Information Disclosure Management System
Mayinglong Pharmaceutical Group Co., Ltd.
Chapter 1 General Provisions
Article 1 In order to strengthen the information disclosure management of Mayinglong Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), ensure the correct performance of information disclosure obligations, and protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, this system is formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Administration of Information Disclosure of Listed Companies, the Stock Listing Rules of the Shanghai Stock Exchange and other laws, regulations, rules and normative documents, and in light of the actual situation of the Company.
Article 2 Persons with information disclosure obligations shall perform their information disclosure obligations in a timely manner and in accordance with the law. The information disclosed shall be true, accurate, complete, concise, clear, and easy to understand, and shall not contain false records, misleading statements, or major omissions.
The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time and shall not be disclosed to any unit or individual in advance. However, unless otherwise provided by laws and administrative regulations.
The company's directors and senior managers should perform their duties faithfully and diligently to ensure that the disclosed information is true, accurate and complete, and that information disclosure is timely and fair.
Article 3 Before the inside information is disclosed in accordance with the law, any insider or person who illegally obtains the inside information shall not disclose or leak the information, or use the information to conduct insider trading.
Article 4 Company information disclosure documents mainly include prospectuses, prospectuses, periodic reports, interim reports, listing announcements, acquisition reports, etc.
Chapter 2 Scope of Information Disclosure
Article 5 The periodic reports that a company should disclose include annual reports and mid-term 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 with securities and futures-related business qualifications.
Article 6 The annual report shall be prepared and disclosed within 4 months from the end of each fiscal year, and the interim report shall be prepared and disclosed within 2 months from the end of the first half of each fiscal year.
Article 7 The annual report shall record the following contents:
(1) Basic information of the company;
(2) Main accounting data and financial indicators;
(3) The issuance and changes of the company’s stocks and bonds, the total number of stocks and bonds, the total number of shareholders at the end of the reporting period, and the shareholding status of the company’s top 10 shareholders;
(4) Information about shareholders holding more than 5% of the shares, controlling shareholders and actual controllers;
(5) The employment status, shareholding changes, and annual remuneration of directors and senior managers;
(6) Board of Directors report;
(7) Management discussion and analysis;
(8) Major events during the reporting period and their impact on the company;
(9) The full text of the financial accounting report and audit report;
(10) Other matters prescribed by the China Securities Regulatory Commission.
Article 8 The mid-term report shall record the following contents:
(1) Basic information of the company;
(2) Main accounting data and financial indicators;
(3) The issuance and changes of the company’s stocks and bonds, the total number of shareholders, the shareholdings of the company’s top 10 shareholders, and changes in controlling shareholders and actual controllers;
(4) Management discussion and analysis;
(5) Major litigation, arbitration and other major events during the reporting period and their impact on the company;
(6) Financial accounting reports;
(7) Other matters prescribed by the China Securities Regulatory Commission.
Article 9 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. 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.
If a director cannot guarantee the authenticity, accuracy, completeness or objection of the contents of the periodic report, he shall vote against or abstain from voting when the board of directors considers the periodic report.
If a member of the audit committee cannot guarantee the authenticity, accuracy, completeness or objection of the financial information in the periodic report, he or she shall vote against or abstain from voting when the audit committee reviews the periodic report.
Directors and senior managers of the company shall sign written confirmation opinions on the periodic reports. If directors and senior managers cannot guarantee the authenticity, accuracy, and completeness of the contents of the periodic report or have objections, they shall express their opinions and state the reasons in a written confirmation opinion, which shall be disclosed by the company. If the company refuses to disclose, directors and senior managers may directly apply for disclosure.
Directors and senior managers shall abide by the principle of prudence when expressing opinions in accordance with the provisions of the preceding paragraph. Their responsibility to ensure the authenticity, accuracy and completeness of the contents of periodic reports is not only exempted by expressing opinions.
Article 10 If a company expects losses or significant changes in its operating results, or other circumstances specified in the Shanghai Stock Exchange Stock Listing Rules, it shall make a performance announcement in a timely manner.
Article 11 If performance leaks occur before the disclosure of periodic 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 12 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.
Article 13 If a major event occurs that may have a greater impact on the trading prices 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 listed company’s expected operating results will suffer losses or undergo significant changes;
(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.
Article 14 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 15 A company shall promptly perform its information disclosure obligations for major events at any of the following time points that first occur:
(1) When the board of directors forms a resolution on the major event;
(2) When the relevant parties sign a letter of intent or agreement regarding the major event;
(3) When directors and senior managers know or should know that the major event occurs.
If one of the following situations occurs before the time specified in the preceding paragraph, the company shall promptly disclose the current status of relevant matters and risk factors that may affect the progress of the event:
(1) It is difficult to keep the major incident confidential;
(2) The major incident has been leaked or there are rumors in the market;
(3) Abnormal transactions occur in company securities and derivatives.
