Linuo Pharmaceutical Packaging: Information Disclosure Management System of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Information disclosure management system
Chapter 1 General Provisions
Article 1 In order to regulate the information disclosure of Shandong Linuo Pharmaceutical Packaging Co., Ltd. (hereinafter referred to as the "Company"), promote the company's standardized operations in accordance with the law, and safeguard the legitimate rights and interests of the company and shareholders, in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Information Disclosure Management Measures for Listed Companies", "Listed Company Governance Code", "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as "Stock Listing Rules"), "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines 2 No. - Standardized Operation of GEM Listed Companies)" (hereinafter referred to as the "Standardized Operation Guidelines") and other relevant laws and regulations and the Articles of Association of the Company, this information disclosure management system (hereinafter referred to as the "System") is specially formulated.
Article 2 The term “information disclosure” as mentioned in this system means that listed companies and relevant information disclosure obligors shall publicly disclose major information to all investors at the same time to ensure that all investors have equal access to the same information, and shall not disclose, reveal or leak privately to specific objects in advance.
The term "significant information" as mentioned in the preceding paragraph refers to all information that may have or has had a greater impact on the trading prices of the company's stocks and its derivatives, including the following information:
(1) Information related to the company’s performance, profit distribution and other matters, such as financial performance, profit forecast, profit distribution and conversion of capital reserve funds into share capital, etc.;
(2) Information related to company acquisitions, mergers, asset restructuring and other matters;
(3) Information related to the company’s stock issuance, repurchase, equity incentive plan and other matters;
(4) Information related to the company’s business matters, such as developing new products and new inventions, formulating major future business plans, obtaining patents and government department approvals, and signing major contracts;
(5) Information related to the company’s major litigation or arbitration matters;
(6) Information related to transactions and related party transactions that should be disclosed;
(7) Relevant laws, administrative regulations, departmental rules, normative documents, "Stock Listing Rules", this
system and other matters that should be disclosed as stipulated in other relevant regulations of the Shenzhen Stock Exchange.
information.
"Public disclosure" means that listed companies and relevant information disclosure obligors announce information on the media designated by the China Securities Regulatory Commission in accordance with laws, administrative regulations, departmental rules, normative documents, "Stock Listing Rules", "Standardized Operation Guidelines" and other relevant regulations of the Shenzhen Stock Exchange. Material information that has not been publicly disclosed is material information that has not been publicly disclosed.
"Special objects" refer to institutions and individuals who have easier access to information disclosure entities than ordinary small and medium investors, have information advantages, and are likely to use relevant information to conduct securities transactions or disseminate relevant information, including:
(1) Institutions, individuals and their affiliates engaged in securities analysis, consulting and other securities services;
(2) Institutions, individuals and their affiliates engaged in securities investment;
(3) Shareholders and their affiliates who hold or control more than 5% of the shares of a listed company;
(4) News media and news practitioners and their affiliates;
(5) Other institutions or individuals recognized by the Shenzhen Stock Exchange.
Article 3 The term "information disclosure obligors" as referred to in this system includes the company's directors, senior managers and the principal persons in charge of various departments, branches and holding subsidiaries; shareholders holding more than 5% of the company's shares and other related parties of the company (including related legal persons, related natural persons and related legal persons and related natural persons who are regarded as related persons of the company according to relevant regulations) and other information disclosure obligors stipulated in laws, regulations and normative documents.
Article 4 The company shall disclose information truthfully, accurately, completely and timely, without any false records, misleading statements or major omissions. When a company releases undisclosed material information, it must publicly disclose it to all investors so that all investors can learn the same information at the same time.
Article 5 The company and its directors and senior managers shall faithfully and diligently perform their duties and ensure that the disclosed information is true, accurate, complete, timely and fair.
Article 6 A company's information disclosure documents mainly include prospectus, prospectus, listing announcement, periodic reports and temporary reports.
Article 7 Before inside information is disclosed in accordance with the law, no insider may disclose or leak the information, or use the information to engage in insider trading.
Article 8 Companies and relevant information disclosure obligors shall strictly abide by the "Administrative Measures for Information Disclosure of Listed Companies", "Stock Listing Rules", "Standardized Operation Guidelines" and other relevant provisions on the information disclosure system and perform relevant obligations.
Chapter 2 Information Disclosure Content and Disclosure Standards
Section 1 Prospectus, Prospectus and Listing Announcement
Article 9 The prospectus prepared by a company shall comply with the relevant regulations of the China Securities Regulatory Commission. All information that has a significant impact on investors' investment decisions should be disclosed in the prospectus.
After the application for public issuance of securities is approved by the China Securities Regulatory Commission, the company shall publish a prospectus before the issuance of securities.
Article 10 The company’s directors and senior managers shall sign a written confirmation of the prospectus to ensure that the disclosed information is true, accurate and complete.
The prospectus shall be stamped with the company's official seal.
Article 11 If an important event occurs between the approval of the securities issuance application by the China Securities Regulatory Commission and the completion of the issuance, the company shall provide a written explanation to the China Securities Regulatory Commission, and with the consent of the China Securities Regulatory Commission, modify the prospectus or make a corresponding supplementary announcement.
Article 12 When applying for listing and trading of securities, a listing announcement shall be prepared in accordance with the regulations of the stock exchange, and shall be announced after review and approval by the stock exchange.
Directors and senior managers of the company shall sign a written confirmation of the listing announcement to ensure that the disclosed information is true, accurate and complete.
The listing announcement shall be stamped with the company's official seal.
