International Medicine: Information Disclosure Management System for Debt Financing Instruments Issued in the Interbank Bond Market
Xi'an International Medical Investment Co., Ltd.
Information Disclosure Management System for Debt Financing Instruments Issued in the Inter-bank Bond Market (Revised and Approved at the Eighth Meeting of the Thirteenth Board of Directors)
Chapter 1 General Provisions
Article 1 To regulate Xi’an International Medical Investment Co., Ltd. (hereinafter referred to as "Company") discloses information on the issuance of debt financing instruments in the inter-bank bond market to protect the legitimate rights and interests of investors. According to the "Administrative Measures for Information Disclosure of Listed Companies" (hereinafter referred to as the "Administrative Measures"), the "Administrative Measures for Debt Financing Instruments of Non-financial Enterprises in the Inter-bank Bond Market" and the "Administrative Measures for Debt Financing Instruments of Non-financial Enterprises in the Inter-bank Bond Market" Information Disclosure Rules for Debt Financing Instruments (hereinafter referred to as the "Information Disclosure Rules"), "Rules for the Non-public Directed Issuance of Debt Financing Instruments for Non-Financial Enterprises in the Inter-bank Bond Market" (hereinafter referred to as the "Issue Rules") and the "Corporate Information Disclosure Management System" and other relevant laws and regulations have been specially formulated based on the actual situation of the company.
Article 2 The company and all directors and senior managers guarantee that the disclosed information is true, accurate, complete and timely, and promise that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability. If individual directors, senior managers or persons performing equivalent duties cannot guarantee the authenticity, accuracy, completeness or timeliness of information disclosure, they shall express their opinions individually and state the reasons.
Article 3 The term "significant information" as used in this system refers to information about a company's issuance of debt financing instruments in the inter-bank bond market and information about matters that may have a significant impact on the company's solvency or investors' rights and interests during the duration of the debt financing instruments.
Article 4 During the issuance and existence of the company's debt financing instruments, this system is binding on the company's shareholders, all directors, senior managers, all departments of the company and its holding subsidiaries.
Chapter 2 Information Disclosure Standards for Public Issuance of Debt Financing Instruments
Article 5 When a company issues debt financing instruments, it shall disclose the following documents before issuance in accordance with relevant regulations:
(1) The company’s audited financial reports for the past three years and the latest accounting statements;
(2) Prospectus;
(3) Credit rating report (if any);
(4) Trusteeship management agreement (if any);
(5) Legal opinions;
(6) Other documents required by the National Association of Financial Market Institutional Investors.
Article 6 A company shall disclose the issuance results no later than the first day of trading of debt financing instruments. The content of the announcement includes, but is not limited to, the actual issuance scale, term, price and other information of the current bond.
Article 7 During the duration of the debt financing instrument, the company shall disclose periodic reports in accordance with the following requirements:
(1) The company shall disclose the annual report of the previous year within 4 months after the end of each fiscal year;
(2) The company shall disclose the semi-annual report within 2 months after the end of the first half of each fiscal year;
(3) The company shall disclose quarterly financial statements within one month after the end of the first three and nine months of each fiscal year, and the disclosure time of the first quarter financial statements shall not be earlier than the disclosure time of the previous year's annual report;
(4) The financial statement part of the periodic report shall at least include a balance sheet, income statement and cash flow statement.
If a company conducts a private issuance of debt financing instruments, it shall disclose periodic reports in accordance with the requirements for financial information disclosure for privately registered issuances within the time specified in the preceding paragraph.
Article 8 During the duration of a debt financing instrument, when a company encounters a major event that may affect the solvency of the debt financing instrument or the equity of investors, it shall disclose it in a timely manner and explain the cause, current status and possible impact of the event.
