Tasly Information Disclosure Management System (revised in December 2025)
Tasly Pharmaceutical Group Co., Ltd.
Information disclosure management system
Chapter 1 General Provisions
Article 1 In order to regulate the information disclosure behavior of Tasly Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), strengthen the management of information disclosure affairs, and protect the legitimate rights and interests of investors, in accordance with the "Company Law of the People's Republic of China", "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" and "Shanghai Securities Exchange This system is specially formulated in accordance with the provisions of the Exchange Listing Rules (hereinafter referred to as the "Listing Rules"), the Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 2 - Information Disclosure Management and other relevant laws, regulations, normative documents, and the Articles of Association of Tasly Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The term "information" as mentioned in this system refers to information that may have a greater impact on the trading prices of a company's stocks and its derivatives, as well as other information required to be disclosed by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") and the Shanghai Stock Exchange.
Article 3 The "information disclosure obligors" referred to in this system refer to the company and its directors, senior managers, shareholders, actual controllers, acquirers, parties involved in major asset reorganizations, refinancing, major transactions and other natural persons, units and related personnel, bankruptcy administrators and their members, as well as other entities with information disclosure obligations stipulated by laws, administrative regulations and the China Securities Regulatory Commission.
Chapter 2 Basic Principles and General Regulations on Information Disclosure
Article 4 Companies and relevant information disclosure obligors shall perform their information disclosure obligations in a timely manner and in accordance with the law. The disclosed information shall be true, accurate, complete, concise, clear, and easy to understand, and shall not contain false records, misleading statements, or major omissions.
Article 5 The company’s directors and senior managers shall perform their duties faithfully and diligently to ensure that the disclosed information is true, accurate and complete, and that the information disclosed is timely and fair.
The company's directors and senior managers shall ensure that the company discloses information in a timely and fair manner, and that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
If the company's directors and senior managers cannot guarantee that the information disclosed by the company is true, accurate, and complete or have objections to the information disclosed by the company, they shall make a corresponding statement in the announcement and explain the reasons, and the company shall disclose it.
If an information disclosure obligor suspends or exempts information from disclosure, it shall comply with laws, administrative regulations and the provisions of the China Securities Regulatory Commission.
Article 6 The information disclosed by the company and the relevant information disclosure obligors shall be based on objective facts or fact-based judgments and opinions, truthfully reflect the actual situation, use clear and appropriate language and characters, be concise, clear logic, plain language and easy to understand. There shall be no false records, exaggerations, misleading statements, or words of a propaganda, advertising, compliment, slander, etc. nature.
A company's disclosure of predictive information and other information involving the company's future operations and financial status should be reasonable, prudent and objective.
Article 7 The information disclosed by the company and the relevant information disclosure obligors shall be complete in content, fully disclose information that has a greater impact on the trading price of the company's stocks and its derivatives, reveal possible major risks, and shall not selectively disclose part of the information, and shall not make any major omissions.
Article 8 The company and relevant information disclosure obligors shall disclose material information within the time limit specified in the Listing Rules and shall not intentionally choose the time of disclosure.
Article 9 The information disclosed by the information disclosure obligor shall publicly disclose major information to all investors at the same time to ensure that all investors can obtain the same information equally and shall not disclose it to any unit or individual in advance. The company and relevant information disclosure obligors and other insiders of inside information should control the number of insiders of the information to the minimum before disclosing the information. Insiders of inside information shall not disclose or leak inside information, buy or sell, or recommend others to buy or sell company stocks and their derivatives before the inside information is disclosed in accordance with the law.
Article 10 The company and relevant information disclosure obligors shall promptly perform information disclosure obligations at any of the following points when the major matters involved involve:
(1) The board of directors makes a resolution;
(2) Sign a letter of intent or agreement (regardless of whether conditions or time limits are attached);
(3) The company (including any director and senior management personnel) knows or should know that the major event has occurred;
If a major event is still in the planning stage, but one of the following circumstances occurs before the time specified in the preceding paragraph, the company and the relevant information disclosure obligors shall promptly disclose the relevant planning status and existing facts:
(1) It is difficult to keep the important matter confidential;
(2) The major matter has been leaked or market rumors have emerged (hereinafter referred to as "rumors");
(3) Abnormal fluctuations occur in the trading of the company’s stocks and their derivatives.
