Jiangsu Shentong Valve Co., Ltd. Information Disclosure Affairs Management System

Jiangsu Shentong Valve Co., Ltd.
information disclosure affairs management system
(Revised at the third meeting of the sixth session of the Board of Directors)

Chapter I General Provisions
The first purpose
In order to regulate the information disclosure behavior of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company"), strengthen the management of information disclosure affairs, and protect the legitimate rights and interests of investors, according to the "the People's Republic of China Company Law", "the People's Republic of China Securities Law", "Shenzhen Stock Exchange Stock Listing Rules" (hereinafter referred to as "Stock Listing Rules"), "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 1-Main Board Listed Companies Standardized Operation", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 5-Information Disclosure Affairs Management" and other laws, regulations and the company's "Articles of Association, development of this system.
Article 2 The Company shall disclose information in a true, accurate, complete and timely manner, and shall not contain false records, misleading statements or material omissions. The company shall disclose information to all investors at the same time.
When a company issues securities and its derivatives in domestic and foreign markets, the information disclosed in the overseas market shall be disclosed in the domestic market at the same time. When the company and the relevant information disclosure obligor disclose information in the overseas market, if it does not belong to the market information disclosure period of the Shenzhen Stock Exchange, it shall disclose it within the latest information disclosure period of the market.
Article 3 When a company and relevant information disclosure obligors perform their reporting and announcement obligations on the same incident, they shall ensure that they report to the Shenzhen Stock Exchange and overseas stock exchanges at the same time, and the contents of the announcements shall be consistent. In the event of a material difference, the Company and the relevant information disclosure obligor shall explain to the relevant regulatory authority and disclose the correction or supplementary announcement.
Article 4 The Company and its directors, supervisors and senior managers shall faithfully and diligently perform their duties and ensure that the information disclosed is true, accurate, complete, timely and fair.
Article 5 Before the inside information is disclosed in accordance with the law, any insider shall not disclose or disclose the information, and shall not use the information to conduct insider trading.
Article 6 Information disclosure documents mainly include prospectuses, prospectuses, listing announcements, periodic reports and interim reports.
Article 7 When a company discloses information in accordance with the law, it shall submit the text of the announcement and relevant documents for reference to the Shenzhen Stock Exchange for registration, and the company's information disclosure shall adopt two methods: direct disclosure and non-direct disclosure. The company shall publish through the Shenzhen Stock Exchange Information Disclosure Business Technology Platform (hereinafter referred to as the Shenzhen Stock Exchange Technology Platform) and the media designated by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission").
Article 8 The Company shall not publish information on the Company's website and other media before the designated media, shall not replace the reporting and announcement obligations that should be performed in any form such as press releases or answers to reporters' questions, and shall not replace the interim reporting obligations that should be performed in the form of periodic reports.
Article 9 The Company shall select the category of announcement completely and accurately, and shall not select or omit the category of announcement by mistake, and shall not replace the category of non-direct disclosure announcement with the category of direct disclosure announcement.
Article 10 the company and the relevant information disclosure obligors shall submit the announcement manuscripts and relevant reference documents to the Shenzhen Stock Exchange in a timely manner through the online business area of listed companies on the Shenzhen Stock Exchange and other means approved by the Shenzhen Stock Exchange, and the documents submitted shall meet the requirements of the Shenzhen Stock Exchange.
The information disclosure obligor shall submit the text of the information disclosure announcement and the relevant reference documents to the securities regulatory authority of the place where the company is registered.
Article 11 The company's information disclosure documents shall be in Chinese. If a foreign language text is adopted at the same time, the company shall ensure that the contents of the two texts are consistent. In case of ambiguity between the two texts, the Chinese text shall prevail.
When a company discloses information in accordance with the law, it shall publish it on the website of the stock exchange and in the media that meets the conditions prescribed by the China Securities Regulatory Commission, and at the same time place it in the company's residence and stock exchange for public inspection. 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.
Chapter II Contents and Disclosure Standards of Information Disclosure
Section I. Periodic reports
Article 12 The periodic reports that a company shall disclose include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors' investment decisions should be disclosed.
The financial accounting report in the annual report shall be audited by an accounting firm qualified in securities and futures-related business.
Article 13 The annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim report shall be within two months from the end of the first half of each fiscal year, and the quarterly report shall be completed and disclosed within one month after the end of the third and ninth months of each fiscal year. The quarterly report of the first quarter shall not be disclosed earlier than the annual report of the previous year. If the company is expected to be unable to disclose the periodic report within the above-mentioned period, it shall promptly announce the reasons for the failure to disclose on time, the solution and the deadline for the extension of the disclosure.