Article 13 If the prospectus or listing announcement cites the professional opinions or reports of the sponsor or securities service agency, the relevant content shall be consistent with the content of the documents issued by the sponsor or securities service agency to ensure that quoting the opinions of the sponsor or securities service agency will not be misleading.
Article 14 The provisions of this system on prospectuses shall apply to corporate bond prospectuses.
Article 15 After a listed company issues new shares non-publicly, it shall disclose an issuance report in accordance with the law.
Section 2 Periodic Report
Article 16 The periodic reports that a company should disclose include annual reports, semi-annual reports and quarterly reports. All information that has a significant impact on investors' investment decisions must be disclosed.
The financial accounting report in the annual report shall be audited by an accounting firm with securities and futures-related business qualifications.
Article 17 The annual report shall be prepared within 4 months from the end of each accounting year, the semi-annual report shall be prepared within 2 months from the end of the first half of each accounting year, and the quarterly report shall be prepared and disclosed within 1 month after the end of the third and ninth months of each accounting year.
The disclosure time of the first quarter quarterly report shall not be earlier than the disclosure time of the previous year's annual report. If a company expects to be unable to disclose a periodic report within the prescribed period, it shall report to the stock exchange in a timely manner and announce the reasons for the inability to disclose the periodic report, the solution and the deadline for delayed disclosure.
Article 18 The company shall agree with the stock exchange on the disclosure time of periodic reports, and shall handle periodic report disclosure matters in accordance with the time arranged by the Shenzhen Stock Exchange. If the disclosure time needs to be changed for any reason, a written application must be submitted to the Shenzhen Stock Exchange five trading days in advance, stating the reasons for the change, and clarifying the changed disclosure time. The Shenzhen Stock Exchange will decide whether to adjust it based on the circumstances.
Article 19 The annual report shall record the following contents:
(1) Basic information of the company;
(2) Main accounting data and financial indicators;
(3) Issuance and changes of the company’s stocks and bonds, the total number of stocks and bonds, total number of shareholders at the end of the reporting period
Number, shareholding status of the company's top 10 shareholders;
(4) Information about shareholders holding more than 5% of the shares, controlling shareholders and actual controllers;
(5) The employment status, shareholding changes, and annual remuneration of directors and senior managers;
(6) Board of Directors report;
(7) Management discussion and analysis;
(8) Major events during the reporting period and their impact on the company;
(9) The full text of the financial accounting report and audit report;
(10) Other matters prescribed by the China Securities Regulatory Commission.
Article 20 The semi-annual report shall record the following contents:
(1) Basic information of the company;
(2) Main accounting data and financial indicators;
(3) Issuance and changes of the company’s stocks and bonds, total number of shareholders, and shareholdings of the company’s top 10 largest shareholders
situation, changes in controlling shareholders and actual controllers;
(4) Management discussion and analysis;
(5) Major litigation, arbitration and other major events during the reporting period and their impact on the company;
(6) Financial accounting reports;
(7) Other matters prescribed by the China Securities Regulatory Commission.
The company's semi-annual report does not need to be audited, but the company shall audit it under any of the following circumstances:
(1) It plans to distribute profits, convert reserve funds into share capital, or make up for losses in the second half of the year;
(2) Other circumstances where the China Securities Regulatory Commission or the Shenzhen Stock Exchange deems it necessary to conduct an audit.
Article 21 The quarterly report shall record the following contents:
(1) Basic information of the company;
(2) Main accounting data and financial indicators;
(3) Other matters prescribed by the China Securities Regulatory Commission.
The financial information in the company's quarterly report does not need to be audited, unless otherwise stipulated by the China Securities Regulatory Commission or the Shenzhen Stock Exchange.
Article 22 The directors and senior managers of the company shall sign written confirmation opinions on the periodic reports.
If directors and senior managers cannot guarantee or have objections to the authenticity, accuracy, and completeness of the contents of the periodic report, they shall state their reasons and express their opinions, and disclose them.
The company's directors and senior managers shall not refuse to sign written opinions on the company's periodic reports for any reason, affecting the timely disclosure of the periodic reports. The company's board of directors shall not affect the timely disclosure of the company's periodic reports for any reason. The accounting firm responsible for the audit of the company's regular audit reports shall not unreasonably delay the audit work and affect the timely disclosure of the company's regular reports.
Article 23 If a company expects losses or significant changes in its operating results, it shall make a performance forecast in a timely manner.
Article 24 If performance leaks occur before the disclosure of regular reports, or if performance rumors cause abnormal fluctuations in the company's stock and its derivatives transactions, the company shall promptly disclose relevant financial data for the reporting period (whether audited or not), including operating income, operating profits, total profits, net profits, total assets and net assets, etc.
Article 25 A company shall promptly submit its periodic report to the Exchange after being reviewed by the board of directors, and submit the following documents:
(1) The full text and abstract of the annual report, the full text and abstract of the semi-annual report, or the full text and main text of the quarterly report;
(2) Original audit report (if applicable);
(3) Board resolutions and announcement drafts;
(4) Electronic documents containing periodic reports and financial data prepared as required by the Exchange;
(5) Other documents required by Shenzhen Stock Exchange.
Article 26 If a non-standard audit report is issued for the financial accounting report in the periodic report, the company shall submit the following documents to the Shenzhen Stock Exchange when submitting the periodic report:
(1) The special explanation made by the board of directors on the matters involved in the audit opinion, and the review of the special explanation
Board resolutions and the materials on which the resolutions are based;
(2) The opinion of the audit committee on the matters involved in the audit opinion;
(3) The audit committee’s opinions on the board of directors’ explanations and relevant resolutions;
(4) Special instructions issued by the accounting firm and certified public accountant responsible for the audit;
(5) Other documents required by the China Securities Regulatory Commission and Shenzhen Stock Exchange.