Article 11 If a company and relevant information disclosure obligors plan for a major event that lasts for a long time, they shall disclose the progress in stages according to regulations and promptly prompt relevant risks. They shall not withhold disclosure solely on the grounds that the outcome of the relevant matter is uncertain.
If there are major changes in disclosed matters that may have a greater impact on the trading prices of the company's stocks and their derivatives, the company and the relevant information disclosure obligors shall promptly disclose progress announcements.
Article 12 In addition to the information that needs to be disclosed in accordance with the law, the company and the relevant information disclosure obligors may voluntarily disclose information related to investors' value judgments and investment decisions, but it must not conflict with the information disclosed in accordance with the law, and must not mislead investors.
The information voluntarily disclosed by the company and relevant information disclosure obligors must be true, accurate, and complete, abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not be selectively disclosed.
When a company and relevant information disclosure obligors voluntarily disclose information, they shall be cautious and objective, and shall not use such information to improperly affect the trading prices of the company's securities and their derivatives, engage in insider trading, market manipulation, or other illegal activities.
Article 13 If the company and its actual controllers, shareholders, related parties, directors, senior managers, acquirers, asset transaction counterparties, bankruptcy reorganization investors and other relevant parties make public commitments, they shall be disclosed in a timely manner and fully fulfilled.
Article 14 Information disclosure documents include regular reports, temporary reports, prospectuses, prospectuses, listing announcements, acquisition reports, etc. Information disclosure documents and materials should be complete and the format should meet the prescribed requirements. Information disclosure documents should be in Chinese. If 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 any discrepancy between the two texts, the Chinese text shall prevail.
Article 15 Information disclosed in accordance with the law shall be published on the website of the stock exchange and media that meet the conditions specified by the China Securities Regulatory Commission, and shall be placed at the company's domicile and stock exchange for public review. The company shall submit the draft information disclosure announcement and relevant documents for reference to the Tianjin Securities Regulatory Bureau.
The full text of information disclosure documents shall be disclosed on the website of the stock exchange and on the websites of newspapers and periodicals that meet the conditions stipulated by the China Securities Regulatory Commission.
Article 16 A company shall not replace its reporting and announcement obligations with press releases or answering questions from reporters in any form, and shall not replace its temporary reporting obligations with regular reports.
Companies and relevant information disclosure obligors are not allowed to provide any unit or individual with undisclosed material information through shareholder meetings, investor briefings, analyst meetings, road shows, investor surveys, media interviews, etc.
If the company and relevant information disclosure obligors really need it, they can release significant information to the outside world through press conferences, media interviews, company websites, online self-media, etc. during non-trading periods, but relevant announcements should be disclosed before the start of the next trading period.
Chapter 3 Periodic Reports
Article 17 The periodic reports that a company should disclose include annual reports, semi-annual reports, and quarterly reports. All information that has a significant impact on investors' value judgments and investment decisions must be disclosed.
The financial accounting report in the annual report shall be audited by an accounting firm that complies with the provisions of the Securities Law. The financial accounting report in the semi-annual report may not be audited, but it shall be audited under any of the following circumstances:
(1) Plans to distribute stock dividends, convert reserve funds into share capital, or make up for losses based on semi-annual financial data; (2) Other circumstances where the China Securities Regulatory Commission or the Shanghai Stock Exchange deems it necessary to conduct an audit. The financial information in quarterly reports does not require auditing, unless otherwise stipulated by the China Securities Regulatory Commission or the Shanghai Stock Exchange.
Article 18 The annual report shall be prepared within four months from the end of each accounting year, the semi-annual report shall be prepared within two months from the end of the first half of each accounting year, and the quarterly report shall be prepared and disclosed within one month after the end of the third and ninth months of each accounting year.
