obligors may voluntarily disclose information related to investors’ value judgment and investment decision-making.
If the company and relevant information disclosure obligors make voluntary information disclosure, they shall abide by the principle of fair information disclosure, maintain the integrity, continuity and consistency of information disclosure, avoid selective information disclosure, and shall not conflict with the information disclosed according to law or mislead investors. If the disclosed information changes significantly and may affect the investment decision, the progress announcement shall be disclosed in time until the matter is completely 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 9 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 and relevant information disclosure obligors shall not provide the company’s undisclosed material information when communicating with specific objects in the form of performance briefing, analyst meeting, roadshow and investor research.
Article 10 if the documents submitted by the company to shareholders, actual controllers and other third parties involve undisclosed material information, they shall be disclosed in accordance with this system.
Article 11 major events of the company’s holding subsidiaries as stipulated in this system shall be deemed as major events of the company, and the provisions of this system shall apply.
In case of major events specified in this system in the company’s joint-stock company, in principle, the relevant data shall be calculated according to the shareholding ratio of the company in the joint-stock company, and the provisions of this system shall apply; Where a major event occurs in a company in which the company shares does not meet the standards specified in this system, but may have a significant impact on the trading price or investment decision of the company’s shares and their derivatives, it shall perform the obligation of information disclosure with reference to the provisions of this system.
Article 12 shareholders, actual controllers, purchasers and other relevant information disclosure obligors of the company shall perform the obligation of information disclosure in accordance with relevant regulations, timely inform the company of major events that have occurred or are to occur, and actively cooperate with the company in information disclosure.
Chapter III contents and standards of information disclosure
Article 13 the information disclosed by the company includes regular reports and interim reports.
Article 14 the periodic reports that the company shall disclose include annual reports, semi annual reports and quarterly reports. The company shall prepare and disclose periodic reports in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
Article 15 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 after the end of the first three months and the first nine months of each fiscal year.
The disclosure time of the company’s first quarter report shall not be earlier than the disclosure time of the annual report of the previous year.
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, solutions and deadline for delayed disclosure.
Article 16 the board of directors of the company shall ensure that the company’s periodic reports are disclosed on time. If the resolution of the board of directors on the periodic report cannot be formed for some reason, the relevant matters shall be disclosed in the form of announcement of the board of directors, explain the specific reasons and existing risks for the failure to form the resolution of the board of directors, and disclose the opinions of independent directors.
The company shall not disclose periodic reports that have not been examined and approved by the board of directors.
Article 17 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the company’s periodic reports according to law; The board of supervisors of the company shall review the company’s periodic report prepared by the board of directors according to law and put forward written review opinions, indicating whether the preparation and review procedures of the board of directors for the periodic report comply with laws and regulations, the provisions of the CSRC and the Shenzhen Stock Exchange, and whether the contents of the report truly, accurately and completely reflect the actual situation of the company.
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 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.
Article 18 the directors, supervisors and senior managers of the company shall not refuse to sign written opinions on the company’s periodic reports for any reason, which will affect the timely disclosure of the periodic reports.
Article 19 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.
Article 20 the financial and accounting reports in the company’s annual report must be audited.
The financial and accounting reports in the semi annual report of the company may not be audited, but under any of the following circumstances, the company shall hire an accounting firm to audit:
(I) it is proposed to make profit distribution (except for cash dividends only), convert the accumulation fund into share capital or make up for losses according to the semi annual report;
(II) other circumstances that the CSRC or the Shenzhen Stock Exchange believes should be audited.
The financial information in the company’s quarterly report does not need to be audited, unless otherwise stipulated by the CSRC or the Shenzhen Stock Exchange.
Article 21 if the financial and accounting report of the company in the latest fiscal year is denied or unable to express an opinion by the certified public accountant, it shall explain whether the circumstances leading to the denial or inability to express an opinion have been eliminated in the first semi annual report and the third quarterly report disclosed later.
Article 22 If the company is ordered to make corrections due to errors or false records in the financial and accounting reports publicly disclosed in the previous period, or the board of directors decides to make corrections, it shall disclose them in time when it is ordered to make corrections or the board of directors makes corresponding decisions, It shall be corrected and disclosed in accordance with the relevant provisions of the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information of China Securities Regulatory Commission. Article 23 the company shall, in strict accordance with the relevant business rules of Shenzhen Stock Exchange, reasonably, prudently, objectively and accurately disclose the performance forecast, performance express and amendment announcement, shall not use exaggerated, vague or misleading statements, and shall not use such information to improperly affect the trading price of the company’s shares and their derivatives.
Article 24 in case of any of the following circumstances in the company’s expected annual operating performance or financial situation, a forecast shall be made within one month from the end of the accounting year (hereinafter referred to as the performance forecast):
(I) the net profit is negative;
(II) the net profit increased or decreased by more than 50% compared with the same period of last year;
(III) turning losses into profits;
(IV) the net assets at the end of the period are negative.
Article 25 before the disclosure of the periodic report, the company shall submit the unpublished periodic financial data to the relevant state authorities. If it is expected that it cannot be kept confidential, it shall disclose the performance express report in time.
If the company leaks its performance before the disclosure of the regular report, or the trading of the company’s shares and their derivatives fluctuates abnormally due to performance rumors, the performance express shall be disclosed in time.
Article 26 Where the actual performance or financial situation predicted by the board of directors of the company is significantly different from the disclosed performance forecast or performance express, the revised announcement shall be disclosed in time.
Article 27 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 independent changes in accounting policies and accounting 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