Section 3 Interim Report
Article 27 Interim reports refer to announcements other than regular reports issued by the company in accordance with laws, administrative regulations, departmental rules, normative documents, and relevant regulations of the stock exchange.
The interim report shall be issued by the company's board of directors and stamped with the official seal of the board of directors.
Article 28 If a major event occurs that may have a greater impact on the trading prices of the company's securities and derivatives and investors have not yet learned of it, the company shall immediately disclose it and explain the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include:
(1) Major changes in the company’s business policy and business scope;
(2) The company’s major investment behavior, the company’s purchase or sale of major assets exceeding 30% of the company’s total assets within one year, or the mortgage, pledge, or sale of the company’s main assets for business purposes
Selling or scrapping more than 30% of the asset at one time;
(3) The company enters into important contracts, provides major guarantees or engages in related transactions, which may have adverse effects on the company.
have a significant impact on the assets, liabilities, equity and operating results;
(4) The company incurs major debts and fails to pay off major debts that are due, or defaults.
Liability for large amounts of compensation;
(5) The company suffers significant losses or losses;
(6) Major changes in the external conditions of the company’s production and operation;
(7) The company’s directors or managers change; the chairman or manager is unable to perform their duties;
(8) The situation in which shareholders or actual controllers holding more than 5% of the company's shares hold shares or control the company changes significantly, and the company's actual controller and other enterprises controlled by it
There is a major change in the situation of the company engaging in the same or similar business;
(9) The company’s plans for dividend distribution and capital increase, and important changes in the company’s equity structure;
(10) The company’s decision to reduce capital, merge, split, dissolve, or apply for bankruptcy; or enter bankruptcy in accordance with the law;
production process and was ordered to close;
(11) Major lawsuits or arbitrations involving the company, resolutions of the shareholders’ meeting or the board of directors are revoked in accordance with the law or
declared invalid;
(12) The company is suspected of violating laws and regulations and is investigated by the competent authorities, or is subject to criminal penalties or major administrative penalties; the company's directors and senior managers are suspected of violating laws and regulations and are investigated by the competent authorities or
take coercive measures;
(13) Newly announced laws, regulations, rules and industry policies may have a significant impact on the company;
(14) The board of directors makes relevant decisions on the issuance of new shares or other refinancing plans and equity incentive plans.
discuss;
(15) A court ruling prohibits the controlling shareholder from transferring its shares; more than 5% of the company’s shares held by any shareholder are pledged, frozen, judicially auctioned, placed in custody, set up a trust, or restricted by law.
power of decision;
(16) The main assets are sealed, detained, frozen or mortgaged or pledged;
(17) Main or all business comes to a standstill;
(18) Providing major external guarantees;
(19) Obtaining large government subsidies, etc. may have an impact on the company’s assets, liabilities, equity or operating results.
Additional income that has a significant impact;
(20) Change accounting policies and accounting estimates;
(21) Due to errors in previously disclosed information, failure to disclose as required, or false records, the person was
Relevant authorities order corrections or make corrections as decided by the board of directors;
(22) Other situations stipulated by the China Securities Regulatory Commission and the "Measures for the Administration of Information Disclosure of Listed Companies".
Article 29 The company shall promptly perform its information disclosure obligations for major events at any of the following time points that first occur:
(1) When the board of directors forms a resolution on the major event;
(2) The relevant parties sign a letter of intent or agreement regarding the major event (regardless of whether conditions are attached or
time limit);
(3) The company (including any director or senior manager) is aware of the occurrence of the major event and reports or handles it
Be informed when major events occur.
Major events that may have a greater impact on the trading prices of listed companies' stocks and their derivatives are in the planning stage. Although they have not yet touched the events stipulated in the previous paragraph of these rules, if one of the following circumstances occurs, the company shall promptly disclose the planning status and existing facts of the relevant matters:
(1) It is difficult to keep this major incident confidential;
(2) The major event has been leaked or there are rumors in the market;
(3) Abnormal transactions occur in the company’s securities and derivatives.
Article 30 After a listed company fulfills its initial disclosure obligations in accordance with Article 29 of this system, it shall also continue to disclose the progress of relevant major events in accordance with the following provisions:
(1) If the board of directors or shareholders’ meeting makes a resolution on a disclosed major event, the decision shall be disclosed in a timely manner.
discussion situation;
(2) If the company signs a letter of intent or agreement with the relevant parties regarding a disclosed major event, it shall disclose the main contents of the letter of intent or agreement in a timely manner; if the content or performance of the above-mentioned letter of intent or agreement undergoes major changes, is terminated, or is terminated, the company shall promptly disclose the changes, terminated
Circumstances and reasons for cancellation and termination;
(3) If a disclosed major event is approved or rejected by the relevant department, the approval shall be disclosed in a timely manner
Approval or rejection;
(4) If late payment occurs in a major event that has been disclosed, the reason for the overdue payment shall be disclosed in a timely manner.
Reasons and related payment arrangements;
(5) If the disclosed major event involves the main subject matter that is yet to be delivered or transferred, the relevant delivery or transfer matters shall be disclosed in a timely manner; if the delivery or transfer has not been completed three months after the agreed delivery or transfer period, the reasons, progress and estimated time of completion shall be disclosed in a timely manner, and the progress shall be announced every thirty days thereafter until the delivery is completed.
pay or transfer;
(6) If there are other developments or changes in a disclosed major event that may have a greater impact on the trading price of the company's stocks and its derivatives, the progress or changes in the event shall be disclosed in a timely manner.
situation.
