Chapter I General1

 

        The first one is to strengthen the management of information disclosure work of Changzhou Xingyu Auto Lamp Co., Ltd. (hereinafter referred to as “the company”), regulate the company's information disclosure behavior, ensure the company's true, accurate and complete disclosure of information, and maintain the company's shareholders, especially the society. The legitimate rights and interests of public shareholders are based on the Company Law, the Securities Law, the Shanghai Stock Exchange Listing Rules (as amended in 2008) (the “Listing Rules”) and the “Articles of Association of Changzhou Xingyu Vehicles Co., Ltd.” The regulations are specifically formulated.

 

        Article 2 The information that should be disclosed in this system refers to all information that may have a significant impact on the trading price of the company's stock and its derivative products, but not yet known to investors, including but not limited to:

 

        1. Information related to the matters stipulated in Chapter IX of the Listing Rules, Chapter 2, Section XI, and Chapter XI;

 

        2. Information related to the company's performance, profits, etc., such as financial performance, profit forecast and profit distribution, and conversion of public reserve into share capital;

 

        3. Information related to mergers and acquisitions, restructuring, major investments, and external guarantees;

 

        4. Information related to matters such as company stock issuance, stock repurchase, stock splitting, etc.;

 

        5. Information related to the company's business operations, such as the development of new products, new inventions, new customer groups and new suppliers, the establishment of major business plans for the future, obtaining patents, approval by government departments, and signing major contracts;

 

        6. Information related to major litigation and arbitration matters of the company.

 

        Article 3 In accordance with the requirements of relevant laws, regulations and regulatory documents such as the Listing Rules, the company shall, through the prescribed media within the prescribed time, publish the information to be disclosed to the public in a prescribed manner, and disclose the information in accordance with relevant regulations. The document was copied to the China Securities Regulatory Commission and its dispatched institutions and the Shanghai Stock Exchange.

 

        Article 4 The chairman of the board is the ultimate responsible person for the company's information disclosure. The company and its directors, supervisors, senior management personnel, company shareholders and their actual controllers are obligors of information disclosure. The information disclosure obligor shall accept the China Securities Regulatory Commission and Shanghai. Stock exchange supervision.

 

        Article 5 The holding subsidiaries of the company shall abide by the provisions of this system.

 

Chapter II Basic Principles and General Provisions of Information Disclosure

 

        Article 6 Information disclosure is the company's continuing responsibility. The company shall perform its information disclosure obligations in accordance with laws, regulations, departmental rules, other regulatory documents, the Listing Rules and the relevant regulations and notices issued by the Shanghai Stock Exchange.

 

        Article 7 The company shall promptly and fairly disclose all information that may have a greater impact on the trading price of the company's stocks and its derivative products, and submit the announcement and relevant documents for inspection to the Shanghai Stock Exchange in the first time.

 

        Article 8 The company and all its directors, supervisors and senior management personnel shall ensure that the information disclosed by the company is true, accurate and complete, and there are no false records, misleading statements or major omissions.

 

        The company shall state the aforementioned guarantees in the prominent position of the announcement. Directors, supervisors and senior management personnel cannot guarantee that the contents of the announcement are true, accurate and complete, and shall make corresponding statements and explain the reasons in the announcement.

 

        Article 9 The company's shareholders, actual controllers, purchasers and other relevant information disclosure obligors shall perform information disclosure obligations in accordance with relevant regulations, actively cooperate with the company to do a good job in information disclosure, and promptly inform the company of major events that have occurred or are planned to occur, and Strictly fulfill the commitments made.

 

        Article 10 The incidents that are related to or related to the company do not meet the disclosure standards stipulated in this system, or there is no specific provision in this system, but the Shanghai Stock Exchange or the company's board of directors believes that the event may generate transaction prices for the company's stocks and derivatives. In case of greater influence, the company shall promptly disclose relevant information in accordance with the provisions of this system.

 

        Article 11 The company's directors, supervisors, senior management personnel, other information disclosure obligors and other insiders shall, before the information is disclosed, control the insiders of the information to a minimum extent, and shall not disclose the company's undisclosed material information. Insider trading or cooperating with others to manipulate the trading price of stocks and their derivatives.

 

        Article 12 The company shall formulate and strictly implement the information disclosure management system in accordance with relevant regulations.

 

        The company shall promptly submit the information disclosure management system reviewed by the board of directors to the Shanghai Stock Exchange for filing and disclosure on the designated website of the Shanghai Stock Exchange.