Article 14 The annual report shall contain the following information:
Basic information of the (I) company;
(II) major accounting data and financial indicators;
(III) the issuance and changes of the company's shares and bonds, the total amount of shares and bonds and the total number of shareholders at the end of the reporting period, and the shareholdings of the top 10 shareholders of the company;
(IV) of shareholders holding more than 5% of the shares, controlling shareholders and actual controllers;
(V) of the positions of directors, supervisors and senior management, changes in shareholding and annual remuneration;
Report of the Board of (VI);
(VII) management discussion and analysis;
(VIII) the significant events during the reporting period and their impact on the Company;
Full text of (IX) financial accounting report and audit report;
(X) other matters as prescribed by the CSRC.
Article 15 The interim report shall contain the following information:
Basic information of the (I) company;
(II) major accounting data and financial indicators;
(III) the issuance and changes of the company's stocks and bonds, the total number of shareholders, the shareholding of the company's top 10 shareholders, and changes in the controlling shareholder and actual controller;
(IV) management discussion and analysis;
(V) the impact of major litigation, arbitration and other major events on the Company during the reporting period;
(VI) financial and accounting reports;
(VII) other matters as prescribed by the CSRC.
Article 16 Quarterly reports shall contain the following information:
Basic information of the (I) company;
(II) major accounting data and financial indicators;
(III) other matters as prescribed by the CSRC.
Article 17 the directors and senior managers of the company shall sign written confirmation opinions on the periodic report, and the board of supervisors shall put forward written examination opinions, indicating whether the preparation and examination procedures of the board of directors conform to the laws, administrative regulations and the provisions of the CSRC, and whether the contents of the report can 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 state their reasons and express their opinions and disclose them.
Directors, supervisors and senior managers shall follow the principle of prudence in expressing their opinions in accordance with the provisions of the preceding paragraph, and their responsibility to ensure the authenticity, accuracy and completeness of the contents of periodic reports shall not only be exempted by expressing their opinions.
Article 18 Where a company expects losses or significant changes in its operating results, it shall make a timely performance forecast.
Article 19 In the event of performance leakage prior to the disclosure of a periodic report, or performance rumors and abnormal fluctuations in the trading of the Company's securities and derivatives, the Company shall promptly disclose the relevant financial data for the reporting period.
Article 20 If a non-standard audit report is issued to the financial accounting report in the periodic report, the board of directors of the company shall make a special statement on the matters involved in the audit opinion.
Article 21 The format and preparation rules of annual reports, interim reports and quarterly reports shall be prepared in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
Section II. Interim report
Article 22 Interim reports refer to announcements other than periodic reports issued by the company in accordance with laws, administrative regulations, departmental rules and this system, including but not limited to announcements of major events, resolutions of the board of directors, resolutions of the board of supervisors, resolutions of the general meeting of shareholders, and should be disclosed Transactions, related transactions, other major matters that should be disclosed, etc. The interim report (except the announcement of the board of supervisors) shall be issued by the board of directors of the company and stamped with the official seal of the board of directors.
Article 23 When a major event that may have a greater impact on the trading prices of the company's securities and derivatives occurs, and investors have not yet learned of it, the company shall immediately disclose the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include:
Major events (I) the provisions of paragraph 2 of Article 80 of the Securities Law.
(II) company incurred large compensation.
The (III) company makes a large provision for impairment of assets.
(IV) companies have negative shareholders' equity.
(V) major changes in the company's business policies and business scope.
(VI) the company's major investment behavior and major property acquisition decisions.
(VII) the Company enters into significant contracts that may have a significant impact on the Company's assets, liabilities, equity and results of operations.
(VIII) companies default on material debts and failure to pay off material debts due, or large liability.
(IX) the company suffers a major loss or loss.
(X) significant changes in the external conditions of the company's production and operation.
(11) The company expects losses or significant changes in its operating results.
(12) More than one-third of the company's directors, supervisors or managers change, and the chairman or manager is unable to perform his duties.
(13) The shareholders or actual controllers who hold more than 5% of the company's shares, and their holding of shares or control of the company has changed significantly.
(14) Decisions on capital reduction, merger, division, dissolution and application for bankruptcy of the company; or being ordered to close down.
(15) The company's main debtor is insolvent or enters into bankruptcy proceedings, and the company's corresponding bonds have not drawn full provision for bad debts.
(16) The company shall carry out equity incentive, share repurchase, major asset reorganization, asset spin-off listing or listing.