Article 31 If a major event stipulated in Article 28 of this system occurs in a company's controlled subsidiary, which may have a greater impact on the trading price of the company's securities and derivatives, the company shall fulfill its information disclosure obligations.
If an event occurs in a company in which the company holds shares that may have a greater impact on the trading prices of the company's securities and derivatives, the company shall fulfill its information disclosure obligations.
Article 32 If the company's acquisition, merger, division, issuance of shares, repurchase of shares and other actions result in significant changes in the company's total share capital, shareholders, actual controllers, etc., or involve other circumstances specified in relevant laws, regulations, normative documents and relevant provisions of the Shenzhen Stock Exchange, the company or other information disclosure obligors shall perform reporting and announcement obligations in accordance with the law and disclose changes in equity.
Article 33 The company should pay attention to abnormal transactions in the company’s securities and its derivatives and media reports about the company.
When abnormal transactions occur in securities and their derivatives or news appears in the media that may have a significant impact on the trading of the company's securities and its derivatives, the company shall promptly learn the true situation from relevant parties and inquire in writing when necessary.
The company's controlling shareholders, actual controllers and persons acting in concert shall promptly and accurately inform the company of any proposed equity transfer, asset reorganization or other major events, and cooperate with the company in information disclosure.
Article 34 If a company's securities and derivatives transactions are deemed to be abnormal transactions by the China Securities Regulatory Commission or a stock exchange, the company shall promptly understand the factors that cause abnormal fluctuations in securities and derivatives transactions and disclose them in a timely manner.
Chapter 3 Transactions that Should Be Disclosed
Article 35 The term “transaction” in this management system includes the following matters:
(1) Purchase or sell assets;
(2) External investment (including entrusted financial management, entrusted loans, etc.);
(3) Provide financial assistance;
(4) Provide guarantee;
(5) Lease or lease assets;
(6) Entrust or entrust management of assets and business;
(7) Donating or receiving donated assets;
(8) Creditor's rights and debt restructuring;
(9) Sign a license agreement;
(10) Transfer or transfer of research and development projects;
(11) Other transactions recognized by the stock exchange.
The above-mentioned purchase or sale of assets does not include the purchase or sale of raw materials, fuel and power, as well as the sale of products, commodities and other assets related to daily operations, but the purchase or sale of such assets involved in asset replacement is still included.
Article 36 If a company’s transactions meet one of the following standards, it shall be disclosed in a timely manner:
(1) The total assets involved in the transaction account for more than 10% of the company's latest audited total assets. If the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the calculation basis.
data;
(2) The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for the company’s most recent
More than 10% of the audited operating income in a fiscal year, and the absolute amount exceeds 10 million yuan;
(3) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for the company’s most recent
More than 10% of the audited net profit for the fiscal year, and the absolute amount exceeds 1 million yuan;
(4) The transaction amount (including liabilities and expenses assumed) accounts for 10% of the company’s latest audited net assets
More than 10%, and the absolute amount exceeds 10 million yuan;
(5) The profit generated from the transaction accounts for more than 10% of the company’s audited net profit in the most recent fiscal year,
And the absolute amount exceeds 1 million yuan.
If the data involved in the above indicators is negative, its absolute value is used for calculation. If the Shenzhen Stock Exchange has other requirements for the calculation rules for the above indicators, the requirements of the Shenzhen Stock Exchange shall prevail.
Any "guarantee provision" transaction that occurs in a company shall be submitted to the board of directors or shareholders' meeting for review in accordance with the Stock Listing Rules and the Articles of Association, and shall be disclosed in a timely manner.
Article 37 For disclosed guarantee matters, the company shall also disclose it in a timely manner when one of the following circumstances occurs:
(1) The guaranteed party fails to perform its repayment obligations within fifteen trading days after the debt matures;
(2) The guaranteed party experiences bankruptcy, liquidation or other circumstances that seriously affect the repayment ability.
Chapter 4 Related Transactions
Article 38 Related transactions refer to the transfer of resources or obligations between a company or a company's controlled subsidiaries and the company's related parties, including the following transactions:
(1) Transaction matters specified in Article 35 of this system;
(2) Purchase raw materials, fuel, and power;
(3) Selling products and commodities;
(4) Providing or accepting labor services;
(5) Entrusted or entrusted sales;
(6) Joint investment with related parties;
(7) Other matters that may result in the transfer of resources or obligations through agreement.
Article 39 When the amount of related party transactions reaches the following standards, it shall be disclosed:
(1) Related transactions involving a transaction amount of more than 300,000 yuan between the company and related natural persons;
(2) The amount of transactions between the company and related legal persons is more than 3 million yuan, and accounts for the company’s most recent period.
Related party transactions with an absolute value of more than 0.5% of the audited net assets;
If the company provides guarantees to related parties, regardless of the amount, it shall be disclosed in a timely manner after deliberation and approval by the board of directors, and submitted to the shareholders' meeting for review.