Article 16 After a company discloses a major event, if there are developments or changes in the disclosed major events that may have a greater impact on the trading prices of the company's securities and their derivatives, the company shall promptly disclose the progress or changes and possible impacts.
Article 17 If a major event stipulated in Article 13 of this system occurs in a company's controlled subsidiary, which may have a greater impact on the trading price of the company's securities and derivatives, the company shall fulfill its information disclosure obligations.
If an event occurs in a company in which the company holds shares that may have a greater impact on the trading prices of the company's securities and derivatives, the company shall fulfill its information disclosure obligations.
Article 18 If the company's acquisition, merger, division, issuance of shares, repurchase of shares and other actions result in significant changes in the company's total share capital, shareholders, actual controllers, etc., the information disclosure obligor shall perform reporting and announcement obligations in accordance with the law and disclose changes in equity.
Article 19 A company shall pay attention to abnormal transactions in its securities and derivatives and media reports about the company.
When abnormal transactions occur in securities and their derivatives or news appears in the media that may have a significant impact on the trading of the company's securities and its derivatives, the company shall promptly learn the true situation from relevant parties, and when necessary, shall inquire in writing and provide public clarification.
Article 20 If a company's securities and derivatives transactions are deemed to be abnormal transactions by the China Securities Regulatory Commission or a stock exchange, the company shall promptly understand the factors that cause abnormal fluctuations in securities and derivatives transactions and disclose them in a timely manner.
Chapter 3 Management of Information Disclosure Matters
Article 21 The secretariat of the company's board of directors is the permanent organization responsible for the company's information disclosure and is the company's information disclosure affairs management department.
Article 22 The secretary of the board of directors is responsible for coordinating and implementing the information disclosure management system, organizing and coordinating the company's information disclosure affairs, managing the board secretariat, and specifically undertaking the company's information disclosure work.
The secretary of the board of directors is responsible for gathering the information that the company should disclose and reporting it to the board of directors, continuously paying attention to media reports on the company and proactively verifying the truth of the reports.
The secretary of the board of directors has the right to participate in shareholders’ meetings, board meetings and senior management-related meetings, and has the right to understand the company’s financial and operating conditions, and to review all documents involving information disclosure matters.
Article 23 When the relevant departments of the company study and decide on matters involving information disclosure, they shall notify the secretary of the board of directors to attend the meeting and provide him with the information required for information disclosure.
Article 24 When the relevant departments of the company have questions about whether information disclosure matters are involved, they should promptly consult the secretary of the board of directors or the stock exchange through the secretary of the board of directors.
Article 25 The secretary of the board of directors is responsible for handling the disclosure of company information and other related matters. The information disclosed by the company shall be released in the form of board announcement. Directors and senior managers shall not release undisclosed information of the company to the outside world without the written authorization of the board of directors.
Article 26 The company's directors and the board of directors should be diligent and responsible to ensure that the company's information disclosure content is true, accurate and complete; the company's directors and the board of directors, members of the audit committee and the audit committee, and senior managers have the responsibility to ensure that the secretariat of the company's board of directors and the secretary of the company's board of directors are promptly aware of important information about the company's organization and operations, information that has a substantial or greater impact on the decision-making of shareholders and other stakeholders, and other information that should be disclosed.
Article 27 When directors and senior managers learn of the occurrence of a major event, they shall immediately perform their reporting obligations in accordance with company regulations; after receiving the report, the chairman of the board shall immediately report to the board of directors and urge the board secretary to organize the disclosure of interim reports. Senior managers shall report to the board of directors in a timely manner major events in the company's operations or finances, the progress or changes in disclosed events, and other relevant information.
Article 28 Senior management personnel such as the manager, financial controller, and secretary of the board of directors shall prepare drafts of periodic reports in a timely manner and submit them to the board of directors for review; the audit committee shall conduct a prior review of the financial information in the periodic reports and submit them to the board of directors for review after approval by more than half of all members; the secretary of the board of directors is responsible for delivering them to the directors for review; the chairman of the board is responsible for convening and presiding over the board of directors meeting to review the periodic reports; the secretary of the board of directors is responsible for organizing the disclosure of periodic reports.
Article 29 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. Shareholders and actual controllers of a company shall not abuse their shareholder rights and dominant position, or require the company to provide them with inside information.
Article 30 When a company issues stocks to specific objects, its controlling shareholders, actual controllers and issuing objects shall provide relevant information to the company in a timely manner and cooperate with the company in fulfilling its information disclosure obligations.
Article 31 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 of holding shares or controlling the company, and a major change in the situation of the company's actual controller and other enterprises under its control engaging 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.