(17) The acquisition of additional income that has a significant impact on the profit and loss of the current period may have a significant impact on the company's assets, liabilities, equity or operating results.
(18) Appointing or dismissing an accounting firm that is the auditor of the company.
(19) Major litigation and arbitration involving the company, the resolutions of the general meeting of shareholders and the board of directors are revoked or declared invalid according to law.
(20) The company is investigated by the competent authorities for suspected violations of laws and regulations, or is subject to criminal penalties or major administrative penalties; the company's directors, supervisors, and senior managers are investigated by the competent authorities or take compulsory measures for suspected violations of laws and disciplines.
(21) The company or its controlling shareholders, actual controllers, directors, supervisors, and senior managers have been subject to criminal penalties, suspected of violations of laws and regulations have been investigated by the China Securities Regulatory Commission or have been subject to administrative penalties by the China Securities Regulatory Commission, or have been subject to major administrative penalties by other competent authorities.
(22) Newly announced laws, regulations, rules, and industry policies may have a significant impact on the company.
(23) The board of directors shall form relevant resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes.
(xxiv) Court rulings prohibit the controlling shareholder from transferring the shares he or she holds; more than 5% of the shares of the company held by any shareholder are pledged, frozen, judicially auctioned, held in trust, set up in trust or restricted from voting rights in accordance with the law.
(25) The main assets are sealed up, seized, frozen or mortgaged or pledged.
(26) The main or all of the business has come to a standstill.
(27) Providing significant guarantees to external countries.
(xxviii) Additional benefits such as large government subsidies that may have a significant impact on the company's assets, liabilities, equity or results of operations.
(xxix) Changes in accounting policies, accounting estimates.
(30) Due to errors in the information disclosed in the previous period, failure to disclose in accordance with regulations or false records, the relevant authorities shall order corrections or be corrected by the decision of the board of directors.
(31) Other directors, supervisors and senior managers of the company other than the chairman or president are unable to perform their duties normally for more than three months due to physical, work arrangements and other reasons.
(32) Other circumstances as prescribed by the CSRC.
If the controlling shareholder or actual controller of the company has a greater impact on the occurrence and progress of major events, it shall promptly inform the company in writing of the relevant information it knows, and cooperate with the company in fulfilling its information disclosure obligations.
Article 24 Any change in the company name, stock abbreviation, articles of association, registered capital, registered address, principal office address and contact telephone number of a company shall be disclosed immediately.
Article 25 The Company shall perform its obligation to disclose information on material events in a timely manner at any of the following points that first occur:
When the board of directors or the board of supervisors of the (I) makes a resolution on the major event;
When the relevant parties of the (II) sign a letter of intent or an agreement on the major event;
When (III) directors, supervisors or senior managers know the occurrence of the major event and report it.
If one of the following circumstances occurs before the time point specified in the preceding paragraph, the company shall promptly disclose the status of the relevant matters and the risk factors that may affect the progress of the event:
(I) the major event is difficult to keep secret;
(II) the major event has been leaked or the market rumors;
(III) abnormal trading of the company's securities and their derivatives.
Article 26 After the company discloses a major event, if the disclosed major event has progress or changes that may have a greater impact on the trading prices of the company's securities and its derivatives, it shall promptly disclose the progress or changes and the possible impact.
Article 27 Where a major event as specified in Article 23 of these Measures occurs in a company's holding subsidiary, which may have a significant impact on the trading prices of the company's securities and their derivatives, the company shall perform its information disclosure obligations.
In the event of an event that may have a significant impact on the trading prices of the company's securities and their derivatives, the company shall perform its information disclosure obligations.
Article 28 Where the acquisition, merger, division, issuance of shares, repurchase of shares and other acts involving the company result in significant changes in the total share capital, shareholders and actual controllers of the company, the company shall perform its reporting and announcement obligations and disclose changes in equity in accordance with the law.
Article 29 The Company shall pay attention to the abnormal trading of the Company's securities and its derivatives and media reports on the Company.
When abnormal trading of securities and their derivatives occurs or news appearing in the media may have a significant impact on the trading of the company's securities and their derivatives, the company shall promptly understand the real situation from the relevant parties and, if necessary, inquire in writing.
The controlling shareholder, actual controller and persons acting in concert of the company shall promptly and accurately inform the company whether there is a proposed equity transfer, asset reorganization or other major event, and cooperate with the company in information disclosure.
Article 30 If the trading of the Company's securities and its derivatives is determined by the CSRC or the Shenzhen Stock Exchange as abnormal trading, the Company shall promptly understand the factors affecting the abnormal fluctuations in the trading of securities and its derivatives and disclose them in a timely manner.