Article 40 The announcement of related transactions disclosed by the company shall include the following contents:
(1) Overview of the transaction and basic information on the subject matter of the transaction;
(2) The prior recognition and independent opinions expressed by independent directors;
(3) Voting status of the board of directors (if applicable);
(4) Description of the related relationships between the parties to the transaction and basic information about the related persons;
(5) The pricing policy and pricing basis of the transaction, including the relationship between the transaction price and the book value, appraisal value and clear and fair market price of the transaction object, as well as other specific matters related to pricing that need to be explained due to the special transaction object;
If the transaction price is significantly different from the book value, appraised value or market price, the reasons should be explained. If the transaction is unfair, the transfer of interests arising from the related-party transaction should also be disclosed.
direction;
(6) The main contents of the transaction agreement, including transaction price, transaction settlement method, related parties’ participation in the transaction
The nature and proportion of the equity interests in the agreement, the agreement’s effective conditions, effective time, performance period, etc.;
(7) The purpose of the transaction and its impact on the listed company, including the necessity and genuineness of the related transaction;
Actual intentions, impact on current and future financial conditions and operating results, etc.;
(8) The total amount of various related transactions that have occurred with the related party from the beginning of the year to the announcement date;
(9) Other contents specified in Article 9.15 of the Stock Listing Rules;
(10) Other content required by the China Securities Regulatory Commission and the Shenzhen Stock Exchange to help explain the substance of the transaction.
Chapter 5 Other major events
Article 41 If the company's major litigation or arbitration matters involve an amount that 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 a timely manner.
The company shall also disclose in a timely manner any litigation or arbitration matter that does not meet the standards in the preceding paragraph or does not have a specific amount involved. The board of directors believes that it may have a greater impact on the trading price of the company's stocks and derivatives based on the particularity of the case, or the Exchange deems it necessary, and the company involves litigation in which resolutions of the company's shareholders' meeting or board of directors are applied for to be revoked or declared invalid. The company shall also disclose them in a timely manner.
This provision shall apply if the cumulative amount involved in litigation and arbitration matters occurring within 12 consecutive months reaches the standard mentioned in the preceding paragraph. If the relevant obligations have been fulfilled in accordance with the provisions of that paragraph, they will no longer be included in the cumulative calculation scope.
Article 42 The company’s announcement on major litigation and arbitration matters shall include the following content:
(1) Case acceptance status and basic case facts;
(2) The impact of the case on the company’s current or subsequent profits;
(3) Whether the company and its holding subsidiaries have any other litigation or arbitration matters that have not yet been disclosed;
(4) Other contents required by Shenzhen Stock Exchange.
Article 43 The company shall timely disclose the major progress of major litigation and arbitration matters and their impact on the company, including but not limited to the results of the first and second instance of litigation cases, the results of arbitration awards, and the execution of judgments and awards, etc.
Article 44 If the company intends to change the investment project of raised funds, it shall disclose it in a timely manner after the board of directors has reviewed it and submit it to the shareholders' meeting for review.
Article 45 When a company changes its investment project with raised funds, it shall disclose the following:
(1) The basic situation of the original project and the specific reasons for the change;
(2) The basic situation, market prospects and risk warnings of the new project;
(3) An explanation that the new project has been obtained or is yet to be approved by relevant departments (if applicable);
(4) Explanation on changes in investment projects with raised funds that need to be submitted to the shareholders’ meeting for review;
(5) Other contents required by Shenzhen Stock Exchange.
If the new project involves the purchase of assets or external investment, it shall also be disclosed in accordance with the relevant provisions of the Stock Listing Rules.
Article 46 If a company expects that its operating performance for the full year, half a year, or the first three quarters will be in any of the following situations, it shall make a performance forecast in a timely manner:
(1) Net profit is negative;
(2) Net profit increases or decreases by more than 50% compared with the same period last year;
(3) Turn losses into profits.
Article 47 If the company expects that the performance of the current period is significantly different from the disclosed performance forecast, it shall promptly disclose the revised performance announcement. The performance forecast revision announcement disclosed by the company shall include the following content:
(1) Estimated performance for the current period;
(2) The differences between the expected results for the current period and the disclosed performance forecasts and the reasons for the differences;
(3) Apology statement from the board of directors;
(4) The board of directors’ determination of internal responsible persons of the company (if applicable);
(5) Risk warnings may be implemented or revoked for company stock trading, or stocks may be temporarily suspended.
Description of suspension of listing, resumption of listing or termination of listing (if applicable).
If the performance forecast revision has been pre-audited by a certified public accountant, it should also explain whether and where there are differences between the company and the certified public accountant regarding the performance forecast.
Article 48: After the board of directors considers and approves the profit distribution and capital reserve conversion plan, the company shall promptly disclose the specific content of the plan and disclose the plan implementation announcement within 3 to 5 trading days before the equity registration date of the implementation plan. The plan implementation announcement should include the following content:
(1) The session and date of the shareholders’ meeting that approved the plan;
(2) The ratio of distributing cash dividends, share dividends, and converting capital reserve funds into share capital (calculated as per ten shares)
(described above), share capital base (calculated based on the actual share capital before implementation), and whether tax is included and tax deductions are included;
(3) Equity registration date, ex-rights date, new shares (companies that have not completed the share-trading reform are “new
"Increase tradable shares") listing date;
(4) Plan implementation methods;
(5) Share capital change structure table (based on the total share capital before the change, the number of bonus shares distributed this time, and the share capital transferred this time)
Number, total share capital after changes, proportion to total share capital and other items are listed);
(6) After the distribution of dividends and the conversion of capital reserves into equity capital, the exercise (conversion) price, exercise (conversion) ratio, and committed minimum shareholding reduction price of derivatives that need to be adjusted (if applicable);
(7) Earnings per share for the previous year or half-year earnings per share for the current year calculated based on dilution of new share capital after the distribution of share dividends and the conversion of capital reserves into share capital;
(8) Relevant consultation methods.
