[Temporary Announcement] Liancheng CNC: Information Disclosure Management System
Securities code: 920368 Securities abbreviation: Liancheng CNC Announcement number: 2026-071
Dalian Liancheng CNC Machinery Co., Ltd.
Information disclosure management system
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Review and voting status
Dalian Liancheng CNC Machinery Co., Ltd. (hereinafter referred to as the "Company") held the second meeting of the sixth session of the Board of Directors on August 24, 2026, and reviewed and approved the sub-proposal 3.06 of the "Proposal on Amending Part of the Company's Internal Management System": "Proposal on Amending the Information Disclosure Management System". The voting results of the motion: 7 votes in favor, 0 votes against, and 0 abstentions. The proposal does not need to be submitted to the shareholders' meeting for consideration.
2. List the main contents of the system in chapters:
Dalian Liancheng CNC Machinery Co., Ltd.
Information disclosure management system
Chapter 1 General Provisions
Article 1 In order to standardize the information disclosure management behavior of Dalian Liancheng CNC Machinery Co., Ltd. (hereinafter referred to as the "Company"), strengthen the management of information disclosure affairs, and safeguard the legitimate rights and interests of the company, investors, creditors and other stakeholders, in accordance with the Company Law of the People's Republic of China and the Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law "), "Measures for the Administration of Information Disclosure of Listed Companies", "Beijing Stock Exchange Stock Listing Rules" (hereinafter referred to as the "Listing Rules") and other laws, administrative regulations, normative documents and the relevant provisions of the "Articles of Association of Dalian Liancheng CNC Machinery Co., Ltd." (hereinafter referred to as the "Articles of Association"), combined with the actual situation of the company, this system is formulated.
Article 2 "Information disclosure" as used in this system refers to the information that has occurred or will occur in the company that may have a greater impact on the transfer price of the company's stocks and other securities, as well as other information that should be disclosed in accordance with laws, administrative regulations, departmental rules and normative documents, to the public within the prescribed time, through the prescribed media, and in the prescribed manner.
Article 3 Information disclosure obligors refer to the company and its directors, senior managers, shareholders, actual controllers, acquirers, parties involved in major asset reorganization, refinancing, major transactions and other natural persons, units, and their related personnel, bankruptcy administrators and their members, and other entities that bear information disclosure obligations as stipulated by laws, administrative regulations, and the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission").
Article 4 The company and the relevant information disclosure obligors shall promptly and fairly disclose all information that may have a greater impact on the company's stock trading price and investors' investment decisions, and ensure that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
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. They shall not implement differential treatment policies, and shall not separately disclose, reveal or leak undisclosed major information to specific objects in advance. However, unless otherwise provided by laws and administrative regulations.
Article 5 When a company submits documents to shareholders, actual controllers and other third parties that involve material information that has not yet been made public, it shall be disclosed in accordance with the Listing Rules.
Article 6 Before the inside information is disclosed in accordance with the law, insiders of the inside information and persons who illegally obtain the inside information shall not disclose or leak the information, or use the information to conduct insider trading. No unit or individual may illegally require information disclosure obligors to provide information that needs to be disclosed in accordance with the law but has not yet been disclosed.
Article 7 The company’s directors and senior managers shall perform their duties faithfully and diligently to ensure that the company discloses information in a timely and fair manner and that the disclosed information is true, accurate and complete.
Article 8 The information disclosed by the company and relevant information disclosure obligors shall be based on objective facts or fact-based judgments and opinions, truthfully reflect the objective situation, and shall not contain false records or untrue statements.
Article 9 The information disclosed by the company and relevant information disclosure obligors shall use clear and appropriate language and concise and easy-to-understand text. The content shall be easy to understand and shall not contain any propaganda, advertising, complimentary or exaggerated words, or misleading statements.
When companies disclose predictive information and other information involving the company's future operations and financial status, they should be reasonable, prudent and objective, fully disclose the risk factors involved in the relevant information, and use clear warning text to remind investors of possible risks and uncertainties.
Article 10 If an information disclosure obligor suspends or exempts information disclosure, it shall comply with laws, administrative regulations and relevant provisions of the China Securities Regulatory Commission and stock exchanges.
Article 11 If an event occurring in or related to the company does not meet the disclosure standards stipulated in this system, or if there are no specific provisions in this system, but the company's board of directors believes that the event may have a greater impact on the stock price, the company shall disclose it in a timely manner.
Chapter 2 Periodic Reports
Section 1 Periodic Report Preparation and Disclosure Requirements
Article 12 The periodic reports that a company should disclose include annual reports, interim reports, and quarterly reports.
Article 13 The company shall prepare and disclose periodic reports in accordance with the relevant regulations of the China Securities Regulatory Commission and the stock exchange, and prepare financial reports in accordance with the requirements of the Accounting Standards for Business Enterprises.
The company shall disclose corresponding information in its annual report in accordance with the requirements of the China Securities Regulatory Commission and the relevant provisions of the stock exchange on information disclosure.
Article 14 A company shall prepare and disclose regular reports within the prescribed period, prepare and disclose annual reports within four months from the end of each fiscal year, prepare and disclose interim reports within two months from the end of the first half of each fiscal year, and prepare and disclose quarterly reports within one month after the end of the first three and nine months of each fiscal year.