The major matters mentioned in the preceding paragraph include but are not limited to:
(1) Change of company name;
(2) Major changes occur in the company's production and operation conditions, including all or main business coming to a standstill, major changes in external conditions for production and operation, etc.;
(3) The company changes its financial report audit institution, debt financing instrument trustee, and credit rating agency;
(4) More than 1/3 of the company’s directors, chairman, president or persons with equivalent responsibilities have changed;
(5) The company’s legal representative, chairman, president or persons with equivalent responsibilities are unable to perform their duties;
(6) The company’s controlling shareholder or actual controller changes, or the equity structure undergoes major changes;
(7) The company provides mortgage or pledge of major assets, or provides external guarantees exceeding 20% of the net assets at the end of the previous year;
(8) The company undergoes asset sales, transfers, scrapping, free transfers, major investment activities, and major asset restructuring that may affect its solvency;
(9) The company suffers a major loss exceeding 10% of its net assets at the end of the previous year, or gives up its creditor's rights or property exceeds 10% of its net assets at the end of the previous year;
(10) The company’s equity and operating rights involve entrusted management;
(11) The company loses actual control over important subsidiaries;
(12) Changes in credit enhancement arrangements for debt financing instruments;
(13) The company transfers debt financing instrument repayment obligations;
(14) The company's one-time assumption of other people's debts exceeds 10% of its net assets at the end of the previous year, or its new borrowing exceeds 20% of its net assets at the end of the previous year;
(15) The company fails to pay off its due debts or the company undergoes debt restructuring;
(16) The company is investigated by competent authorities for suspected violations of laws and regulations, subject to criminal penalties, major administrative penalties or administrative regulatory measures, bond business-related sanctions imposed by market self-regulatory organizations, or has serious breach of trust;
(17) The company’s legal representative, controlling shareholder, actual controller, director, and senior management personnel are suspected of violating laws and regulations and are investigated and taken compulsory measures by the competent authorities, or have serious breach of trust;
(18) The company is involved in major litigation or arbitration matters;
(19) The company’s assets that may affect its solvency are seized, detained or frozen;
(20) The company plans to distribute dividends, or undergoes capital reduction, merger, division, dissolution or filing for bankruptcy;
(21) The company is involved in market rumors that need explanation;
(22) Changes in the credit rating of debt financing instruments;
(23) The company enters into other major contracts that may have a significant impact on its assets, liabilities, equity and operating results;
(24) Other matters that should be disclosed as agreed in the issuance documents or promised by the company;
(25) Other matters that may affect its solvency or investor rights.
Article 9 The company shall fulfill its obligation to disclose information on major matters within two working days from the date of the occurrence of the following matters, and the disclosure time shall be no later than the time when the company publicly discloses it on the Shenzhen Stock Exchange, designated information disclosure media or other venues, and explain the cause, current status and possible impact of the matter:
(1) When the board of directors or other decision-making body with the authority to make a resolution on the major matter;
(2) When the relevant parties sign a letter of intent or agreement on the major matter;
(3) When directors, senior managers or persons with equivalent responsibilities know that the major event has occurred;
(4) When receiving decisions or notifications from relevant competent authorities on major matters;
(5) When completing changes in industrial and commercial registration.
Article 10 If one of the following situations occurs before the events specified in Article 8 occur, the company shall disclose the current status of the relevant matters and risk factors that may affect the progress of the event within two working days from the date of the occurrence of the situation:
(1) It is difficult to keep the important matter confidential;
(2) The major matter has been leaked or there are rumors in the market;
(3) Abnormal transactions occur in debt financing instruments issued by the company.
Article 11 After a company discloses a major matter, if there is any significant progress or change in the disclosed major matter, it shall disclose the progress or change and possible impact within two working days from the date of the above-mentioned development or change.
Article 12 After the company releases the information disclosure documents, it shall not change them at will. If changes are really necessary, it shall disclose the change announcement and the changed or corrected information disclosure documents.
Article 13 If a company changes its information disclosure management system, it shall disclose the main contents of the changed system when disclosing the latest annual report or semi-annual report; if the company is unable to disclose the above-mentioned periodic reports on time, the company shall disclose the main contents of the changed system before the disclosure deadline specified in Article 7 of this system.