Chapter III Information Disclosure Process
Article 31 The application, review and release process of information released to the public:
(I) the person in charge of the department providing information carefully check the relevant information;
The draft of the (II) announcement shall be drafted by the office of the board of directors and reviewed by the secretary of the board of directors, and shall be disclosed after being issued by the chairman of the board of directors;
(III) any person who has the right to disclose information to disclose any other information of the company that needs to be disclosed shall report to the chairman for approval before disclosure;
The opinions and proposals of the (IV) independent directors shall be stated in writing, signed by the independent directors themselves, and submitted to the secretary of the board of directors;
When the (V) publishes information on the company's website and internal newspapers, it must be approved by the person in charge of the board of directors office and reviewed by the secretary of the board of directors; when there is inappropriate information on the company's website or other internal publications, the secretary of the board of directors has the right to stop and report to the chairman;
The secretary of the board of directors or the securities affairs representative of the (VI) is responsible for going to the Shenzhen Stock Exchange to go through the announcement review procedures, and announce the announcement documents on the media designated by the China Securities Regulatory Commission;
The office of the board of directors of the (VII) shall keep the information disclosure documents and announcements on file.
Article 32 Procedures for the preparation, consideration and disclosure of periodic reports.
The president, financial officer, secretary of the board of directors and other senior management personnel of the company shall prepare a draft of the periodic report in a timely manner and submit it to the board of directors for deliberation; the secretary of the board of directors shall be responsible for sending it to the directors for review; the chairman of the board of directors shall be responsible for convening and presiding over the meeting of the board of directors to review the periodic report; the secretary of the board of directors shall be responsible for organizing the disclosure of the periodic reports.
Directors, supervisors and senior managers shall actively pay attention to the progress of the preparation, deliberation and disclosure of periodic reports, and shall immediately report to the board of directors of the company any situation that may affect the timely disclosure of periodic reports.
Prior to the disclosure of the periodic report, the Secretary of the Board of Directors shall notify the directors, supervisors and senior management of the periodic report.
Article 33 The drafting, review, notification and release process of the interim report.
The draft of the interim report is organized by the Office of the Board of Directors, and the Secretary of the Board of Directors is responsible for reviewing and organizing the disclosure. The interim report shall be communicated to the directors, supervisors and senior managers in a timely manner.
Article 34 The drafting, review and notification process of the report submitted to the securities regulatory authority.
Article 35 The report submitted by the company to the securities regulatory authority shall be drafted by the office of the board of directors or other departments designated by the board of directors, and the secretary of the board of directors shall be responsible for the review and submission.
The reports submitted to the securities regulatory authorities shall be promptly communicated to the directors, supervisors and senior managers.
Article 36 Procedures for the reporting, transmission, examination and disclosure of major events of the Company.
The important information learned by (I) directors, supervisors and senior managers shall be reported to the chairman of the board of directors and the secretary of the board of directors at the same time. The chairman of the board of directors shall immediately report to the board of directors and urge the secretary of the board of directors to do a good job in the disclosure of relevant information; contracts, letters of intent, memorandums and other documents signed with major information shall be notified to the secretary of the board of directors before signing, and confirmed by the secretary of the board of directors. If it cannot be confirmed in advance due to special circumstances, it shall be submitted to the secretary of the board of directors and the office of the board of directors immediately after the signing of the relevant documents.
(II) significant progress or changes occur in the above matters, the relevant personnel shall promptly report to the chairman of the board or the secretary of the board of directors, and the secretary of the board of directors shall promptly disclose the relevant information.
If the secretary of the board of directors of the (III) evaluates and reviews relevant materials and believes that it is necessary to perform the obligation of information disclosure as soon as possible, it shall immediately organize the office of the board of directors to draft the first draft of the information disclosure document and submit it to the chairman for approval; if it is necessary to perform the approval procedures, it shall be submitted to the board of directors, the board of supervisors and the general meeting of shareholders for approval as soon as possible.
The secretary of the board of directors or securities affairs representative of the (IV) shall submit the approved and approved information disclosure documents to the Shenzhen Stock Exchange for review, and publicly disclose them on the designated media after review.
Article 37 The internal transmission, review and disclosure process of undisclosed information.