The first quarter report must be disclosed no earlier than 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 and announce the reasons for the inability to disclose the periodic report, the solution and the deadline for delayed disclosure.
Article 15 A company shall make an appointment with the stock exchange for the disclosure time of its periodic reports, and the stock exchange shall make overall arrangements for the disclosure time of the company's periodic reports. The company shall disclose periodic reports in accordance with the time arranged by the stock exchange. If the disclosure time needs to be changed for any reason, it shall do so in accordance with the relevant regulations of the stock exchange.
Article 16 The financial report in the company's annual report shall be audited by an accounting firm that complies with the provisions of the Securities Law. If the financial accounting report in the annual report has not been audited, the annual report shall not be disclosed. The company shall not change the accounting firm at will. If a change is really necessary, it shall be reviewed by the board of directors and then submitted to the shareholders' meeting for review.
If a company plans to issue shares, convert capital reserves into share capital, or make up for losses, the financial report based on the interim report or quarterly report shall be audited by an accounting firm that complies with the provisions of the Securities Law. Companies that only distribute cash dividends are exempt from audit.
Article 17 The company’s directors and senior managers shall sign written confirmation opinions on the company’s periodic reports. Directors and senior managers shall not refuse to sign written opinions on periodic reports for any reason.
If a director cannot guarantee the authenticity, accuracy, completeness or objection of the contents of the periodic report, he shall vote against or abstain from voting when the board of directors considers the periodic report.
If a member of the audit committee cannot guarantee the authenticity, accuracy, completeness or objection of the financial information in the periodic report, he or she shall vote against or abstain from voting when the audit committee reviews the periodic report.
If the company's directors and senior managers cannot guarantee the authenticity, accuracy, completeness or objection of the contents of the periodic report, they shall express their opinions and state the reasons in a written confirmation opinion, and the company shall disclose the relevant information in the periodic report. If the company refuses to disclose the information, directors and senior managers may directly apply for disclosure.
The reasons for dissent expressed by the company's directors and senior managers should be clear, specific, and relevant to the content disclosed in the periodic reports. Directors and senior managers shall abide by the principle of prudence when expressing opinions in accordance with the provisions of the preceding paragraph. Their responsibility to ensure the authenticity, accuracy and completeness of the contents of periodic reports is not only waived by expressing opinions.
Article 18 If a company's financial accounting report is issued a non-standard audit opinion by an accounting firm, in accordance with the relevant provisions of the China Securities Regulatory Commission on the handling of non-standard audit opinions, the company shall disclose the following documents while disclosing the periodic report:
(1) The board of directors’ special explanation of the matters involved in the audit opinion, including the opinions of the board of directors and its audit committee on the matter and the materials on which they are based;
(2) Special instructions issued by the accounting firm and certified public accountant responsible for the audit;
(3) Other documents required by the China Securities Regulatory Commission and the stock exchange.
Article 19 If the non-standard audit opinion on the company's financial report involves matters that violate accounting standards and relevant information disclosure normative provisions, the company shall correct the relevant matters and promptly disclose the corrected financial accounting information and relevant materials such as the audit report or special assurance report issued by the accounting firm.
Article 20 If a company's periodic reports contain errors or false records and are required to make corrections by relevant agencies or the board of directors decides to make corrections, they shall promptly disclose them in accordance with the relevant provisions of the China Securities Regulatory Commission on the correction and disclosure of financial information after being asked to make corrections or the board of directors makes a corresponding decision.
Section 2 Performance Forecast and Performance Express
Article 21 If a company's performance leaks before the disclosure of its regular reports, or there are performance rumors and the company's stock trading experiences abnormal fluctuations, it shall promptly disclose performance reports.
If the company expects to be unable to disclose the annual report within two months from the end of the fiscal year, it shall disclose a performance report within two months from the end of the fiscal year.
The financial data in the performance report include but are not limited to operating income, total profit, net profit, net profit after deducting non-recurring gains and losses, total assets, net assets and return on equity.
Article 22 If the company expects any of the following circumstances to occur in its annual operating results and financial status, it shall make a notice within one month from the end of the fiscal year:
(1) Net profit is negative;
(2) Net profit turns from loss to profit;
(3) Achieve profitability, and net profit increases or decreases by more than 50% compared with the same period last year;
(4) The lower of total profit, net profit, and net profit after deducting non-recurring gains and losses is negative, and the operating income after deducting business income unrelated to the main business and income without commercial substance is less than 50 million yuan;
(5) The net assets at the end of the period are negative;
(6) The first fiscal year after the company’s stocks are subject to a delisting risk warning due to the circumstances specified in the first paragraph of Article 10.3.1 of the Listing Rules;
(7) Other circumstances determined by the stock exchange.
If significant changes in semi-annual and quarterly net profits are expected, performance forecasts can be made.
If a company makes an annual performance forecast due to the circumstances in Item 6 of Paragraph 1, it shall forecast the annual operating income, operating income after deducting business income unrelated to the main business and income without commercial substance, total profit, net profit, net profit after deducting non-recurring gains and losses, and net assets at the end of the period.
Article 23 If the financial data in the company's performance bulletin or performance forecast differs by more than 20% from the actual data or the profit and loss direction changes, a revised announcement shall be disclosed in a timely manner.