Article 14 If the company changes the person in charge of information disclosure affairs, it shall disclose the change and successor within 2 working days after the date of change; if the successor is not determined and disclosed after the change of the person in charge of information disclosure, the legal representative shall be deemed to be the person in charge. If a successor is subsequently determined, disclosure shall be made within two working days after the date of determination of the successor.
Article 15 When a company corrects errors in disclosed financial information, it shall meet the following requirements:
(1) If unaudited financial information is corrected, the correction announcement and the corrected financial information shall be disclosed at the same time.
(2) If the audited financial information is corrected, the company shall hire an accounting firm to conduct a comprehensive audit or conduct special verification of the corrections, and disclose the special verification report and corrected financial information within 30 working days after the date of disclosure of the correction announcement; if the correction has a broad impact on the audited financial statements, or the matter causes a change in the nature of the company's relevant annual profits and losses, it shall hire an accounting firm to conduct a comprehensive audit of the corrected financial information, and 30 working days after the date of disclosure of the correction announcement. Disclose the audit report and audited financial information within 1 working day.
Article 16 If a company changes the use of raised funds, it shall perform necessary change procedures in accordance with regulations and agreements, and disclose the intended changed use of raised funds at least 5 working days before the use of raised funds.
Article 17 The company shall disclose an announcement on the interest payment or redemption arrangements at least 5 working days before the interest payment date or principal redemption date of the debt financing instrument.
Chapter 3 Information Disclosure Standards for Non-public Directed Issuance of Debt Financing Instruments
Article 18 If a company issues debt financing instruments (hereinafter referred to as "directional instruments") in the inter-bank bond market through non-public directional issuance, it shall disclose information to directional investors. Information disclosure shall follow the principle of good faith and shall not contain false records, misleading statements or major omissions.
Article 19 When a company issues directional instruments to directional investors, the specific standards and information disclosure methods shall be clearly agreed in the "Private Issuance Agreement".
Article 20 The company shall inform directional investors in a reasonable manner of the actual issuance scale, term, interest rate, etc. of the current directional instruments on the working day following the completion of the registration of claims and debts for the directional instruments.
Article 21 After a company completes the registration of claims and debts for directional instruments, it may announce basic information such as the actual issuance scale, term, number of initial investors, and scope of circulation and transfer of directional instruments for the current period through a website approved by the National Association of Financial Market Institutional Investors.
Article 22 The company shall inform directional investors of the principal redemption and interest payment matters in a reasonable manner 5 working days before the principal and interest payment date of the directional instrument.
Chapter 4 Information Disclosure Management Responsibilities
Article 23 The company’s president, financial director, board secretary and other senior management personnel shall promptly organize the preparation of draft periodic reports and submit them to the board of directors for review; the board secretary is responsible for delivering them to the directors for review; the chairman is responsible for convening and presiding over board meetings to review periodic reports; the financial information in the periodic reports shall be reviewed by the audit committee and submitted to the board of directors for review after approval by more than half of all members; the board secretary is responsible for organizing the disclosure of periodic reports.
Article 24 Process for transmission, review and disclosure of undisclosed major information:
(1) When an information disclosure event described in this system occurs, the company's directors, senior managers or relevant units of the company should submit the event information in writing to the Securities Management Department as soon as possible upon becoming aware of the event, and at the same time assist in completing the information disclosure work. The reporter should provide and carefully check relevant information;
(2) The Securities Management Department shall draft the first draft of information disclosure in accordance with the information disclosure regulations on debt financing instruments issued in the inter-bank bond market and submit it to the secretary of the board of directors;
(3) Review by the secretary of the board of directors, submit to the president for approval and then submit to the chairman of the board;
(4) After receiving the report, the chairman immediately reports to the board of directors and urges the secretary of the board of directors to organize information disclosure work;
(5) The Securities Management Department shall apply to the NAFMII for review and make an announcement on the information disclosure platform designated by the NAFMII.