 

         Article 13 The company shall pay attention to the reports of the public media (including the main website) on the company, as well as the transactions of the company's stocks and its derivative products, and timely understand the real situation to the relevant parties, and truthfully reply to the Shanghai Stock Exchange within the prescribed time limit. Inquiries on matters raised and announced in a timely, truthful, accurate and complete manner in accordance with the Listing Rules and the provisions of this system.

 

        Article 14 The information that a company should disclose includes periodic reports and interim reports.

 

        Article 15 Before disclosing information, the company shall submit periodic reports or interim report documents and related documents for inspection in accordance with the requirements of the Shanghai Stock Exchange.

 

        The company and related information disclosure obligors shall submit the announcement documents and relevant documents for inspection to the Shanghai Stock Exchange at the first time, and the submitted announcements and relevant documents for inspection shall meet the requirements of the Exchange.

 

        The announcements and related documents for review submitted by the company and related information disclosure obligors shall be in Chinese. Where a foreign language text is used at the same time, the information disclosure obligor shall ensure that the contents of the two texts are consistent. In the event of ambiguity between the two texts, the Chinese text shall prevail.

 

        Article 16 When a company discloses information, it shall use factual descriptive language to ensure that its contents are concise, easy to understand, highlight the essence of the event, and must not contain any words such as propaganda, advertisement, compliment or defamation.

 

        Article 17 If there are any errors, omissions or misleading in the periodic reports or interim reports disclosed by the company, the company shall make an explanation and make an announcement in accordance with the requirements of the Shanghai Stock Exchange.

 

        Article 18 The company's periodic reports and interim reports shall be disclosed in the designated media of the China Securities Regulatory Commission after being registered by the Shanghai Stock Exchange. If the company fails to disclose in accordance with the established time, or if the content of the documents disclosed in the designated media is inconsistent with the contents of the documents submitted to the Shanghai Stock Exchange, it shall immediately report to the Shanghai Stock Exchange.

 

        Article 19 The company and related information disclosure obligors shall not disclose or disclose undisclosed material in any other way, such as press release or answering reporters, before the announcement of major information in other public media. information.

 

        Company directors, supervisors and senior management personnel shall abide by and procure the company to abide by the foregoing provisions.

 

        Article 20 The company shall place information disclosure documents such as periodic reports and interim reports at the company's domicile for public inspection at the same time as the announcement.

 

        Article 21 The company shall be equipped with the necessary communication equipment for information disclosure and ensure the smooth flow of external consultation calls.

 

        Article 22 If the information to be disclosed by the company is uncertain, it is a temporary commercial secret or other circumstances recognized by the Shanghai Stock Exchange, timely disclosure may harm the company's interests or mislead investors, and may meet the following conditions, and may The stock exchange applied for a suspension of disclosure, indicating the reasons and duration of the suspension of disclosure:

 

        1. The information to be disclosed has not been disclosed;

 

        2. The insider concerned has promised to keep confidential in writing;

 

        3. There was no abnormal fluctuation in the trading of the company's stock and its derivatives.

 

        With the consent of the Shanghai Stock Exchange, the company may suspend disclosure of relevant information. The time limit for suspension of disclosure generally does not exceed two months.

 

        If the application for suspension of disclosure is not approved by the Shanghai Stock Exchange and the reason for the suspension of disclosure has been eliminated or the time limit for suspension of disclosure has expired, the company shall promptly disclose it.

 

        Article 23 The information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by the Shanghai Stock Exchange. Disclosure or performance of relevant obligations in accordance with the Listing Rules or the requirements of this system may result in the company violating the state's law on confidentiality. If the regulations or damage to the company's interests, the Shanghai Stock Exchange may apply for exemption from disclosure or fulfill related obligations.

 

        Article 24 The company's information disclosure shall reflect the principle of treating all shareholders openly, fairly and fairly.

 

Chapter III Contents of Information Disclosure

 

Section 1 Issuance and Listing of New Shares and Convertible Corporate Bonds

 

        Article 25 The company shall, in accordance with the relevant provisions of the China Securities Regulatory Commission, prepare and promptly disclose relevant announcements concerning the issuance of new shares and convertible corporate bonds.

 

        Article 26 When a company applies for new shares and convertible corporate bonds to be listed, it shall prepare a listing announcement in accordance with relevant regulations; if it applies for listing of new shares, it shall also prepare a report on changes in shares.