Chapter 3 Interim Report
Section 1 General Provisions on Interim Reports
Article 24 Interim reports refer to announcements other than regular reports disclosed by the company and relevant information disclosure obligors in accordance with laws and regulations and the relevant provisions of the China Securities Regulatory Commission and stock exchanges.
Article 25 A company shall perform its initial disclosure obligations in a timely manner after a major event first touches any of the following points:
(1) When the board of directors forms a resolution on the major event;
(2) When the relevant parties sign a letter of intent or agreement regarding the major event;
(3) When directors and senior managers know or should know that the major event occurs.
If one of the following situations occurs before the time specified in the preceding paragraph, the company shall promptly disclose the current status of relevant matters and risk factors that may affect the progress of the event:
(1) It is difficult to keep the major incident confidential;
(2) The major incident has been leaked or there are rumors in the market;
(3) Abnormal transactions occur in company securities and derivatives.
Article 26 If the company and relevant information disclosure obligors really need it, they may release significant information to the outside world during non-trading hours, but relevant announcements must be made before the start of the next trading period, and information disclosure shall not be replaced by news releases or answering questions from reporters.
Article 27 When a company performs its initial disclosure obligations, it shall disclose the cause, current status and possible legal consequences of major events in accordance with this system and relevant regulations. If the relevant facts have not yet occurred when the announcement is prepared, the company shall objectively announce the existing facts, and then disclose the progress of the major event as required after the relevant facts occur.
If there are any developments or changes in the major events disclosed by the company that may have a greater impact on the trading prices of the company's securities and other securities or investors' decisions, the company shall promptly disclose the progress or changes, including major changes in the execution of the agreement, approval or rejection by relevant departments, failure to deliver and transfer, etc.
Section 2 Resolutions of the Board of Directors and Shareholders’ Meeting
Article 28 When the company holds a board of directors meeting, the participating directors shall promptly sign and confirm the meeting resolutions (including board resolutions in which all proposals are rejected) documents for future reference after the meeting.
If the resolution of the board of directors involves major information that should be disclosed, the company shall promptly disclose it in the form of a temporary announcement; if the resolution involves matters that should be submitted to the shareholders' meeting for review and voting according to the Articles of Association, the company shall promptly disclose the announcement of the resolution of the board of directors and briefly explain the content of the proposal in the announcement.
Article 29 The company shall issue a notice of shareholders' meeting to shareholders in the form of a temporary announcement 20 days before the annual shareholders' meeting or 15 days before the extraordinary shareholders' meeting.
The company shall not disclose or leak undisclosed major information at the shareholders' meeting, and shall disclose the resolution of the shareholders' meeting within two trading days after the meeting.
If a company hires a lawyer to issue a legal opinion on the shareholders' meeting in accordance with regulations, it shall disclose the concluding opinions of the legal opinion in the announcement of the resolution of the shareholders' meeting.
If the shareholders' meeting resolution involves a major matter stipulated in this system, and the shareholders' meeting fails to review and pass the relevant proposal, the company shall disclose the reasons for the failure to review and approve the matter and related specific arrangements in the form of a temporary report on the matters involved in the proposal.
Article 30 If the China Securities Regulatory Commission or the stock exchange requires the minutes of meetings of the board of directors and shareholders' meeting, the company shall provide them as required.
Section 3 Transactions to be Disclosed
Article 31 If the company has the following transactions and meets the disclosure standards, it shall disclose them in a timely manner:
(1) Purchase or sell assets;
(2) External investment (including entrusted financial management, investment in subsidiaries, etc., excluding the establishment or capital increase of wholly-owned subsidiaries);
(3) Providing guarantees (i.e. guarantees provided by the company to others, including guarantees to its holding subsidiaries);
(4) Provide financial assistance;
(5) Lease or lease assets;
(6) Signing management contracts (including entrusted operation, entrusted operation, etc.);
(7) Donating or receiving donated assets;
(8) Creditor's rights or debt restructuring;
(9) Transfer of research and development projects;
(10) Sign a license agreement;
(11) Waiver of rights;
(12) Other transactions recognized by the China Securities Regulatory Commission and stock exchanges.
The above-mentioned purchase or sale of assets does not include the purchase of raw materials, fuel and power, the sale of products or commodities and other transactions related to daily operations.
Article 32 If a company has a transaction mentioned in Article 31 of this system (except for providing guarantees and providing financial assistance) that meets one of the following standards, it shall disclose it in a timely manner:
(1) The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited total assets;
(2) The transaction amount accounts for more than 10% of the company’s latest audited net assets and exceeds 10 million yuan;
(3) The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company’s audited operating income in the most recent fiscal year, and exceeds 10 million yuan;
(4) 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 exceeds 1.5 million yuan;
(5) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and exceeds 1.5 million yuan.
If the data involved in the calculation of the above indicators is negative, its absolute value will be used for calculation.
When the company and the same transaction party have transactions of the same category and in the opposite direction as stipulated in this article at the same time, the calculation shall be based on the one-way amount; when the company has transactions of the same category and related to the subject matter as stipulated in this article, the calculation shall be based on the cumulative calculation of twelve consecutive months. Those who have fulfilled relevant obligations in accordance with the above provisions will no longer be included in the relevant cumulative calculation scope.
Article 33 The transaction amount specified in Article 32 of this system refers to the transaction amount paid, debts and expenses assumed, etc.