The disclosure time of the first quarter report shall not be earlier than the disclosure time of the previous year's annual report.
If a company expects to be unable to disclose a periodic report within the prescribed period, it shall promptly announce the reasons for the inability to disclose the periodic report, the solution and the deadline for postponement of the disclosure.
Article 19 The company shall fully disclose the risk factors that may have a significant adverse impact on the company's core competitiveness, operating activities and future development.
Companies should fully disclose industry information related to their own business and the company's operating information based on the characteristics of the industry to which they belong, and disclose their own technology, industry, business formats, models and other information that can reflect the competitiveness of the industry in a targeted manner to facilitate investors' reasonable decision-making.
Article 20 The company's board of directors shall organize relevant personnel to arrange and implement the preparation and disclosure of periodic reports in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange on periodic reports.
The company's general manager, financial controller, board secretary and other senior management personnel should prepare draft periodic reports in a timely manner. 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 a majority of all members of the Audit Committee.
Article 21 The contents of periodic reports shall be reviewed and approved by the company’s board of directors. Periodic reports shall not be disclosed without review and approval by the Board of Directors. If more than half of the directors cannot guarantee the authenticity, accuracy, and completeness of the contents of the periodic report, it shall be deemed to have not been reviewed and approved.
If the periodic report has not been reviewed and approved by the board of directors, or the relevant board of directors resolution cannot be formed for some reason, the company shall disclose the relevant circumstances, explain the reasons for the inability to form a board of directors resolution, the existing risks, and the board of directors' special instructions.
Article 22 The company’s directors and senior managers shall sign a written confirmation of the periodic report, explaining whether the preparation and review procedures of the board of directors comply with the requirements of laws, regulations and relevant provisions of the Shanghai Stock Exchange, and whether the content of the periodic report can truly, accurately and completely reflect the actual situation of the company.
If a company 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 a company's directors or senior managers cannot guarantee the authenticity, accuracy, completeness or objection to the contents of a periodic report, they shall express their opinions and state the reasons in a written confirmation opinion, and the company shall disclose it. 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 of a company 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 exempted from expressing opinions.
Directors and senior managers shall not refuse to sign written opinions on periodic reports for any reason.
Article 23 If a company expects losses or significant changes in its operating results, it shall make a performance forecast in a timely manner.
Article 24 If performance leaks occur before the disclosure of regular reports, or performance rumors arise and the company's securities and derivatives transactions experience abnormal fluctuations, the company shall promptly disclose relevant financial data for the reporting period.
Article 25 If a non-standard audit opinion is issued on the financial accounting report in the periodic report, the company's board of directors shall make a special explanation on the matters involved in the audit opinion. If a non-standard audit opinion is issued on the financial accounting report in the periodic report, and the stock exchange considers it to be illegal and submits it to the China Securities Regulatory Commission for investigation, the company should cooperate with the relevant investigation work of the China Securities Regulatory Commission.
Article 26 The company shall promptly report and submit the following documents to the Shanghai Stock Exchange after the board of directors has reviewed and approved the periodic report:
(1) The full text of the annual report and its summary, the full text of the semi-annual report and its summary, or the quarterly report;
(2) Audit report (if applicable);
(3) Board resolution;
(4) Written confirmation of opinions from directors and senior managers;
(5) Electronic documents containing regular reports and financial data prepared in accordance with the requirements of the Shanghai Stock Exchange;
(6) Other documents required by the Shanghai Stock Exchange.
Article 27 The company shall take seriously the Shanghai Stock Exchange’s post-review opinions on its periodic reports, respond to the Shanghai Stock Exchange’s inquiries on time, and provide explanations and explanations on the relevant contents of the periodic reports as required. If it is necessary to disclose corrections or supplementary announcements and modify periodic reports, the company shall make a timely announcement after performing the corresponding procedures.