The Company initiates the internal flow, review and disclosure process for undisclosed information from any point in time on the date of the occurrence or probable occurrence of a material event or the date on which the outcome should have been reasonably foreseeable. The internal flow, review and disclosure process of undisclosed information includes the following:
(I) undisclosed information shall be organized by the competent functional department responsible for handling the major incident at the first time to form a written document on the cause, current situation and possible impact of the incident, which shall be submitted to the head of the department for signature and then notified to the secretary of the board of directors, and at the same time notify the securities affairs representative, and the secretary of the board of directors shall immediately report to the chairman of the board of directors. After receiving the report, the chairman of the board of directors 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;
The secretary of the board of directors of the (II) or his authorized securities affairs representative shall draft an interim announcement in accordance with the format requirements of the public disclosure information manuscript according to the contents of the submitted materials received, and fulfill the obligation of information disclosure after approval by the board of directors;
Before the public disclosure of (III) information, the board of directors shall ask the person in charge about the authenticity, general situation, development and possible results of the major event, and authorize the information disclosure functional department to handle it after confirmation. When the board of directors is not in session, the chairman of the board of directors is authorized to review and approve the temporary announcement;
After the public disclosure of the (IV) information, the organizer shall give feedback to the directors, supervisors and senior managers on the results of the interim announcement;
(V) If there are errors, omissions or possible misleading circumstances in the announcement, the company will explain, supplement and modify the announcement in accordance with relevant laws and regulations and the requirements of the securities regulatory authority.
Article 38 The drafting, review and notification process of external publicity documents.
When publishing relevant publicity information in the media, the company shall strictly follow the principle that the publicity information cannot exceed the contents of the announcement. The company shall strengthen the internal management of internal publications, websites and other promotional documents to prevent the disclosure of important information of the company in the promotional documents. If the relevant departments of the company draft internal publications, internal communications and external publicity documents, they shall be reviewed by the secretary of the board of directors before they can be released to the public. Relevant departments shall promptly submit the published internal publications, internal communications and external publicity documents to the office of the board of directors for registration and filing.
Chapter IV Management of Information Disclosure Matters
Article 39 The chairman of the board of directors shall be the first person responsible for information disclosure, the secretary of the board of directors and the representative of securities affairs shall be the person directly responsible for information disclosure and shall be responsible for managing information disclosure affairs, and the representative of securities affairs shall assist the secretary of the board of directors in carrying out information disclosure and investor relations work.
Article 40 the office of the board of directors of the company shall be responsible for the daily management of information disclosure, and shall be directly led by the secretary of the board of directors to assist in the completion of information disclosure affairs.
Article 41 the secretary of the board of directors shall be responsible for organizing and coordinating the information disclosure affairs 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 taking the initiative to verify the true situation of the reports. The Secretary of the board of directors has the right to attend the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and the relevant meetings of senior management personnel, to understand the financial and operating conditions of the company, and to consult all documents related to information disclosure.
The company shall provide convenient conditions 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 42 The secretary of the board of directors shall be responsible for the disclosure of company information and other related matters. Except for the announcement of the board of supervisors, the information disclosed by the company shall be released in the form of the announcement of the board of directors. Directors, supervisors and senior management personnel shall not release the company's undisclosed information without the written authorization of the board of directors.
Chapter V Report, Deliberation and Disclosure Duties of Directors and Board of Directors, Supervisors and Supervisory Board and Senior Management of the Company
Article 43 The directors, supervisors and senior management of the Company shall exercise due diligence, pay attention to the preparation of information disclosure documents, ensure that periodic and interim reports are disclosed within the prescribed time limit, and cooperate with the Company and other information disclosure obligors in fulfilling their information disclosure obligations.
Article 44 The directors and board of directors, supervisors and board of supervisors, president, vice president, chief financial officer and other senior management personnel of the company shall cooperate with the secretary of the board of directors in information disclosure related work, and provide work convenience for the secretary of the board of directors and the office of the board of directors to perform their duties. The management of the company shall establish an effective mechanism to ensure that the secretary of the board of directors can learn the company's major information in the first time, and ensure the timeliness, accuracy, fairness.
Article 45 The board of directors of the company shall regularly conduct self-examination on the implementation of the company's information disclosure management system, and if problems are found, it shall correct them in a timely manner, and disclose the implementation of the company's information disclosure management system in the annual report of the board of directors.
Article 46 The directors shall understand and continue to pay attention to the company's production and operation, financial status, and major events that have occurred or may occur in the company and their impact, and take the initiative to investigate and obtain information needed for decision-making.
When the directors know the company's undisclosed material information, they shall promptly report to the board of directors of the company and notify the secretary of the board of directors at the same time.