If the transaction arrangement involves the possibility of paying or receiving consideration in the future, does not involve a specific amount, or the amount is determined based on set conditions, the estimated maximum amount is the transaction amount.
Article 34 If an equity transaction occurs in a company, resulting in a change in the scope of the company's consolidated statements, the relevant financial indicators of the company corresponding to the equity shall be used as the basis for calculation, and Article 32 of this system shall apply.
If the aforementioned equity transactions do not result in a change in the scope of the consolidated statements, the relevant financial indicators shall be calculated based on the proportion of changes in the company's equity holdings, and Article 32 of this system shall apply.
Article 35 If a company directly or indirectly gives up the right of priority transfer or capital increase of the equity of a controlling subsidiary, resulting in the subsidiary no longer being included in the consolidated statements, it shall be regarded as a sale of equity assets, and the relevant financial indicators of the company corresponding to the equity shall be used as the calculation basis, and Article 32 of this system shall apply.
If a company partially gives up the right of first refusal or capital increase in the equity of its controlling or participating subsidiaries, which does not result in a change in the scope of the consolidated statements, but the company's shareholding ratio decreases, the relevant financial indicators shall be calculated based on the proportion of changes in the company's equity holdings, and Article 32 of this system shall apply.
If a company gives up or partially gives up its income rights to its subordinate non-corporate entities, the provisions of the previous two paragraphs shall apply accordingly.
Article 36 The company shall promptly disclose related party transactions reviewed by the board of directors.
When a company provides external guarantees and financial assistance, it must fulfill information disclosure obligations regardless of the amount.
Article 37 Transactions in which the company obtains unilateral benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and funding, etc., are exempt from disclosure in accordance with the provisions of Article 32 of this system.
Transactions between the company and its controlled subsidiaries, or between the above-mentioned controlled subsidiaries, are exempt from disclosure or review in accordance with the provisions of Article 32 of this system, unless otherwise provided or damaging to the legitimate rights and interests of shareholders.
Section 4 Other major events that should be disclosed
Article 38 If a company's stock trading encounters abnormal fluctuations as stipulated in the business rules of the stock exchange or is determined to be abnormal fluctuations in accordance with relevant regulations, the company shall disclose an announcement of abnormal stock trading fluctuations before the market opens on the next trading day.
If the company's stock trading encounters the business rules of the stock exchange or is determined to be a serious abnormal fluctuation according to relevant regulations, it shall disclose a verification announcement before the market opens on the next trading day; if it is unable to disclose, it shall apply for a suspension of trading of its stocks from the next trading day for verification. If the verification finds that there are major undisclosed matters, the company shall hold an investor briefing. The company's stocks shall resume trading after the announcement of the verification results and the announcement of the investor briefing (if any).
If there are serious abnormal fluctuations in the company's stock trading, and after verification by the company, there are no major matters that should be disclosed but have not been disclosed, and no reasonable explanation can be given for the reasons for the abnormal fluctuations, the stock exchange may make an announcement to the market, reminding the stock trading risks, and implement a trading suspension as appropriate.
Article 39 Companies and relevant information disclosure obligors shall pay close attention to major public media reports and market rumors about the company (hereinafter collectively referred to as rumors).
If any of the following rumors appear that may or have already had a greater impact on the trading prices of the company's stocks and their derivatives or on investors' investment decisions, the company shall promptly verify the relevant situation and make an explanatory announcement or clarification announcement based on the actual situation:
(1) Important matters involving the company’s ability to continue operating, listing status, major operating activities, major transactions, important financial data, mergers and acquisitions, changes in control rights, etc.;
(2) Abnormal situations involving the company’s controlling shareholders, actual controllers, directors, and senior managers affect their performance of duties;
(3) Others that may have a greater impact on the trading prices of the company's stocks and their derivatives or on investors' decision-making.
If the stock exchange believes that relevant rumors may have a greater impact on the company's stock trading price, it may require the company to verify and clarify. The company should verify within the time limit required by the stock exchange and promptly disclose rumors and clarification announcements.
Article 40 If more than 5% of the company's shares held by any shareholder of the company are pledged, frozen, judicially auctioned, placed in custody, set up as a trust, or have voting rights restricted in accordance with the law, the company must be notified in a timely manner and disclosed. If the company's controlling shareholder, actual controller and persons acting in concert account for more than 50% of the shares held by the company, and if the shares are pledged later, the company shall be notified in a timely manner and the situation of the pledged shares, the final use of the pledged financing funds and the fund repayment arrangements shall be disclosed.
If the company's controlling shareholder, actual controller and persons acting in concert encounter risks of pledge disposal, the following matters shall also be disclosed:
(1) Whether it may lead to a change in the control of the listed company;
(2) Measures to be taken, such as supplementary pledge, early repayment, early repurchase of pledged shares, no measures for the time being, etc.;
(3) Possible related risks.
If the pledged shares of the controlling shareholder, actual controller and persons acting in concert are forced to be disposed of or the disposal risk is lifted, the progress shall be continuously disclosed.
Article 41 When a company's board of directors makes a resolution on stock issuance, application for transfer of shares, application for stock listing to other overseas stock exchanges, or issuance of other types of securities, it shall promptly disclose relevant announcements from the date of the board of directors' resolution.