Chapter 4 Interim Report
Article 28 If a major event occurs that may have a greater impact on the trading price of the company's securities and its derivatives and investors have not yet learned of it, the company shall immediately disclose it and explain the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include:
(1) Major events specified in paragraph 2 of Article 80 of the Securities Law;
(2) The company is liable for large amounts of compensation;
(3) The company accrues large asset impairment provisions;
(4) The company’s shareholders’ equity is negative;
(5) The company's main debtor becomes insolvent or enters bankruptcy proceedings, and the company fails to withdraw sufficient bad debt provisions for the corresponding claims;
(6) Newly announced laws, administrative regulations, rules, and industry policies may have a significant impact on the company;
(7) The company carries out equity incentives, share repurchases, major asset restructuring, asset spin-offs or listings;
(8) The court rules prohibiting the controlling shareholder from transferring its shares; more than 5% of the company's shares held by any shareholder are pledged, frozen, judicially auctioned, placed in custody, established as a trust, or have voting rights restricted in accordance with the law, or there is a risk of forced transfer;
(9) The main assets are sealed, detained or frozen; the main bank accounts are frozen;
(10) The company expects losses or significant changes in operating results;
(11) Main or all business has come to a standstill;
(12) Obtaining additional income that has a significant impact on current profits and losses may have a significant impact on the company's assets, liabilities, equity or operating results;
(13) Appoint or dismiss the accounting firm that audits the company;
(14) Major independent changes in accounting policies and accounting estimates;
(15) Because the information previously disclosed contains errors, is not disclosed in accordance with regulations, or is falsely recorded, it is ordered to make corrections by relevant authorities or is corrected as decided by the board of directors;
(16) The company or its controlling shareholders, actual controllers, directors, and senior managers are subject to criminal penalties, are investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, or are subject to administrative penalties by the China Securities Regulatory Commission, or are subject to major administrative penalties by other competent authorities;
(17) The company's controlling shareholders, actual controllers, directors, and senior managers are suspected of serious violations of disciplines and laws or job crimes and are detained by the disciplinary inspection and supervision agencies, which affects their performance of duties;
(18) Except for the chairman or manager, other directors and senior managers of the company are unable to perform their duties normally for more than three months due to physical, work arrangements or other reasons, or are subject to compulsory measures by the competent authority for suspected violations of laws and regulations, which affect their performance of duties;
(19) Other matters prescribed by the China Securities Regulatory Commission.
If a company's controlling shareholder or actual controller has a greater impact on the occurrence or progress of a major event, it shall promptly notify the company in writing of the relevant information it is aware of and cooperate with the company in fulfilling its information disclosure obligations.
Article 29 If a company changes its name, stock abbreviation, articles of association, registered capital, registered address, main office address, contact number, etc., it shall disclose it immediately.
Article 30 If a major event stipulated in Article 28 of this system occurs in a company's controlled subsidiary, which may have a greater impact on the trading price of the company's securities and derivatives, the company shall fulfill its information disclosure obligations. If an event occurs in a joint-stock company that may have a greater impact on the trading price of the company's securities and derivatives, the company shall fulfill its information disclosure obligations.
Article 31 If acquisitions, mergers, divisions, issuance of shares, repurchases of shares, etc. involving a company result in significant changes in the company's total share capital, shareholders, actual controllers, etc., the information disclosure obligor shall perform reporting and announcement obligations in accordance with the law and disclose changes in equity.
Article 32 The company and the relevant information disclosure obligors shall pay attention to the company’s media reports, rumors and the trading situation of the company’s stocks and their derivatives, and learn the true situation from the relevant parties in a timely manner.
If media reports or rumors may have a significant impact on the trading of the company's stocks and their derivatives, the company and the relevant information disclosure obligors shall verify the situation with relevant parties and promptly disclose announcements to provide clarification.
Article 33 The company’s controlling shareholders, actual controllers and persons acting in concert shall promptly and accurately inform the company of any proposed equity transfer, asset reorganization or other major events, and cooperate with the company in information disclosure.