 

        Article 27 After the Shanghai Stock Exchange agrees to the application for the listing of its new shares and convertible corporate bonds, the company shall disclose the following documents in the designated media within five trading days before the listing of the new shares and convertible corporate bonds:

 

        1. Listing announcement;

 

        2. Share change report (applicable to new shares listing);

 

        3. Other documents and matters required by the Shanghai Stock Exchange.

 

        Article 28 The company's application for the listing of shares issued by securities investment funds, legal persons and strategic investors shall be submitted to the Shanghai Stock Exchange for the following documents:

 

        1. Application for listing and circulation;

 

        2. Description of shares placed to securities investment funds, legal persons and strategic investors;

 

        3. Announcement of listing circulation announcement;

 

        4. Other documents required by the Shanghai Stock Exchange.

 

        Article 29 After the approval of the Shanghai Stock Exchange, the company shall disclose the circulation notice announcement within three trading days before the listing of the shares to be placed. The announcement of listing and circulation shall include the following contents:

 

        1. The listing and circulation time of the placing shares;

 

        2. The number of shares on the listing of the placing shares;

 

        3. The issue price of the placing shares;

 

        4. Changes in the company's previous shares.

 

Section II Periodic Report

 

        Article 30 The company shall disclose periodic reports including annual reports, interim reports and quarterly reports.

 

        The company shall prepare and disclose periodic reports within the time limits set by laws, regulations, departmental rules and the Listing Rules.

 

        Article 31 The company shall disclose the annual report within four months from the end of each fiscal year, and shall disclose the interim report within two months from the end of the first half of each fiscal year, which shall be in each accountant. The quarterly report is disclosed within one month after the end of the first three months and nine months of the year. The disclosure of the company's first quarterly quarterly report shall not be earlier than the company's previous year's annual report disclosure time.

 

        If the company does not expect to disclose the periodic report within the prescribed time limit, it shall promptly report to the Shanghai Stock Exchange and announce the reasons for the failure to disclose on time, the solution and the deadline for extension of the disclosure.

 

         Article 32 The company shall make an appointment with the Shanghai Stock Exchange for the disclosure time of the periodic report.

 

        The company shall handle the disclosure of periodic reports in accordance with the time arranged by the Shanghai Stock Exchange. If it is necessary to change the disclosure time, it shall submit a written application to the Shanghai Stock Exchange five days before the date of the change, and state the reasons for the change.

 

        Article 33 The board of directors of the company shall ensure that the company's periodic reports are disclosed on time, and if it is unable to form a resolution of the board of directors on the periodic report for any reason, it shall disclose the relevant matters in the manner announced by the board of directors, stating the specific reasons and existence of the resolution of the board of directors. risk.

 

        The company may not disclose periodic reports that have not been reviewed and approved by the board of directors.

 

        Article 34 The company shall prepare and disclose periodic reports in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

 

        The full text and abstract of the periodic report shall be disclosed separately in the designated media in accordance with the requirements of the Shanghai Stock Exchange.

 

        Article 35 The financial accounting report in the company's annual report must be audited by an accounting firm with qualifications for securities and futures-related business.

 

        The financial accounting report in the company's interim report may be unaudited, but in any of the following circumstances, the company shall audit:

 

        1. It is proposed to make profit distribution in the second half of the year, convert the public reserve into share capital or make up for losses;

 

        2. Other circumstances that the China Securities Regulatory Commission or the Shanghai Stock Exchange believes should be audited.

 

        The financial information in the company's quarterly report is not subject to audit, except as otherwise provided by the China Securities Regulatory Commission or the Shanghai Stock Exchange.

 

        Article 36 The company shall submit to the Shanghai Stock Exchange in time after the periodic report has been reviewed by the board of directors, and submit the following documents:

 

        1. The full text and abstract (or body) of the periodic report;

 

        2. The original audit report (if applicable);

 

        3. Resolutions of the Board of Directors and the Board of Supervisors and their announcements;

 

        4. Electronic documents containing periodic reports and financial data produced in accordance with the requirements of the Shanghai Stock Exchange;

 

        5. Other documents required by the Shanghai Stock Exchange.

 

        Article 37 If there is an early leakage of performance before the disclosure of the periodic report, or if the trading of the company's stock and its derivatives is abnormally fluctuating due to performance rumors, the company shall promptly disclose relevant financial data (whether or not it has been audited) during the reporting period, including the main Major financial data and indicators such as operating income, main business profit, total profit, net profit, total assets and net assets.

 

        Article 38 If the company's financial accounting report is registered in accordance with the provisions of the China Securities Regulatory Commission on the “Information Disclosure and Compilation Rules for Companies That Offer Securities to the Public No. 14 – Non-standard Unretained Audit Opinions and the Treatment of Related Matters” If the accountant issues a non-standard unqualified audit opinion, the company is submitting