Article 42 The company shall promptly disclose the following major lawsuits and arbitrations:
(1) The amount involved exceeds 10 million yuan, and accounts for more than 10% of the absolute value of the company’s latest audited net assets;
(2) Litigation involving resolutions of the company’s shareholders’ meeting or board of directors that have been applied for to be revoked, confirmed to be invalid, or declared invalid;
(3) Representative litigation in securities disputes;
(4) Other lawsuits and arbitrations that may have a greater impact on the stability of the company's control, production and operations, or stock trading prices;
(5) Other circumstances deemed necessary by the stock exchange.
Major litigation and arbitration matters that occur in the company shall be calculated cumulatively for 12 consecutive months. If the cumulative calculation reaches the standard of the preceding paragraph, the provisions of the preceding paragraph shall apply. Those that have fulfilled their disclosure obligations in accordance with the above provisions will no longer be included in the cumulative calculation scope.
The company shall timely disclose the significant 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 43: After the board of directors considers and approves the profit distribution or capital reserve conversion plan, the company shall promptly disclose the specific content of the plan and disclose the plan implementation announcement before the equity registration date for the implementation of the plan.
Article 44 Before the sales restrictions on restricted shares are lifted, the company shall disclose relevant announcements in accordance with the relevant regulations of the stock exchange.
Article 45 For shareholders who directly or indirectly hold more than 5% of the company's shares, when the proportion of their shares in the company's total share capital increases or decreases by 5%, the investor shall promptly notify the company in accordance with regulations and cooperate with the company in fulfilling its information disclosure obligations. Companies should promptly disclose announcements on changes in shareholder shareholdings.
If the shares held by the company's investors and persons acting in concert meet the standards stipulated in the "Measures for the Administration of Acquisitions of Listed Companies", they shall perform the disclosure obligations of changes in equity or changes in control rights in accordance with the regulations. If investors and persons acting in concert have disclosed equity change reports and other documents, the company can simplify the disclosure of changes in shareholdings.
Article 46 When companies and relevant information disclosure obligors disclose commitments, they shall strictly abide by the commitments disclosed.
Companies should promptly disclose the progress of fulfillment of commitments. If the company fails to fulfill its commitments, it should promptly disclose the reasons and the possible legal liabilities of the relevant parties; if the relevant information disclosure obligors fail to fulfill their commitments, the company should take the initiative to inquire and promptly disclose the reasons and the measures planned to be taken by the board of directors.
Article 47 If a company encounters any of the following major risk situations, it shall promptly disclose it from the date of occurrence:
(1) Production is suspended and the main business comes to a standstill;
(2) A major debt default occurs;
(3) Major losses or losses occur;
(4) The main assets are sealed, detained, and frozen, and the main bank account is frozen;
(5) The company’s board of directors and shareholders’ meeting cannot hold meetings normally and formulate resolutions;
(6) The chairman or general manager is unable to perform his duties, and the controlling shareholder and actual controller cannot be contacted;
(7) Other risks that may cause the company to lose its ability to continue operating.
If the above risk matters involve specific amounts, the provisions of Article 32 of this system shall apply mutatis mutandis.
Article 48 If the company encounters any of the following circumstances, it shall promptly disclose it from the date of the fact or the date of resolution of the board of directors:
(1) Change the company name, securities abbreviation, company articles of association, registered capital, registered address, main office address, contact number, etc. If the company articles of association are changed, the new company articles of association shall be disclosed after review and approval by the shareholders' meeting;
(2) Major changes in business policies and business scope;
(3) Changes in the company’s controlling shareholder, actual controller and persons acting in concert, or the largest shareholder;
(4) The company’s controlling shareholders, actual controllers and their related parties occupy the company’s funds;
(5) There are major changes in the company’s controlling shareholders, actual controllers and other companies they control that engage in the same or similar business as the company;
(6) The court rules prohibiting controlling shareholders and actual controllers from transferring their shares in the company;
(7) The company’s director, general manager, board secretary or financial officer resigns or is dismissed by the company;
(8) The company reduces its capital, merges, splits, dissolves and applies for bankruptcy, or enters bankruptcy proceedings in accordance with the law and is ordered to close down;
(9) Additional benefits such as entering into important contracts and obtaining large government subsidies may have a significant impact on the company's assets, liabilities, equity and operating results;
(10) The company provides a guarantee, but the guaranteed party fails to perform its debt repayment obligations within fifteen trading days after the debt matures, or the guaranteed party becomes bankrupt, liquidated, or otherwise seriously affects its ability to repay debt;
(11) The mortgage, pledge, sale or scrapping of main assets for business use exceeds 30% of the total assets at one time;
(12) The company incurs major debt;
(13) The company changes accounting policies and accounting estimates (except as required by laws, regulations or national unified accounting systems), and appoints or dismisses accounting firms that provide audit services to the company;
(14) The company or its controlling shareholders, actual controllers, directors, and senior managers are included in the joint punishment for breach of trust;
(15) The company obtains or loses important production qualifications, licenses, and franchise rights, or there are major changes in external conditions and industry policies for production and operation;
(16) The company is investigated by the China Securities Regulatory Commission and its dispatched agencies or other competent authorities for suspected violations of laws and regulations, is transferred to judicial organs or investigated for criminal liability, is subject to administrative penalties that have a significant impact on the company's production and operations, or is administratively punished by the China Securities Regulatory Commission and its dispatched agencies;
(17) The company's directors, senior managers, controlling shareholders or actual controllers are suspected of violating laws and regulations, are investigated by the China Securities Regulatory Commission and its dispatched agencies or other competent authorities, and are subject to lien, compulsory measures or are investigated for major criminal liabilities, are administratively punished by the China Securities Regulatory Commission and its dispatched agencies, and are subject to other administrative penalties that have a significant impact on the company's production and operation; or are unable to perform their duties normally for more than three months due to physical, work arrangements, etc.; or are unable to perform their duties normally for more than three months;
(18) Because the disclosed information contains errors, false records, or is not disclosed in accordance with regulations, it is required to be corrected by relevant institutions or is corrected as decided by the board of directors;
(19) Other circumstances stipulated by laws and regulations, or determined by the China Securities Regulatory Commission and the stock exchange. If the above matters involve specific amounts, the provisions of Article 32 of this system shall apply mutatis mutandis. If a company encounters the circumstances specified in Items 16 and 17 of Paragraph 1 and may be subject to forced delisting for major violations stipulated in Chapter 10 of the Listing Rules, it shall also disclose a risk warning announcement that it may be subject to forced delisting for major violations.