Article 47 When circumstances or events occur, occur or are about to occur that may have a significant impact on the trading prices of the Company's shares and their derivatives, the person responsible for the reporting obligation shall promptly perform the internal reporting procedures. After receiving the report, the chairman of the board of directors 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.
Article 48 The independent directors and the board of supervisors of the company shall be responsible for the supervision of the information disclosure management system. The independent directors and the board of supervisors shall conduct regular inspections on the implementation of the company's information disclosure management system, and shall promptly put forward suggestions for handling major defects and urge the company's board of directors If the company makes corrections, the company's board of directors shall immediately report to the Shenzhen Stock Exchange. Independent directors and the board of supervisors shall disclose the inspection of the company's information disclosure management system in the annual report of independent directors and the annual report of the board of supervisors.
Article 49 Supervisors shall supervise the performance of information disclosure duties by the directors and senior managers of the company; if they pay attention to the company's information disclosure and find that there are violations of laws and regulations in information disclosure, they shall conduct investigations and make suggestions for handling them.
The written examination opinions issued by the board of supervisors on the periodic report shall state whether the procedures for preparation and examination conform to the laws, administrative regulations and the provisions of the CSRC, and whether the contents of the report can truly, accurately and completely reflect the actual situation of the company.
Article 50 when there are rumors about the company, the board of directors of the company shall seriously investigate and verify whether the contents of the rumors are true, whether the conclusion can be established, the influence of the rumors, the relevant responsible persons and other matters. When investigating and verifying the rumors, the board of directors of the company shall, as far as possible, adopt the methods of written inquiry or entrusting lawyers for verification.
Article 51 Senior management personnel shall promptly report to the board of directors major events related to the company's operations or finances, the progress or changes of disclosed events, and other relevant information.
Article 52 The Company shall improve the management of information disclosure suspension and exemption matters in the information disclosure affairs management system, and clarify the internal audit procedures for information disclosure suspension and exemption matters.
The company shall prudently determine the suspension and exemption of information disclosure, and if the company decides to suspend or exempt the disclosure of specific information, the secretary of the board of directors of the company shall be responsible for registration, and after being signed and confirmed by the chairman of the company, it shall be properly filed and kept.
Chapter 6 Through Disclosure
Article 53 Direct disclosure refers to the way in which the company submits the information that should be disclosed to the outside world directly to the qualified media for disclosure through the technical platform of the Shenzhen Stock Exchange.
Article 54 The Company's information disclosure shall, in principle, adopt the direct disclosure method, and the scope of the subject of direct disclosure may be adjusted according to the quality of information disclosure and the degree of standardized operation.
Article 55 The Company shall strengthen the sense of responsibility for information disclosure, establish and improve the internal workflow of the straight-through disclosure business, strengthen the risk prevention and control of business operations, and ensure the quality of straight-through disclosure. The Company and the relevant information disclosure obligor shall not abuse the direct disclosure business to the detriment of the legitimate rights and interests of investors.
Article 56 The company may submit a direct disclosure announcement during the 6:00-20:30 period on the trading day, a single non-trading day or the 12:00-16:00 period on the last day of consecutive non-trading days. The time when the Shenzhen Stock Exchange Technology Platform will send the relevant announcement to the eligible media is as follows:
For those submitted between 6:00 and 7:30 on the trading day, the Shenzhen Stock Exchange technology platform will send them after 7:30; for those submitted between 7:30 and 8:00, the Shenzhen Stock Exchange technology platform will send them in real time; for those submitted between 8:00 and 11:30, the Shenzhen Stock Exchange technology platform will send them after 11:30; for those submitted between 11:30 and 15:30, the Shenzhen Stock Exchange technology platform will send them at 15: send after 30; Submitted from 15:30 to 20:30, real-time transmission from the Shenzhen Stock Exchange technology platform;
For a single non-trading day or the last day of consecutive non-trading days submitted between 12:00 and 16:00, the Shenzhen Stock Exchange technology platform will send it after 16:00.
Article 57 The Company shall not modify or revoke the information disclosure documents after they have been confirmed and released by the qualified media.
Article 58 If the company and the relevant information disclosure obligors disclose information through direct means, and there are errors, omissions or misleading circumstances, they shall promptly disclose supplementary or correction announcements.
Article 59 If the direct disclosure business cannot be handled normally due to force majeure, unexpected events, technical failures and other reasons, the company shall handle information disclosure matters in other ways prescribed by the Shenzhen Stock Exchange.