Article 34 If a company's securities and derivatives transactions are deemed to be abnormal transactions by the China Securities Regulatory Commission or a stock exchange, the company shall promptly understand the factors that cause abnormal fluctuations in securities and derivatives transactions and disclose them in a timely manner.
Chapter 5 Supervision, Management and Legal Responsibilities
Article 35 The company's board of directors uniformly leads and manages information disclosure work. The chairman of the board is the first person responsible for information disclosure. The secretary of the board of directors is responsible for coordinating and organizing specific matters of the company's information disclosure work and is the main person responsible for information disclosure work. The company's securities department is the daily work department for the management of information disclosure matters.
Article 36 Directors and senior managers of a company shall be diligent and responsible, pay attention to the preparation of information disclosure documents, and ensure that regular reports and temporary reports are disclosed within the prescribed time limit.
Except for the secretary of the board of directors, other directors, senior managers and other relevant personnel may not release any undisclosed material information of the company to the outside world without the written authorization of the board of directors and in compliance with the "Listing Rules" and other relevant regulations.
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 37 Responsibilities of directors and the board of directors:
(1) Directors should keep abreast of and continue to pay attention to the company's production and operation status, financial status, major events that have occurred or may occur in the company and their impacts, and proactively investigate and obtain information needed for decision-making;
(2) All members of the board of directors shall ensure that the information disclosed is true, accurate and complete, without any false or seriously misleading statements or major omissions, and bear individual and joint liability for the authenticity, accuracy and completeness of its contents;
Article 38 Members of the Audit Committee and Responsibilities of the Audit Committee:
(1) 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;
(2) 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, it shall conduct an investigation and make suggestions for handling.
Article 39 General Manager Responsibilities:
(1) The general manager shall promptly report to the board of directors in writing on a regular or irregular basis (within the day when relevant matters occur) on the company's operations, external investments, signing and execution of major contracts, utilization of funds, and profits and losses. The general manager shall ensure that these reports are true, timely and complete, and sign on the written reports to assume corresponding responsibilities;
(2) The general manager has the responsibility and obligation to respond to the board of directors’ inquiries regarding the company’s regular reports, interim reports and other company matters, as well as the board of directors’ inquiries on behalf of shareholders and regulatory agencies, provide relevant information and assume corresponding responsibilities;
(3) The general manager of the subsidiary shall report to the general manager of the company in writing on a regular or irregular basis (within the day when relevant matters occur) on the operation, management, external investment, signing and execution of major contracts, utilization of funds, and profit and loss of the subsidiary. The general manager of the subsidiary must ensure that these reports are true, complete, accurate, and timely, and sign the report to assume corresponding responsibilities. The general manager of the subsidiary shall be responsible for the confidentiality of the information provided before it is disclosed to the public.
Article 40 Responsibilities of the Board Secretary:
(1) The secretary of the board of directors is the designated liaison between the company and the Shanghai Stock Exchange and is responsible for timely communication and liaison between the company and relevant parties and the Shanghai Stock Exchange and other securities regulatory agencies;
(2) The secretary of the board of directors is responsible for organizing and coordinating the company's information disclosure affairs, collecting the information that the company should disclose and reporting to the board of directors, continuously paying attention to media reports on the company and proactively verifying the true situation of the reports;
(3) The secretary of the board of directors has the right to participate in shareholders’ meetings, board meetings, audit committee meetings and senior management-related meetings, and has the right to understand the company’s financial and operating conditions, and to review all documents involving information disclosure matters;
(4) The secretary of the board of directors is responsible for confidentiality work related to the company’s information disclosure, formulating confidentiality measures, and urging all members of the company’s board of directors and relevant insiders to keep secrets before the relevant information is officially disclosed;
(5) The secretary of the board of directors shall regularly conduct relevant training on the information disclosure system for the company’s directors, senior managers, heads of the company’s departments, branches and subsidiaries, and other company personnel and departments with information disclosure responsibilities, and notify relevant contents of the information disclosure system to the actual controllers, controlling shareholders, and shareholders holding more than 5% of the shares.