If a company provides external guarantees in violation of regulations, or if funds or assets are occupied by controlling shareholders, actual controllers and their related parties, the company shall disclose the rectification progress of relevant matters.
Article 49 If the company encounters any of the following circumstances, it shall promptly disclose it from the date of the fact or the date of resolution of the board of directors:
(1) Develop new businesses that are different from the main business industry;
(2) Important products or projects under development achieve phased results or fail in research and development;
(3) The main products or core technologies lose their competitive advantages.
Article 50 If a company enters into a contract related to daily business activities and meets one of the following standards, it shall disclose it in a timely manner:
(1) If it involves the purchase of raw materials, fuel, power or the receipt of labor services, the contract amount accounts for more than 50% of the company's latest audited total assets and exceeds 50 million yuan;
(2) If it involves the sale of products or commodities, project contracting, or the provision of labor services, the contract amount accounts for more than 50% of the company's audited operating income in the most recent fiscal year, and exceeds 50 million yuan;
(3) Other contracts that may have a significant impact on the company's financial status and operating results.
After the contract is concluded, if there are major changes or major uncertainties in its effectiveness or performance, or if it is terminated or terminated in advance, the company shall disclose it in a timely manner.
Article 51 When a company implements equity incentives and employee stock ownership plans, it must strictly abide by the relevant regulations of the China Securities Regulatory Commission and the stock exchange and fulfill its disclosure obligations.
Article 52: After a stock exchange issues a risk warning to a company or makes a decision to terminate the listing of its stocks, the company shall make a timely disclosure.
Article 53 If a company's major shareholders, directors, or senior managers plan to reduce their holdings of the company's shares through centralized bidding or block transactions, they shall notify the company in a timely manner and disclose the reduction plan in advance 15 trading days before the first sale;
The time interval for shareholding reduction in each disclosed shareholding reduction plan shall not exceed 3 months. If the total number of shares planned to be reduced through centralized bidding transactions exceeds 1% of the company's total shares within 3 months, the reduction plan must be disclosed in advance 30 trading days before the first sale.
The company's major shareholders, directors, and senior managers shall promptly disclose the results of the shareholding reduction after the implementation of the shareholding reduction plan or the expiration of the disclosed shareholding reduction time interval.
If a company's major shareholders, directors, or senior managers plan to transfer or reduce their holdings of shares through an agreement, they must promptly notify the company and handle the matter in accordance with the relevant requirements of the stock exchange on agreement transfers.
If the company's major shareholders reduce their holdings of the company's shares purchased through bidding or market-making transactions on the Beijing Stock Exchange and National Equities Exchange and Quotations Co., Ltd., the provisions of the preceding paragraph shall not apply to their reductions.
Chapter 4 Information Disclosure Procedure
Article 54 The chairman of the company shall bear primary responsibility for the management of information disclosure affairs. The secretary to the company's board of directors is responsible for organizing and coordinating information disclosure management affairs, and should actively urge the company to formulate, improve and implement information disclosure management systems and do a good job in relevant information disclosure.
The company's directors and senior managers should be diligent and responsible, pay attention to the preparation of information disclosure documents, ensure that regular reports and temporary reports are disclosed within the prescribed time limit, and cooperate with the company in fulfilling its information disclosure obligations. Except for securities companies and securities service institutions that can prepare and review information disclosure documents in accordance with regulations, companies may not entrust other companies or institutions to prepare or review information disclosure documents on their behalf. Companies are not allowed to consult companies or institutions other than securities companies and securities service institutions on matters such as the preparation and announcement of information disclosure documents.
Article 55 The preparation, delivery, review and disclosure of periodic reports shall comply with the following procedures:
(1) After the end of the reporting period, the company’s general manager, financial controller, board secretary and other senior management personnel should promptly prepare drafts of periodic reports and submit them to the board of directors for review;
(2) The audit committee shall conduct a prior review of the financial information in the periodic report and submit it to the board of directors for review after approval by more than half of all members;
(3) The secretary of the board of directors is responsible for delivering the draft periodic report to the directors for review;
(4) The chairman is responsible for convening and presiding over board meetings to review regular reports;
(5) The secretary of the board of directors is responsible for the disclosure of regular reports.