Chapter VII Management of Information Disclosure Affairs of Various Departments and Subordinates of the Company
Article 60 the person in charge of each department and subordinate company of the company shall be the first responsible person for the management and reporting of information disclosure affairs of the company and the department. Each department and subsidiary company shall designate a person as a contact person to be responsible for information disclosure and the management of relevant documents and materials, and report information related to the department and the company to the secretary of the board of directors and the representative of securities affairs in a timely manner.
When all departments and subsidiaries of the company study and decide on matters involving information disclosure, they shall notify the secretary of the board of directors to attend the meeting and provide them with the information required for information disclosure. If there is any doubt about whether information disclosure is involved, the Secretary of the Board of Directors or the representative of securities affairs shall be consulted in a timely manner.
Article 61 In the event of a major event specified in Article 23 of this system in each department and subordinate company, the person in charge of each department, the person appointed or recommend by the company as a director, supervisor or other person in charge of the subordinate company shall follow the requirements of this system Report to the secretary of the board of directors, and the secretary of the board of directors is responsible for organizing information disclosure in accordance with the provisions of this system.
Article 62 when the secretary of the board of directors and the office of the board of directors collect relevant information from various departments and subordinate companies, all departments and subordinate companies shall actively cooperate, and submit relevant documents and materials in written form in a timely, accurate and complete manner within the prescribed time.
Chapter VIII Management of Information Disclosure Affairs of Shareholders and Actual Controllers Holding More than 5% of Shares
Article 63 the shareholders and actual controllers of the company shall take the initiative to inform the board of directors of the company and cooperate with the company in fulfilling the obligation of information disclosure when the following events occur.
(I) shareholders or actual controllers who hold more than 5% of the company's shares have major changes in their holding of shares or control of the company, and the actual controllers of the company and other enterprises under their control are engaged in the same or similar business as the company;
(II) court rulings prohibit the controlling shareholder from transferring the shares held by him;
(III) more than 5% of the company's shares held by any shareholder are pledged, frozen, judicial auction, escrow, trust or restricted in accordance with the law, or there is a risk of compulsory transfer;
The (IV) intends to carry out major asset or business restructuring of the company;
(V) other circumstances as prescribed by the CSRC.
Before the information that should be disclosed is disclosed in accordance with the law, if the relevant information has been disseminated in the media or the company's securities and derivatives have abnormal transactions, the shareholders or actual controllers shall make a written report to the company in a timely and accurate manner, and cooperate with the company in a timely and accurate manner Announcement.
The shareholders and actual controllers of the company shall not abuse their shareholders' rights and dominant position, and shall not require the company to provide them with inside information.
Article 64 When a company issues shares in a non-public offering, the controlling shareholder, the actual controller and the issuing object shall provide the company with relevant information in a timely manner and cooperate with the company in fulfilling its information disclosure obligations.
Article 65 The company's directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their concerted actors, and actual controllers shall promptly submit to the company's board of directors a list of company affiliates and explanations of their affiliations. The company shall perform the procedures for the consideration of related transactions and strictly implement the system of avoidance of voting on related transactions. The parties to the transaction shall not circumvent the Company's related transaction review procedures and information disclosure obligations by concealing the related relationship or taking other means.
Chapter IX Confidentiality Measures for Information Disclosure
Article 66 the chairman and president of the company shall be the first responsible person for the confidentiality work of the company, the vice president and other senior management personnel shall be the first responsible person in charge of the confidentiality work of the business scope, and the responsible persons of various departments and subordinate companies shall be the first responsible person for the confidentiality work of various departments and subordinate companies.
Article 67 the directors, supervisors, senior managers and other personnel who can be involved in inside information shall not disclose inside information, conduct insider trading or cooperate with others to manipulate the price of securities trading.
Article 68 Before the disclosure of information, the company shall keep the insiders of the information to a minimum. The directors, supervisors, senior managers or other personnel of the company shall not release or disclose information that the company has not disclosed to shareholders and the media on behalf of the company or the board of directors in any form.
If the information that the company is scheduled to disclose is disclosed in advance, market rumors or abnormal securities trading, the company shall immediately disclose the information that is scheduled to be disclosed.
Article 69 the board of directors of the company shall sign a confidentiality agreement with the insiders of the information, and agree that the undisclosed information of the company that they know and have shall be strictly kept confidential, and shall not be disclosed to a third party before such information is publicly disclosed.
Article 70 The company shall not provide inside information if it communicates with any institution or individual on the company's operating conditions, financial status and other events through performance briefings, analyst meetings, roadshows, investor research, etc.