Article 41 The securities affairs representative shall perform the duties assigned by the secretary of the board of directors and the Shanghai Stock Exchange and assist the secretary of the board of directors in carrying out information disclosure work.
Article 42 The company shall provide convenient conditions for the board secretary to perform his duties. Directors, audit committee meetings, board of directors and senior managers and relevant company personnel shall support and cooperate with the work of the board secretary.
Article 43 Before the disclosure of financial information, the company's internal control system for financial management and accounting should be implemented. The company's board of directors and management should be responsible for inspecting and supervising the establishment and implementation of internal controls to ensure the effective implementation of relevant control specifications.
Article 44 When rumors about a company appear in the market, the company's board of directors shall conduct careful investigation and verification on whether the content of the rumor is true, whether the conclusion is tenable, the impact of the rumor, the relevant persons responsible, and other matters. When investigating and verifying the rumors, it shall try its best to use written letters or entrust a lawyer to verify.
The objects of investigation and verification by the company's board of directors should be institutions or individuals that have a significant relationship with the rumors, such as company shareholders, actual controllers, industry associations, competent authorities, company directors, senior managers, relevant company departments, joint-stock companies, partners, media, research institutions, etc.
Article 45 The person with the obligation to disclose company information shall promptly provide information to the secretary of the board of directors and fulfill the notification obligation in accordance with the following provisions:
(1) Board members: When they encounter matters that they know may affect the company's stock price or will have an important impact on the company's operation and management.
(2) Senior managers of the company:
When encountering matters that he knows may affect the company's stock price or will have an important impact on the company's operation and management;
When the company studies and decides on matters involving information disclosure, it should notify the board secretary or securities affairs representative to attend the meeting and provide the information required for information disclosure;
When encountering information disclosure matters that require coordination, the secretary of the board of directors should promptly assist the secretary of the board of directors in completing the disclosure task.
(3) Persons in charge of various departments, branches and subsidiaries of the company:
When encountering matters that he knows may affect the trading price of the company's stocks and their derivatives or will have an important impact on the company's operation and management, he shall inform the secretary of the board of directors at the same time as he reports them to the board of directors;
When encountering information disclosure matters that require coordination, the secretary of the board of directors should promptly assist the secretary of the board of directors in completing the disclosure task;
Before disclosing periodic reports, the company should cooperate with the working body of the board of directors to collect relevant information, including but not limited to financial statements and analysis, changes in major customers, progress of investment projects with raised funds, responses to relevant questions and inquiries, etc.
(4) Shareholders holding more than 5% of the company's shares and related persons of the company: When matters involving the company involving information disclosure obligations occur, they should promptly notify the company through the secretary of the board of directors.
Article 46 When the following events occur to the company’s shareholders and actual controllers, they shall proactively inform the company’s board of directors and cooperate with the company in fulfilling its information disclosure obligations.
(1) A shareholder or actual controller who holds more than 5% of the company’s shares has a major change in the situation in which he holds shares or controls the company, and a major change in the situation in which the company’s actual controller and other enterprises he controls engage in the same or similar business as the company;
(2) The court rules prohibiting 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.
Before the information that should be disclosed is disclosed in accordance with the law, the relevant information has been disseminated in the media or there are abnormal transactions in the company's securities and derivatives, the shareholders or actual controllers shall make a timely and accurate written report to the company, and cooperate with the company to make timely and accurate announcements.
Shareholders and actual controllers of a company shall not abuse their shareholder rights and dominant position, or require the company to provide them with inside information.
Chapter 6 Review and Procedures for Information Disclosure
Article 47 Procedures for the preparation, review and disclosure of periodic reports:
(1) The Securities Department, together with the Finance Department, will formulate the disclosure time of regular reports based on the actual situation, and after submitting to the Board of Directors for approval, make an appointment for the disclosure time on the Shanghai Stock Exchange website;
(2) The secretary of the board of directors is responsible for convening relevant departments to hold special meetings on regular reports, deploy the report preparation work, determine the time schedule, and clarify the specific responsibilities and relevant requirements of each information disclosure obligor.