Directors and senior managers should actively pay attention to the progress of the preparation, review and disclosure of periodic reports, and should immediately report to the company's board of directors any situation that may affect the disclosure of periodic reports on schedule. Before the periodic report is disclosed, the board secretary shall send the periodic report draft to the directors and senior managers for confirmation.
Article 56 Procedures for the preparation, delivery, review and disclosure of interim reports:
(1) When an information disclosure obligor learns that a major event has occurred or there are important developments or changes in a disclosed major event, he or she shall immediately perform reporting obligations in accordance with company regulations;
(2) When the secretary of the board of directors learns of the information that needs to be disclosed or receives information from the person with the information disclosure obligation, he is responsible for organizing the drafting of the disclosure document;
(3) For matters that need to be reviewed by the board of directors and shareholders' meeting, after the resolutions of the board of directors and shareholders' meeting are formed, the secretary of the board of directors should be responsible for organizing the preparation of announcement drafts and disclosures.
Article 57 When the company discovers that the disclosed information (including announcements issued by the company and information about the company reprinted in the media) is error, omission or misleading, it shall issue a correction announcement, supplementary announcement or clarification announcement in a timely manner.
Article 58 Directors and senior managers shall not release undisclosed information to the outside world without the written authorization of the board of directors.
Article 59: Before insider 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.
When the company and relevant information disclosure obligors communicate with any institution or individual through performance briefings, analyst meetings, road shows, investor surveys, etc., they are not allowed to provide significant information that the company has not yet made public.
Chapter 5 Information Disclosure Methods and Media
Article 60 The company's regular reports and temporary reports shall be disclosed on the designated information disclosure platform.
Article 61: Companies and relevant information disclosure obligors shall not release major information on other public media before the designated information disclosure platform, and may not disclose or leak undisclosed major information through press releases or answering reporters' questions before the announcement on the designated information disclosure platform.
Article 62 The company shall keep the information disclosure announcement draft and relevant reference documents at the company’s domicile for reference.
Article 63 Companies and relevant information disclosure obligors shall cooperate with the work of intermediaries that provide services to the company, provide information related to their practice as required, and shall not require intermediaries to issue documents that are inconsistent with objective facts or hinder their work.
If a company undergoes major changes in its operating conditions, corporate governance, finance, etc., it shall promptly perform its information disclosure obligations in accordance with relevant regulations.
Chapter 6 Management of Information Disclosure
Article 64 The company’s information disclosure work is under the unified leadership and management of the board of directors.
(1) The chairman leads and manages information disclosure work and assumes leadership responsibilities;
(2) Board members have the right to review the authenticity, accuracy and completeness of information disclosure, and bear individual and joint liability for it;
(3) The secretary of the board of directors is responsible for coordinating and organizing the company's information disclosure work, and is directly responsible for the implementation of information disclosure in accordance with laws, regulations and other provisions;
(4) The principal persons in charge of each functional department of the company and the principal persons in charge of each subsidiary company are the persons responsible for providing the company's information disclosure materials and are directly responsible for the basic information disclosure information provided.
Article 65 Directors shall understand and 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 materials necessary for decision-making.
Article 66 The audit committee shall supervise the performance of information disclosure duties by directors and senior managers, pay attention to the company's information disclosure, and when it discovers that there are any violations of laws and regulations in information disclosure, it shall conduct an investigation and make correction suggestions.
Article 67 Senior managers shall report to the board of directors in a timely manner major events in the company's operations or finances, changes or progress of disclosed major events, and other relevant information.
Article 68 The Secretary to the Board of Directors shall perform his duties in accordance with the relevant provisions of the Articles of Association and the Working Rules of the Secretary to the Board of Directors.
Article 69 The secretary of the board of directors shall promptly notify the company's information disclosure obligors and relevant staff of the laws and regulations imposed by the state on the company and the requirements of the securities regulatory authorities for the company's information disclosure.
Article 70 The heads of each functional department and branch company of the company shall ensure that significant information that should be disclosed in the unit, department or company is promptly and accurately reported to the secretary of the company's board of directors or the office of the board of directors.
Article 71 When the following events occur to a company’s shareholders or actual controllers, they shall proactively inform the company’s board of directors and cooperate with the company in fulfilling its information disclosure obligations:
(1) There are major changes in the shares held by shareholders or actual controllers who hold more than 5% of the company's shares or in their control of the company, and there are major changes in the company's actual controllers and other companies they control that engage in the same or similar business as the company;
(2) The court decides to prohibit 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, or there is a risk of forced transfer;
(3) Planning to carry out major asset or business reorganization of the company;
(4) Other circumstances specified by the China Securities Regulatory Commission and the stock exchange.
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 stocks and its 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 72 The company’s major shareholders, actual controllers, directors, senior managers and persons acting in concert shall promptly submit the list of related parties and explanations of related relationships to the company’s board of directors. Parties shall not conceal related relationships or use other means to circumvent the company's related transaction review procedures and information disclosure obligations.
Article 73 Shareholders or actual controllers who hold more than 5% of the company's shares through entrustment or trust shall promptly inform the company of the entruster's status and cooperate with the company in fulfilling its information disclosure obligations.
Article 74 If the person with the company's information disclosure obligation has any doubts about whether a certain matter involves information disclosure, he should consult the secretary of the board of directors in a timely manner.