Article 71 The information disclosed by other departments of the company to the outside world must be information that has already been disclosed or information that will not affect the company's stock price; if it is information that has not been disclosed that may affect the company's stock price, It must be publicly disclosed by the company before it can be quoted, and it shall not be earlier than the time when the company discloses information on the newspapers or websites designated by the China Securities Regulatory Commission.
Article 72 When the company conducts business negotiations, bank loans and other matters, due to special circumstances, it really needs to provide undisclosed material information to the other party. The company shall require the other party to sign a confidentiality agreement to ensure that relevant information will not be disclosed to the outside world, and promise to announce the relevant information. Not to buy or sell company securities before. In case of leakage, market rumors or abnormal securities trading, the company shall take timely measures, report to Shenzhen Stock Exchange and make an announcement immediately.
Article 73 If the event notified by the company to the shareholders at the general meeting of shareholders is undisclosed material information, the notification event shall be disclosed at the same time as the announcement of the resolution of the general meeting of shareholders.
Article 74 When the company exchanges relevant information with specific objects under the following circumstances, once the information leaks, the company shall immediately report to the Shenzhen Stock Exchange and make an announcement:
(I) the exchange of relevant information with lawyers, accountants, sponsor representatives, sponsor institutions, etc;
(II) the exchange of relevant information with the tax department, statistics department, etc.
Article 75 the consultants, intermediary staff and other related persons employed by the company shall not disclose the company's information without authorization. If the losses and responsibilities caused by the unauthorized disclosure of the company's information, the relevant personnel must bear the responsibility, and the company reserves the right to investigate their responsibilities.
Article 76 If the controlling shareholders, actual controllers, directors, supervisors, senior managers and specific objects of the company violate this system and relevant provisions and cause damage to the legitimate interests of the company or investors, the company shall actively take measures to safeguard the legitimate rights and interests of the company and investors.
Chapter X Accountability for Information Disclosure
Article 77 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, except where there is sufficient evidence that they have fulfilled their obligations of diligence and due diligence.
The chairman, president and secretary of the board of directors of the company shall bear the main responsibility for the authenticity, accuracy, completeness, timeliness and fairness of the information disclosed in the company's interim report.
The chairman, president and financial officer of the company shall bear the main responsibility for the authenticity, accuracy, completeness, timeliness and fairness of the company's financial reports.
Article 78 If the dereliction of duty of the relevant personnel leads to the violation of information disclosure, which causes serious impact or loss to the company, the responsible person shall be criticized, warned, demerit recorded, fined, retained for inspection, until he is removed from his post, and may make appropriate compensation claims to him.
Article 79 If all departments and subordinate companies of the company fail to report in time or the contents of the report are inaccurate or disclose major information, resulting in untimely, omission or misleading disclosure of the company's information, the secretary of the board of directors shall have the right to suggest that the board of directors impose administrative and economic penalties on the relevant responsible persons. However, this does not exempt the company's directors, supervisors and senior managers from their responsibilities.
Article 80 If a company's information disclosure violations are publicly condemned, criticized or punished by the China Securities Regulatory Commission, its dispatched offices, and the Shenzhen Stock Exchange, the company's board of directors shall promptly inspect the information disclosure management system and its implementation, and take corresponding corrections Measures, and timely disciplinary actions against relevant responsible persons.
Article 81 The company shall promptly report to the Jiangsu Regulatory Bureau of the China Securities Regulatory Commission and the Shenzhen Stock Exchange the accountability, sanctions, and penalties of the above-mentioned personnel who violated information disclosure regulations.
Chapter 11 Internal control and supervision mechanisms for financial management and accounting.
Article 82 Before the disclosure of financial information, the Company shall implement internal control systems such as financial management and accounting to ensure the truthfulness and accuracy of financial information and prevent the leakage of financial information.
Article 83 The Company shall implement an internal audit system. The Audit Department of the Company shall supervise the establishment and implementation of the internal control system of financial management and accounting of the Company on a regular or irregular basis, and shall report the supervision to the Audit Committee on a regular basis. The audit department's supervision responsibilities, supervision scope and supervision process are implemented in accordance with the company's internal audit system.
Chapter XII Supplementary Provisions
Article 84 The term "timely" in this system refers to two trading days from the date of calculation or the point of disclosure.
Article 85 Matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, regulatory documents and relevant provisions of the company's articles of association. If this system is inconsistent with the relevant laws, regulations, normative documents and the relevant provisions of the company's articles of association, the relevant laws, regulations, normative documents and the company's articles of association shall prevail.
Article 86 The Board of Directors of the Company shall be responsible for the interpretation and revision of this System.
Article 87 This system shall enter into force after it has been approved by the Board of Directors of the Company.

Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022