Article 32 Shareholders or actual controllers who hold more than 5% of the company's shares through entrustment or trust, etc., shall promptly inform the company of the entruster's situation and cooperate with the company in fulfilling its information disclosure obligations.
Article 33 The company’s directors, senior managers, shareholders holding more than 5% of the shares, and persons acting in concert and actual controllers shall promptly submit to the company’s board of directors a list of the company’s related parties and an explanation of the related relationships. The company shall perform the review procedures for related-party transactions and strictly implement the voting avoidance system for related-party transactions. The parties to the transaction shall not conceal the related relationship or use other means to circumvent the company's related transaction review procedures and information disclosure obligations.
Article 34 The heads of various departments at the company's headquarters and branches and subsidiaries shall urge their departments or companies to strictly implement the information disclosure management and reporting system, and ensure that major information that should be disclosed in their departments or companies is promptly reported to the company's board secretariat or board secretary.
Article 35 When the company discovers that the disclosed information (including announcements issued by the company and information about the company reprinted in the media) is errors, omissions or misleading, it shall issue correction announcements, supplementary announcements or clarification announcements in a timely manner.
Chapter 4 Financial Management and Accounting
Article 36 Before the company's financial information is disclosed, the company's internal control system for financial management and accounting and the relevant provisions of the company's confidentiality system should be implemented to ensure the authenticity and accuracy of the financial information and prevent the leakage of financial information.
Article 37 The company implements an internal audit system and is equipped with full-time auditors to conduct internal audit supervision of the company's financial management and accounting. The specific procedures and supervision processes are implemented in accordance with the relevant provisions of the company's internal audit system.
Chapter 5 Exemptions and Suspensions from Information Disclosure
Article 38 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 (hereinafter collectively referred to as state secrets).
Article 39 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 40 After the company and other information disclosure obligors have suspended or exempted from disclosing business 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 41 If the relevant information in the periodic report that the company intends to disclose involves state secrets or commercial secrets, it may be exempted from disclosure of this part of the information by using anonymity, summarizing, or concealing key information, etc.
If the relevant information in the interim report to be disclosed by the company and other information disclosure obligors involves state secrets or commercial secrets, it can be exempted from disclosure of this part of the information by using anonymity, summary summary or concealment of key information; if there is still a risk of leakage after the disclosure in the above method, the interim report can be exempted from disclosure.
If a company and other information disclosure obligors postpone the disclosure of an interim report or relevant contents in an interim report, they shall disclose it in a timely manner after the reasons for the postponement of disclosure are eliminated, and at the same time explain the main reasons for identifying the information as a trade secret, internal review procedures, and the purchase and sale of securities by relevant insiders during the period of postponement of disclosure, etc.
Article 42 Companies and other information disclosure obligors that suspend or exempt from disclosure of relevant information shall register the following matters:
(1) Methods of exemption from disclosure, including exemption from disclosure of temporary reports, exemption from disclosure of periodic reports or relevant content in temporary reports, etc.;
(2) Types of documents involved in exemption from disclosure, including annual reports, semi-annual reports, quarterly reports, interim reports, etc.;
(3) Types of information exempted from disclosure, including major transactions, daily transactions or related transactions in temporary reports, names of customers and suppliers in annual reports, etc.;
(4) Internal audit procedures;
(5) Other matters that the company deems necessary to register.
If disclosure is suspended or exempted due to the involvement of trade secrets, in addition to promptly registering the matters stipulated in the preceding paragraph, it is also necessary to register whether the relevant information has been disclosed through other means, the main reasons for identifying it as a trade secret, the possible impact of disclosure on the company or others, the list of insiders of inside information, and other matters.
Article 43 When a company suspends or exempts from disclosure of information specified in Article 39 of this system, it shall perform the following internal approval procedures in advance:
(1) Relevant business departments, subsidiaries or other information disclosure obligors shall promptly fill in the "Registration Approval Form for Information Disclosure Suspended or Exempted Matters" (hereinafter referred to as the "Approval Form"), submit the "Approval Form" signed by the department head and leader in charge, or the person in charge of the subsidiary, other information disclosure obligors or their authorized representatives, and relevant written information on suspended or exempted disclosure matters to the company's securities department, and be responsible for its authenticity, accuracy, completeness and timeliness. Relevant insiders should promise in writing to keep it confidential;
(2) After the company's securities department conducts a formal review of the application matters, it will take the lead in organizing discussions between the financial department and other relevant departments or subsidiaries, the financial director, the secretary of the board of directors, etc., to discuss whether the information to be suspended or exempted from disclosure in the application needs to be suspended or exempted from disclosure. After forming review opinions, the secretary of the board of directors will report to the chairman of the board.