(3) The Securities Department drafts a periodic reporting framework in accordance with the latest regulations on the preparation of periodic reports issued by the China Securities Regulatory Commission and the Shanghai Stock Exchange.
(4) Each information disclosure obligor shall submit the information and materials they are responsible for preparing to the Securities Department and Finance Department on time according to work arrangements. Persons with information disclosure obligations must be responsible for the information provided or transmitted and ensure that the information provided is true, accurate, and complete.
(5) The Securities Department is responsible for summarizing, organizing and forming the first draft of periodic reports.
(6) The secretary of the board of directors is responsible for sending the first draft of the periodic report to all directors for review, revising the periodic report based on the feedback from the board of directors, and submitting it to the chairman of the board for approval to form a review draft of the periodic report.
(7) According to the procedures stipulated in the Articles of Association and the Rules of Procedure of the Company’s Board of Directors, the securities department shall submit relevant documents to the Shanghai Stock Exchange after the periodic reports have been reviewed and approved by the company’s board of directors.
Article 48 Procedures for the preparation, review and disclosure of interim reports:
(1) The company’s securities department shall organize the drafting of the manuscript, and the secretary of the board of directors shall be responsible for reviewing it. It shall be disclosed after the chairman agrees and the secretary of the board of directors signs and issues it;
(2) Any major matters involving acquisitions, sales of assets, related transactions, company mergers and divisions, etc., shall first be submitted to the company's board of directors or shareholders' meeting for review in accordance with the corresponding authority in accordance with the "Company Articles of Association" and relevant regulations, and shall be disclosed after being approved by the chairman of the board and signed by the secretary of the board of directors;
(3) Directors and senior managers should be notified of the contents of temporary announcements in a timely manner.
Article 49 Procedures for reporting, transmitting, reviewing and disclosing the company’s major information:
(1) Directors and senior managers should report to the board of directors and notify the board secretary as soon as possible after learning of major information; heads of departments and subordinate companies should report major information related to their departments and subordinate companies to the board secretary as soon as possible; externally signed contracts, letters of intent, memorandums and other documents involving major information should be notified to the board secretary before signing and confirmed by the board secretary. If they cannot be confirmed in advance due to special circumstances, they should be submitted to the board secretary immediately after the relevant documents are signed. If any significant progress or change occurs in the above matters, relevant personnel should report to the board of directors or the secretary of the board of directors in a timely manner, and the secretary of the board of directors should promptly disclose relevant information;
(2) If the secretary of the board of directors evaluates and reviews relevant materials and believes that it is indeed necessary to fulfill the information disclosure obligations as soon as possible, he should immediately organize the securities department to draft a first draft of the information disclosure document and submit it to the chairman of the board for approval; if the approval procedures need to be performed, it should be submitted to the board of directors and shareholders' meeting for approval as soon as possible;
(3) The secretary of the board of directors or the securities affairs representative shall submit the reviewed and approved information disclosure documents to the Shanghai Stock Exchange for review, and after review, they will be publicly disclosed in the designated media.
Chapter 7 Information Disclosure Suspension and Exemption
Article 50 Companies and other information disclosure obligors are exempt from disclosure in accordance with the law if they 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.
Information disclosure obligors have the obligation to keep state secrets and may not disclose state secrets through information disclosure, investor interactive Q&A, press releases, interviews, or any other form, and may not conduct business promotions in the name of confidential information.
Article 51 If the information to be disclosed by the company and other information disclosure obligors involves business secrets or confidential business information (hereinafter collectively referred to as business secrets), if it meets one of the following circumstances and has not been made public or leaked, the disclosure may be suspended 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 after disclosure may infringe the company’s or others’ business secrets or seriously damage the interests of the company or others;
(3) Other circumstances that may seriously damage the interests of the company and others after disclosure.
Article 52 After the company and other information disclosure obligors have suspended or exempted from disclosing trade 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.