Article 25 The company’s information disclosure work is under the unified leadership and management of the board of directors. The secretary of the board of directors is responsible for organizing and coordinating the company's information disclosure affairs. As the designated liaison between the company and the Shenzhen Stock Exchange, the securities affairs representative assists the secretary of the board of directors in information disclosure matters. Specific matters of information disclosure are handled by the company's securities management department.
Article 26 Responsibilities of the Secretary of the Board of Directors:
(1) Responsible for organizing and coordinating the company's information disclosure affairs, gathering information that the company should disclose, continuously paying attention to media reports on the company and proactively verifying the true situation of the reports;
(2) Responsible for handling matters related to the disclosure of company information to the public, including urging the company to implement this system, urging the company and relevant information disclosure obligors to perform information disclosure obligations in accordance with the law, and handling the disclosure of regular reports and temporary reports;
(3) Responsible for the confidentiality work related to the company's information disclosure, urging insiders to keep secrets before the relevant information is officially disclosed, and taking timely remedial measures when major information is leaked.
Article 27 Responsibilities of directors and the board of directors:
(1) Should understand and continue to pay attention to the company's production and operation conditions, financial status, major events that have occurred or may occur in the company and their impacts, and proactively investigate and obtain information required for information disclosure decisions;
(2) Directors should promptly report when they learn of the company’s undisclosed material information;
(3) Without authorization from the board of directors, individual directors shall not disclose undisclosed material information of the company on behalf of the company or the board of directors.
Article 28 Members of the audit committee shall supervise the performance of information disclosure responsibilities by the company's directors and senior managers; pay attention to the company's information disclosure and discover that there are any illegal or illegal issues in information disclosure, they shall investigate and make suggestions for handling.
Article 29 Responsibilities of senior managers:
(1) Major events related to the company’s operations or finances, the progress or changes of disclosed events and other relevant information should be reported to the board of directors in a timely manner and submitted to the Securities Management Department;
(2) Respond to the board of directors’ inquiries about company matters;
(3) When senior managers conduct research or make decisions involving undisclosed material information, they should notify the secretary of the board of directors to attend the meeting and provide the information required for information disclosure.
Article 30 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 and relevant information disclosure obligors to perform information disclosure obligations.
Chapter 5 Recording and Custody System
Article 31 The Securities Management Department is responsible for recording and keeping the performance of directors and senior managers' duties stipulated in this system, and organizing and properly keeping the information reported by directors, senior managers, departments and holding subsidiaries in fulfilling their information disclosure responsibilities.
Article 32 The transmission and review documents of relevant information disclosure when the company’s directors and senior managers perform their duties shall be kept by the Securities Management Department.
Article 33 The company’s information disclosure documents and announcements shall be kept by the Securities Management Department.
Chapter 6 Confidentiality Measures
Article 34 The company shall keep confidentiality and establish a registration file for insiders before the information is publicly disclosed, so as to implement the principles of openness, fairness and impartiality.
Article 35 Insiders of a company’s inside information include institutions and individuals who are aware of the company’s major information that has not yet been made public.
Article 36 Insiders of the company's inside information have the obligation to keep confidential the undisclosed material information they have learned and may not disclose it to the outside world in any form without authorization.
Article 37 The company shall strictly manage internal publications, websites, promotional materials, etc. to prevent the leakage of undisclosed major information in the above materials.
Chapter 7 Internal Control and Supervision Mechanism of Financial Management and Accounting
Article 38 A company shall establish an effective internal control system for financial management and accounting to ensure the authenticity and accuracy of financial information and prevent the leakage of financial information.
The company's audit department shall perform supervisory duties and conduct regular or irregular supervision on the establishment and implementation of the company's financial management and accounting internal control systems.
Article 39 The financial accounting report in the company's annual report shall be audited by an accounting firm with securities-related business qualifications.