Article 75 Company directors and senior managers shall be familiar with information disclosure rules, actively participate in various trainings required by regulatory agencies, improve their own quality, strengthen self-discipline, prevent risks, and perform information disclosure duties conscientiously and responsibly.
Article 76 Directors and senior managers of a company shall be responsible for the authenticity, accuracy, completeness, timeliness and fairness of the company’s information disclosure, unless there is sufficient evidence to show that they have performed their obligations of diligence and due diligence.
Chapter 7 Suspension and Exemption of Information Disclosure
Article 77 If the company and the relevant information disclosure obligors have solid and sufficient evidence to prove that the information to be disclosed involves state secrets or other matters whose disclosure may lead to violations of state confidentiality regulations and management requirements, they are exempt from disclosure in accordance with the law.
If the information to be disclosed by the company and the relevant information disclosure obligors involves trade secrets or confidential business information, if it meets one of the following circumstances and has not yet been made public or leaked, the disclosure may be postponed or exempted:
(1) It is core technical information, etc., which may lead to unfair competition after disclosure;
(2) It is the company’s own business information, customers, suppliers and other other people’s business information, which may infringe the business secrets of the company or others or seriously damage the interests of the company or others after disclosure;
(3) Other circumstances that may seriously damage the interests of the company and others after disclosure.
Article 78 After the company and the relevant information disclosure obligors have suspended or exempted from disclosure of commercial secrets, if any of the following circumstances occurs, they shall disclose it in a timely manner:
(1) The reason for suspension or exemption from disclosure has been eliminated;
(2) It is difficult to keep the relevant information confidential;
(3) Relevant information has been leaked or rumors have appeared in the market.
Chapter 8 Confidentiality Requirements for Information Disclosure
Article 79 Directors, senior managers and other persons with legal access to inside information shall have the obligation to keep the information confidential before it is officially publicly disclosed.
Insiders of inside information must strictly abide by laws, regulations, normative documents and relevant provisions of company systems, and must not disclose inside information to others.
Article 80 Before publicly disclosing information, a company should control the number of insiders of inside information to a minimum. Directors, senior managers or other personnel of the company shall not publish or disclose to shareholders and the media in any form, on behalf of the company or the board of directors, information that has not been made public by the company.
Article 81 When the board of directors learns that relevant undisclosed information is difficult to keep confidential, has been leaked, or has been market rumored, resulting in obvious abnormal fluctuations in the trading prices of the company's stocks and other securities, the company shall immediately disclose the information.
Article 82 A company shall register and manage insiders of insider information in accordance with the relevant regulations of the China Securities Regulatory Commission and the stock exchange. When disclosing the following major matters, the company shall file an insider file in accordance with the relevant regulations of the stock exchange:
(1) Annual report and mid-term report;
(2) Securities issuance;
(3) Share repurchase;
(4) Major asset reorganization;
(5) The company is acquired;
(6) Company mergers and divisions;
(7) Apply for board transfer or apply for stock listing on other overseas stock exchanges;
(8) Other major matters stipulated by the China Securities Regulatory Commission and the stock exchange.
After the company discloses major matters, if there are major changes in relevant matters, it shall promptly submit a supplementary insider information file to the stock exchange.
Chapter 9 Internal Control and Supervision Mechanism of Financial Management and Accounting
Article 83 Before the company's financial information is disclosed, the company's internal control system for financial management and accounting and the relevant provisions of the company's confidentiality system should be implemented.
Article 84 The Audit Committee is mainly responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control.
Article 85 The financial accounting report of the company's annual report shall be audited by an accounting firm that complies with the provisions of the Securities Law. If the company has other matters that need to be audited according to relevant regulations, it should also be audited.
Chapter 10 Recording and Custody System
Article 86 The transmission and review documents related to information disclosure when the company's directors and senior managers perform their duties shall be kept by the office of the board of directors for a period of ten years.
Article 87 The company’s information disclosure-related documents shall be kept by the Office of the Board of Directors for a period of ten years.
Chapter 11 Liability for Violation
Article 88 If due to the dereliction of duty by the person responsible for information disclosure, information disclosure is in violation, causing serious impact or loss to the company, the responsible person shall be criticized, warned, or even dismissed from his position, and appropriate compensation requirements may be made to him.
Article 89 If a person with relevant information disclosure obligations violates information disclosure regulations and the disclosed information contains false records, misleading statements or major omissions, causing losses to others, he shall bear administrative and civil liability in accordance with the law. If a crime is constituted, criminal liability shall be pursued in accordance with the law.
Article 90 If consultants, intermediary service personnel, etc. hired by the company disclose company information without authorization and cause losses to the company, the company reserves the right to pursue their liability.
Chapter 12 Supplementary Provisions
Article 91 In this system, “above” includes the original number; “more than” and “less than” do not include the original number.
Article 92 If there are matters not covered in this system or this system conflicts with the provisions of relevant laws, regulations, rules, normative documents and the "Articles of Association", the provisions of the relevant laws, regulations, rules, normative documents and the "Articles of Association" shall prevail.
Article 93 This system shall come into effect upon review and approval by the company's board of directors, and the same shall apply to revisions.
Article 94 The company’s board of directors is responsible for interpreting this system.
Dalian Liancheng CNC Machinery Co., Ltd. Board of Directors
August 25, 2026