Article 53 The company shall prudently determine the suspension or exemption of information disclosure. If the company decides to suspend or exempt specific information from disclosure, the secretary of the company's board of directors shall be responsible for registration, and after signature and confirmation by the chairman of the company, it shall be properly filed and kept.
If the information disclosure obligor suspends or exempts information from disclosure, it shall comply with the provisions of laws, administrative regulations, the China Securities Regulatory Commission, the stock exchange and the company's "Information Disclosure Suspension and Exemption Business Management System".
Chapter 8 Confidentiality Measures
Article 54 The company’s directors, senior managers and other staff who come into contact with information that should be disclosed due to work relationships have the obligation to keep confidentiality before the information is disclosed.
Article 55 All members of the company's board of directors and other insiders should take necessary measures to limit the number of insiders to the minimum before the information is publicly disclosed. Important information should be submitted and kept by designated personnel.
Article 56 If any major information, economic indicators, etc. are disclosed in public places or in the news media without the approval of the board of directors, the company's board of directors will hold the relevant parties directly responsible depending on the severity of the case or the degree of loss and impact on the company. Violations of relevant laws and regulations will be dealt with in accordance with relevant laws and regulations.
Article 57 When there is information that is not suitable for publication on the company's Internet, the company's internal LAN or other internal publications, the secretary of the board of directors has the right to stop it.
Article 58 When the board of directors learns that relevant undisclosed information is difficult to keep confidential or has been leaked, or the company's stock price has obviously experienced abnormal fluctuations, the company shall immediately disclose the relevant information in accordance with the provisions of the Listing Rules or this system.
Article 59 The registration and management system for insiders of inside information and the scope and confidentiality responsibilities of insiders shall be implemented with reference to the company's "Insider Information and Insider Management System".
Article 60: When information disclosure violations occur due to the negligence of relevant personnel, causing serious impact or losses to the company, the company shall criticize, warn, or terminate the person responsible, and may require him to bear liability for damages.
Chapter 9 Information Communication and Systems with Investors, Securities Services Institutions, Media, etc.
Article 61 The secretary of the board of directors is the person in charge of the company’s investor relations activities and is responsible for coordinating the relationship between the company and investors, receiving investors’ visits, answering investor inquiries, and providing investors with information disclosed by the company, etc. No one may conduct investor relations activities without the consent of the Board Secretary.
Article 62 The secretary of the board of directors is responsible for the establishment, improvement and storage of investor relations activity files.
Article 63 Before investors, securities service institutions, media and other specific parties come to the company for on-site visits and discussions, an appointment system shall be implemented. The secretary of the company's board of directors shall make overall arrangements, and assign a dedicated person to accompany and receive the visit, reasonably and properly arrange the visit process, and have a dedicated person answer questions and record the communication content.
Article 64 The company shall communicate with any institution or individual on the company's operating conditions, financial status and other events through performance briefings, analyst meetings, road shows, investor surveys, etc., and shall not provide undisclosed information.
Article 65: If the company discovers that the company's undisclosed material information is involved in the manuscripts related to specific objects, it should immediately report it to the Shanghai Stock Exchange and make an announcement, and require it not to disclose the information before the company's official announcement.
Chapter 10 File Management
Article 66 The securities department is responsible for the file management of the company’s external information disclosure documents (including regular reports and temporary reports). Shareholders' meeting documents, board of directors documents, and information disclosure documents are archived and kept in classified volumes.
Article 67 The documents and meeting minutes signed by directors and senior managers when performing their duties, as well as relevant documents and materials used by various departments, branches and subsidiaries to perform their information disclosure duties, shall be properly kept by the Securities Department.
Chapter 11 Supplementary Provisions
Article 68 Matters not covered by this system shall be implemented in accordance with the relevant national laws and regulations, normative documents and the company's articles of association. If this system conflicts with national laws, regulations, normative documents, or the company's articles of association after being modified through legal procedures, the provisions of the relevant laws, regulations, normative documents, and company articles of association shall be followed.
Article 69 This system shall be interpreted and revised by the company's board of directors and shall be implemented from the date of review and approval by the company's board of directors.