Article 49 If a company's stock trading is determined to be abnormally volatile by the China Securities Regulatory Commission or the Shenzhen Stock Exchange in accordance with relevant regulations and business rules, the company shall disclose an announcement of abnormal stock trading fluctuations on the next trading day. The company’s announcement of abnormal stock trading fluctuations should include the following:
(1) Description of abnormal stock trading fluctuations;
(2) Description of concerns and verification of important issues;
(3) Whether there is a statement that should be disclosed but the information has not been disclosed;
(4) An explanation of whether there is a violation of fair information disclosure;
(5) Other contents required by Shenzhen Stock Exchange.
Article 50 If news spread by public media (hereinafter referred to as "rumors") may or has had a greater impact on the trading price of the company's stocks and its derivatives, the company shall promptly provide the Shenzhen Stock Exchange with evidence of the spread of the rumor and issue a clarifying announcement. Clarification announcements disclosed by the company should include the following:
(1) The content of the rumor and its source;
(2) The true situation of the matter involved in the rumor;
(3) Other content that helps explain the essence of the problem.
Article 51: After the board of directors considers and approves matters related to the repurchase of shares, the company shall promptly disclose the board of directors' resolutions and stock repurchase plan, and issue a notice of convening a shareholders' meeting. The share repurchase plan should at least include the following contents:
(1) The purpose of repurchasing shares;
(2) Methods of repurchasing shares;
(3) The price or price range and pricing principles for repurchasing shares;
(4) The type, quantity and proportion of the shares to be repurchased in the total share capital;
(5) The total amount of funds planned to be used for repurchase and the source of funds;
(6) The period for repurchasing shares;
(7) Estimated changes in the company’s equity structure after the repurchase;
(8) Management’s analysis of the impact of this share repurchase on the company’s operations, finance and future development.
Article 52 The company shall hire an independent financial consultant to conduct due diligence on the repurchase of shares, issue an independent financial consultant report, and make an announcement five days before the shareholders' meeting.
Article 53 The company shall, three days before the shareholders' meeting for share repurchase, announce the names, shareholding quantity, proportion data, etc. of the top ten shareholders (listed companies that have not completed the share-trading reform are the top ten public shareholders) registered on the trading day before the board of directors' resolution for repurchase of shares and the equity registration date of the shareholders' meeting.
Article 54 A company that issues convertible corporate bonds shall report and disclose to the Shenzhen Stock Exchange in a timely manner in accordance with the provisions of the Stock Listing Rules.
Article 55 The company shall timely perform its disclosure obligations on acquisitions and related changes in equity interests, equity incentives, bankruptcy and other matters in accordance with the provisions of laws, regulations, normative documents and the "Stock Listing Rules" and "Standardized Operation Guidelines".
Chapter 6 Information Disclosure Management
Article 56 The persons and institutions to which this system applies include: company board secretaries, securities affairs representatives, company directors and the board of directors, company senior managers, various departments and holding subsidiaries, heads of joint-stock companies, company controlling shareholders and major shareholders holding more than 5% of shares, actual controllers, and other company personnel and departments responsible for information disclosure.
Article 57 This system is implemented by the board of directors. The chairman of the company is the first person responsible for the implementation of this system. The secretary of the board of directors is responsible for the specific coordination and organization of company information disclosure matters. The company's financial department has the obligation to cooperate with information disclosure to ensure that the company's regular reports and related temporary reports can be disclosed in a timely and accurate manner. The heads of each department, holding subsidiaries, and joint-stock companies are responsible for information reporting obligations. At the same time, each department, holding subsidiaries, and joint-stock companies should designate a designated person as the designated contact person to be responsible for reporting information.
Article 58 The secretary of the board of directors is the person in charge of the company’s public information disclosure, responsible for the production of public information disclosure, and responsible for unified handling of the submission and disclosure procedures of all information that the company should publicly disclose. Before the information that should be disclosed has not been disclosed publicly, no department or individual may leak it to the outside world in any form.
Article 59 Procedures for the preparation and review of periodic reports:
(1) The general manager, financial controller, board secretary and other senior management personnel shall prepare regular
The draft report is submitted to the Audit Committee and the Board of Directors for review;
(2) The secretary of the board of directors is responsible for delivering it to the directors for review;
(3) The Audit Committee shall review the financial information in the periodic reports prepared by the Board of Directors and provide written review opinions in the form of resolutions of the Audit Committee, which shall be determined by a majority of all members of the Audit Committee.
Submit it to the board of directors for review after approval;
(4) The chairman is responsible for convening and presiding over board meetings to review regular reports;
(5) Regular report disclosure work of the board secretary and securities affairs representative organization.
Article 60 Procedures for drafting, reviewing, notifying and issuing interim reports:
(1) The interim report shall be drafted by the Securities Affairs Office and reviewed by the Secretary of the Board of Directors;
(2) Major matters involving acquisitions, sales of assets, related transactions, company mergers and divisions, etc., shall be submitted to the company's board of directors and shareholders' meeting for review in accordance with the Articles of Association and relevant regulations;
After that, the secretary of the board of directors will be responsible for information disclosure.
(3) The interim report shall be notified to directors and senior managers in a timely manner.
Article 61 Internal circulation, review and disclosure process of major events that have not yet been made public:
(1) The persons in charge and designated contact persons of various departments, holding subsidiaries and joint-stock companies of the company shall be informed of important
In case of major events, the secretary of the board of directors should be notified immediately.
(2) Directors and senior managers should notify the secretary of the board of directors as soon as possible when they learn of a major incident.
(3) The report or notification information should be reported to the chairman of the board of directors immediately after obtaining it. After receiving the report, the chairman shall immediately report to the board of directors and urge the secretary of the board of directors and the securities affairs representative to organize the disclosure of the interim report.