Chapter 8 External Information Release and Information Communication
Article 40 The company shall follow the procedures specified in Article 24 when releasing major information to the outside world. The company should refuse to submit requests for undisclosed major information from external units that have no basis in laws and regulations.
Article 41 If a report is required in accordance with the requirements of laws and regulations, the external reporting department and relevant personnel shall apply to the Securities Management Department, and file relevant personnel from external units with the Securities Management Department as insiders.
Article 42 Relevant departments and personnel that report major information to the outside world should require external units to sign confidentiality agreements with the company.
Article 43 When the company is conducting business negotiations, bank loans and other matters, if it really needs to provide undisclosed material information to the other party due to special circumstances, it should apply to the Securities Management Department and file relevant personnel of the other party with the Securities Management Department as insiders, and should require the other party to sign a confidentiality agreement, or require the other party to guarantee not to disclose relevant information in the form of a written notification letter.
Article 44 Information communication between the company and investors, intermediary service agencies, and media shall be conducted by the Securities Management Department or by relevant departments with the approval of the Securities Management Department. Unless required by laws and regulations, undisclosed major information shall not be provided.
Article 45 Companies and relevant information disclosure obligors shall provide all information related to practice to the sponsors and securities service agencies hired by them, and ensure that the information is true, accurate, and complete, and shall not refuse, conceal, or make false reports.
Chapter 9 Subsidiary Information Disclosure Management
Article 46 If any major event stipulated in Article 8 occurs in each of the company's holding subsidiaries, which may have a significant impact on the company's solvency or investors' rights and interests, the company shall fulfill its information disclosure obligations.
Article 47 Each holding subsidiary shall submit event information to the Securities Management Department in writing, phone, email, orally as soon as a major event occurs. The reporter shall be responsible for the authenticity, accuracy, and completeness of the submitted materials, and at the same time assist in completing the information disclosure work.
Chapter 10 Accountability Mechanism
Article 48 If the negligence of directors and senior managers of the company leads to violations of information disclosure and causes serious impact or losses to the company, the company shall give the responsible person corresponding criticism, warning and other sanctions.
If consultants, intermediary personnel, and related persons hired by the company disclose or leak company information without authorization, causing losses to the company or causing greater market impact, the company reserves the right to pursue their liability.
Article 49 If the company's departments or holding subsidiaries fail to report in a timely manner when matters requiring information disclosure occur, the content of the report is inaccurate, or major information is leaked, causing the company's information disclosure to be untimely, omitted, or misleading, causing significant losses or impacts to the company or investors, the company shall give the person responsible corresponding criticism, warning, and other sanctions.
Article 50 If a company commits any violation of information disclosure and is given a warning, serious warning or public reprimand by the NAFMII, the company's board of directors shall promptly inspect the implementation of information disclosure in accordance with this system, take corresponding corrective measures, and promptly criticize, warn, and other sanctions against the relevant responsible persons.
Article 51 If a company's directors, senior managers and other directly responsible personnel who are directly responsible are suspected of violating relevant laws and regulations during the information disclosure process, they may be dismissed from their posts and held accountable for compensation. Those suspected of violating the law will be handed over to judicial authorities for handling.
Chapter 11 Supplementary Provisions
Article 52 This system shall be implemented from the date of review and approval by the company's board of directors.
Article 53 Matters not covered by this system shall be implemented in accordance with relevant laws, regulations, departmental rules and other normative documents. If this system is inconsistent with relevant national laws, regulations, departmental rules, normative documents, rules formulated by the Shenzhen Stock Exchange and the Articles of Association, the relevant provisions of the relevant national laws, regulations, departmental rules, normative documents, rules formulated by the Shenzhen Stock Exchange and the Articles of Association shall prevail.
Article 54 The board of directors is responsible for interpreting this system.
Board of Directors of Xi'an International Medical Investment Co., Ltd.
October 30, 2025