Article 44 If the company suspends or exempts the disclosure of relevant information, the secretary of the board of directors shall promptly register it on file and the chairman shall sign for confirmation. The company shall properly preserve relevant registration materials, and the retention period shall not be less than ten years.
Chapter 6 Investor Relations Management
Article 50 The secretary of the board of directors is the person in charge of the company’s investor relations activities. No one may conduct investor relations activities without the consent of the secretary of the board of directors.
Article 51 The secretariat of the board of directors is responsible for the establishment, improvement, and storage of investor relations activity files. The investor relations activity files should at least include the participants, time, location, content, etc. of investor relations activities.
Article 52 Before investors, securities service institutions, media and other specific parties come to the company for on-site visits, discussions and communication, an appointment system shall be implemented, and the board secretariat shall make overall arrangements, and assign a dedicated person to accompany and receive them, so as to reasonably and properly arrange the visit process.
Article 53: If the company discovers that the company's undisclosed material information is included in the manuscript related to a specific target, it should immediately report it to the exchange and make an announcement, and require it not to disclose the information before the company's official announcement.
Article 54 Other matters not covered shall be carried out in accordance with the relevant provisions of the "Investor Relations Management System".
Chapter 7 Information Disclosure Media
Article 55 When companies and other information disclosure obligors disclose information in accordance with the law, they shall submit the announcement draft and relevant documents for reference to the stock exchange for registration, and publish them in the media designated by the China Securities Regulatory Commission.
Article 56 Information disclosure obligors shall not publish information on the company website and other media before the designated media, shall not replace the reporting and announcement obligations that must be performed in any form such as news releases or answering reporters’ questions, and may not replace the temporary reporting obligations that must be performed in the form of regular reports.
Article 57 The information disclosure obligor shall submit the information disclosure announcement draft and relevant reference documents to the Securities Regulatory Bureau at the place where the company is registered, and keep them at the company's domicile for public inspection.
Article 58 Company directors, board secretaries, other senior managers and other staff who come into contact with information that should be disclosed due to work relationships have the obligation to keep information confidential before the information is disclosed in accordance with the law.
Article 59 The company's board of directors shall take necessary measures to limit the number of persons with knowledge of the information to the minimum before the information is disclosed in accordance with the law.
Chapter 8 Accountability Mechanism
Article 60 For those who fail to strictly implement the provisions of this system and cause serious impact or heavy losses to the company or investors, the company will hold the relevant responsible persons accountable in accordance with the internal accountability and accountability systems.
Chapter 9 File Management
Article 61 The Board Secretariat is responsible for the file management of the company’s information disclosure documents and materials. The Board Secretary is the first person in charge, and the Board Secretariat is specifically responsible for file management matters.
Article 62 The secretariat of the Board of Directors shall properly keep the relevant documents and materials used by directors, senior managers, departments and subsidiaries to perform their information disclosure duties.
Article 63 The secretariat of the board of directors is responsible for keeping the original copies of prospectuses, listing announcements, periodic reports, temporary reports, and relevant contracts, agreements, resolutions and records of shareholders’ meetings, resolutions and records of the board of directors, etc., for a period of not less than 10 years.
Article 64 Regarding the review of announced information disclosure documents, the Board Secretariat shall be responsible for providing them with the approval of the Secretary of the Board of Directors.
Chapter 10 Supplementary Provisions
Article 65 The meanings of the following terms in this system:
(1) Information disclosure obligors refer to listed companies and their directors, senior managers, shareholders, actual controllers, acquirers, parties involved in major asset reorganizations, refinancings, major transactions and other natural persons, units and their related personnel, bankruptcy administrators and their members, and other entities with information disclosure obligations stipulated by laws, administrative regulations and the China Securities Regulatory Commission.
(2) Timely means within two trading days from the calculation date or the disclosure time point.
Article 66 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 laws, regulations, normative documents promulgated by the country in the future, 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 apply.
Article 67 The company's board of directors is responsible for formulating, revising and interpreting this system.
Article 68 This system will take effect and be implemented from the date it is reviewed and approved by the board of directors. Attachments:
Mayinglong Pharmaceutical Group Co., Ltd. Information Disclosure Suspension and Exemption Application Form
Application time: Year Month Date Applying Department (Unit) Handler Application Type □ Suspension □ Matters exempted from suspension or disclosure
content
Reasons for suspension or exemption from disclosure
and basis
Period of suspension of disclosure (if appropriate)
use)
Has the inside information report been filled in? Has the relevant insider written a letter?
□Yes □No □Yes □No Lover’s list Person in charge of the department (unit) applying for confidentiality commitment
opinion
Opinions of leaders in charge
Opinions of the Board Secretary
Chairman's opinion
Remarks