Before the announcement of major information, if there is information leakage or abnormal fluctuations in the trading of listed company stocks and their derivatives, the company and the relevant information disclosure obligors should report to the Shenzhen Stock Exchange as soon as possible and make an announcement immediately.
Article 62 Procedures for the transmission and review of other information that has not been disclosed by the company:
(1) The operating management shall report to the board of directors in a timely manner in writing or other forms on a regular or irregular basis on the company's production, operations, signing of major contracts, use of funds, profits and losses, etc., and shall ensure the authenticity, timeliness and completeness of the reports;
(2) The company's holding subsidiaries and joint-stock companies shall report to the company's operating management on a regular or irregular basis in writing or other forms on the operation and management of the holding subsidiaries and joint-stock companies, the signing and execution of major contracts, the use of funds, profits and losses, etc. The person in charge of the holding subsidiaries and joint-stock companies shall ensure that the report is true, timely and complete, and relevant reports shall be notified to the secretary of the board of directors at the same time.
Article 63 Before information is publicly disclosed, the secretary of the board of directors shall report to the chairman of the board and obtain the approval and signature of the chairman of the board (or the chairman authorizes the general manager to approve the disclosure). If necessary, an interim board of directors may be convened to review and the board of directors shall authorize the disclosure.
Article 64 The following procedures shall be strictly followed when disclosing information to the outside world:
(1) The heads of departments, holding subsidiaries, joint-stock companies or other persons with information disclosure obligations who provide information shall carefully check the relevant information and inform the secretary of the board of directors;
(2) The board secretary and securities affairs representative draft disclosure documents and conduct compliance reviews;
(3) After the approval is issued by the chairman of the board, the secretary of the board of directors shall be responsible for the submission and disclosure procedures of public disclosure information;
(4) Submit the announcement draft and relevant reference documents to the Shenzhen Stock Exchange for registration, and publish them in the media designated by the China Securities Regulatory Commission.
Article 65 Relevant publicity information published in the media shall not conflict with the company's regular reports and temporary announcements. If it involves the company's overall business status and data, it must be confirmed by the chairman or general manager before publicity.
Article 66 The secretary of the board of directors shall submit the draft information disclosure announcement and relevant documents for reference to the Guangdong Supervision Bureau of the China Securities Regulatory Commission and keep them in the company archives.
Article 67 If the relevant departments of the company draft internal publications, internal communications and external publicity documents, the first draft shall be submitted to the secretary of the board of directors for review before being finalized and released to prevent the leakage of major undisclosed information of the company in publicity documents.
Chapter 7 Responsibilities of relevant entities in company information disclosure
Article 68 Directors shall understand and continue to pay attention to the company's production and operation status, financial status, major events that have occurred or may occur in the company and their impact, and proactively investigate and obtain information needed for decision-making.
Article 69 Senior managers shall report to the board of directors in a timely manner major events in the company's operations or finances, the progress or changes in disclosed events, and other relevant information.
Article 70 The secretary of the board of directors is responsible for organizing and coordinating the company's information disclosure affairs, collecting the information that the company should disclose and reporting to the board of directors, continuously paying attention to media reports on the company, and proactively verifying the true situation of the reports. The secretary of the board of directors has the right to participate in shareholders’ meetings, board meetings and senior management-related meetings, and has the right to understand the company’s financial and operating conditions, and to review all documents involving information disclosure matters.
The company has a securities affairs representative, who also performs the duties assigned by the secretary of the board of directors and the Shenzhen Stock Exchange and assumes corresponding responsibilities.
Article 71 The information disclosed by the company shall be released in the form of announcement by the board of directors. Directors and senior managers shall not release undisclosed information of the company to the outside world without the written authorization of the board of directors.
The company shall provide convenient conditions for the board secretary to perform his duties, and the financial person in charge shall cooperate with the board secretary in the relevant work of financial information disclosure.
Article 72 When the following events occur to the company’s shareholders and actual controllers, they shall proactively inform the company’s board of directors and cooperate with the company in fulfilling its information disclosure obligations.
(1) A shareholder or actual controller holding more than 5% of the company’s shares, who holds shares or controls
The company's situation has undergone major changes;
(2) A court ruling prohibits the controlling shareholder from transferring its shares, and more than 5% of the company's shares held by any shareholder are pledged, frozen, judicially auctioned, placed in custody, established as a trust, or have voting rights restricted in accordance with the law;
(3) Planning to carry out major asset or business restructuring of the listed company;
(4) Other circumstances specified by the China Securities Regulatory Commission.
Before the information that should be disclosed is disclosed in accordance with the law, the relevant information has been disseminated in the media or there are abnormal transactions in the company's securities and derivatives, the shareholders or actual controllers shall make a timely and accurate written report to the company, and cooperate with the company to make timely and accurate announcements.
Shareholders and actual controllers of a company shall not abuse their shareholder rights and dominant position, or require the company to provide them with inside information.
Article 73 The heads of various departments, holding subsidiaries, and joint-stock companies shall urge their departments to strictly implement the information disclosure management and reporting system, and ensure that any major information that should be disclosed is promptly reported to the secretary of the company's board of directors.
Article 74 When a company conducts a non-public issuance of stocks, the controlling shareholders, actual controllers and issuers shall provide relevant information to the company in a timely manner and cooperate with the company in fulfilling its information disclosure obligations.
Article 75 The company's directors, senior managers, controlling shareholders and shareholders holding more than 5% of the shares, as well as persons acting in concert and actual controllers, shall promptly submit to the company's board of directors a list of the company's related persons and an explanation of the related relationships. The company shall perform the review procedures for related-party transactions and strictly implement the voting avoidance system for related-party transactions. The parties to the transaction shall not conceal the related relationship or use other means to circumvent the company's related transaction review procedures and information disclosure obligations.
Article 76 Shareholders or actual controllers who hold more than 5% of the shares of a listed company through entrustment or trust shall promptly inform the listed company of the entrustment and cooperate with the listed company in fulfilling its information disclosure obligations.
Chapter 8 Archiving and Management of Information Disclosure Documents
Article 77 All information disclosure documents of the company shall be kept by the secretary of the company's board of directors and stored at the company's designated location.
Article 78 The retention period of company information disclosure documents shall not be less than ten years.
Article 79 If directors, senior managers or employees of other departments of the company need to borrow information disclosure documents, they should go through the relevant borrowing procedures and return the borrowed documents in a timely manner.
Chapter 9 Media for Information Disclosure
Article 80 Company information shall be disclosed in media (newspapers, websites, etc.) designated by the China Securities Regulatory Commission.
Article 81 Companies and other information disclosure obligors shall not publish information on the company website and other media before the designated media, shall not replace the reporting and announcement obligations that must be performed in any form such as press releases or answering reporters' questions, and may not replace the temporary reporting obligations that must be performed in the form of regular reports.
Article 82 The company may communicate with investors, securities service agencies, and the media about the company's operating conditions, financial status, and other events through performance briefings, analyst meetings, road shows, and investor surveys, etc., but it must ensure the principle of fair information disclosure among different investors to ensure the smooth development of investor relations management.
Chapter 10 Confidentiality Measures
Article 83 Directors, senior managers of the company and others who have access to information that has not yet been publicly disclosed due to work relationships are insiders of inside information and have the obligation to keep it confidential. When the company signs an employment contract with the above-mentioned personnel, it should stipulate that it has the obligation to keep confidential the information they come into contact with during their work, and shall not leak the confidentiality without authorization.
Article 84 The company's board of directors should take necessary measures to limit the number of persons with knowledge of the information to the minimum before the information is publicly disclosed; a dedicated person should be designated for submission and safekeeping of important information documents.
Article 85 When the board of directors learns that relevant undisclosed information is difficult to keep confidential or has been leaked, or the trading prices of the company's securities and derivatives have obviously fluctuated abnormally, the company shall immediately disclose the information.
Article 86 When the company (including its directors, senior managers and other persons representing the company) and relevant information disclosure obligors accept research, communication, interviews and other activities with specific targets, or conduct external publicity, promotion and other activities, they shall not publish or disclose undisclosed major information in any form. They can only use publicly disclosed information and undisclosed non-significant information as the communication content. Otherwise, the company shall immediately publicly disclose the undisclosed major information.
Article 87 The company shall strictly review the information communicated to the outside world through informal announcements, and set up review or recording procedures to prevent the leakage of undisclosed major information.
The above-mentioned informal announcement methods include: shareholders' meetings, press conferences, and product promotion meetings held on-site or online; the company or relevant individuals accept media interviews; direct or indirect press releases to the media; company (including subsidiaries) websites and internal publications; directors or senior managers' blogs, Weibo, and WeChat; written or oral communication with specific investors; written or oral communication with securities analysts; various other forms of external publicity and reports by the company; and other forms recognized by the Shenzhen Stock Exchange.
Article 88 When a company communicates directly with a specific object, except when invited to participate in investment strategy analysis meetings organized by securities company research institutes and other institutions, the company shall require the specific object to produce company certificates, ID cards and other information, and require them to sign a letter of commitment.
The letter of commitment should at least include the following contents:
(1) Do not intentionally inquire about the company’s undisclosed material information, and do not communicate or inquire with anyone other than the company’s designated personnel without the company’s permission;
(2) Not to disclose any undisclosed major information obtained inadvertently, and not to use the undisclosed major information obtained to buy or sell or recommend others to buy or sell the company's stocks and their derivatives;
(3) Do not use undisclosed material information in investment value analysis reports, press releases and other documents, unless the company discloses the information at the same time;
(4) If profit forecasts and stock price forecasts are involved in investment value analysis reports, press releases and other documents, indicate the source of the information and do not use subjective assumptions and information lacking factual basis;
(5) Notify the company before the investment value analysis report, press release and other documents are released or used;
(6) Clarify the responsibilities for breach of commitments.
Chapter 11 Supplementary Provisions
Article 89 The term “above” mentioned in these Measures includes the current number.
Article 90 Companies should clarify information communication mechanisms with investors, securities service agencies, media, etc., to ensure the smooth development of investor relations management work.
Article 91 The company shall establish an archives management system for internal information disclosure documents and materials, and set up clear archives management positions and work responsibilities. The archives management system shall establish a recording and storage system for directors and senior managers to perform their duties.
Article 92 For departments and personnel that violate various information disclosure management systems or are directly responsible for the company's information disclosure violations, the department and responsible person should be criticized, warned, demoted, or even dismissed from their posts. Appropriate compensation requirements can be made to them, and relevant legal responsibilities can be pursued if necessary.
Article 93 If this system conflicts with relevant laws, regulations, normative documents or the "Stock Listing Rules", the relevant laws, regulations, normative documents or the "Stock Listing Rules" shall prevail.
Article 94 The company’s board of directors is responsible for formulating, revising and interpreting this system.
Article 95 This system shall take effect and be implemented from the date it is reviewed and approved by the board of directors. From the date when these working rules come into effect and are implemented, the company's original "Information Disclosure Management System" will automatically terminate.
Shandong Linuo Pharmaceutical Packaging Co., Ltd.
September 20, 2025