Hainan Huluwa Pharmaceutical Group Co., Ltd. Information Disclosure Management Measures (revised in September 2025)
Hainan Huluwa Pharmaceutical Group Co., Ltd. Information Disclosure Management Measures
[September] 2025
Information Disclosure Management Measures
Article 1 In order to regulate the information disclosure behavior of Hainan Huluwa Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company" or the "Company"), strengthen the management of information disclosure affairs, and protect the legitimate rights and interests of investors, in accordance with the currently applicable "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), "Stock Listing Rules of the Shanghai Stock Exchange" (hereinafter referred to as the "Stock Listing Rules"), China Securities Regulatory Commission In accordance with the relevant provisions and requirements of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") on the information disclosure of listed companies and the relevant laws, administrative regulations, normative documents such as the "Code of Governance of Listed Companies", the "Measures for the Administration of Information Disclosure of Listed Companies" and the "Articles of Association of Hainan Huluwa Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Articles of Association"), and based on the actual situation of the company, the "Measures for the Management of Information Disclosure of Hainan Huluwa Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Measures") are specially formulated.
Article 2 The scope of application of these measures: the company, companies in which the company directly or indirectly controls more than 50%, and companies included in the company's consolidated accounting statements. Some provisions apply to shareholders who control or participate in the company.
Article 3 These Measures apply to the management of various information disclosure affairs of the company and apply to the following persons and institutions (hereinafter referred to as "information disclosure obligors"):
(1) Chairman of the company;
(2) Secretary of the company’s board of directors and securities affairs department;
(3) Company directors and board of directors;
(4) Senior managers of the company;
(5) The heads of departments at the company’s headquarters, the heads of branches and subsidiaries, and designated information disclosure personnel;
(6) The company’s controlling shareholders, actual controllers and major shareholders holding more than 5% of the shares;
(7) Directors, supervisors and senior managers of the joint-stock company appointed by the company;
(8) Other organizations, entities or individuals with information disclosure obligations and responsibilities as prescribed by relevant laws and regulations.
Article 4 The term "information" as used in these Measures refers to significant information that may have a greater impact on the trading prices of the company's securities and its derivatives but is not yet known to investors, as well as information required to be disclosed by the China Securities Regulatory Commission and its dispatched agencies, and the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange").
Article 5 The term "disclosure" as mentioned in these Measures means announcing information to the public within the prescribed time, on the prescribed media, and in the prescribed manner, and submitting it to the Shanghai Stock Exchange within the prescribed time.
In addition to disclosing information in accordance with mandatory regulations, companies should also disclose information that may affect the decision-making of shareholders and other stakeholders.
Voluntary information disclosure shall abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not be selectively disclosed. Voluntary information disclosure shall not be used to engage in market manipulation, insider trading or other illegal activities, and shall not violate public order and good customs or harm social and public interests. Where information of a certain predictive nature is voluntarily disclosed, the basis for the prediction should be made clear and possible uncertainties and risks should be noted.
Article 6 The time and format of company information disclosure shall be implemented in accordance with the Stock Listing Rules and the relevant regulations and requirements of the Shanghai Stock Exchange.
Article 7 Companies and other information disclosure obligors shall strictly comply with the provisions of laws, regulations, self-regulatory rules and company articles of association, disclose information truthfully, accurately, completely, timely and fairly, and shall not make false records, misleading statements, major omissions or other improper disclosures. If information disclosure matters involve state secrets or commercial secrets, they shall be handled in accordance with relevant regulations.
Article 8 Directors and senior managers shall perform their duties faithfully and diligently to ensure that the information disclosed by the company is true, accurate and complete, and that information disclosure is timely and fair.
The company should formulate a code of conduct for directors and senior managers to release information to the outside world, and make it clear that undisclosed information of the company cannot be released to the outside world without the written authorization of the board of directors.
Article 9 Shareholders, actual controllers, acquirers, transaction counterparties and other information disclosure obligors who hold a specified proportion of shares shall disclose information in accordance with relevant regulations, cooperate with the company's information disclosure work, promptly inform the company of changes in control rights, changes in equity, and related relationships with other units and individuals and other major matters, respond to the company's inquiries, and ensure that the information provided is true, accurate, and complete.
Article 10 The information disclosed by the information disclosure obligor shall be concise, clear and easy to understand. The company should ensure that users can obtain information in an economical and convenient way.
Article 11 The company shall fulfill the following basic obligations of information disclosure:
(1) The company should promptly disclose all information that may have a significant impact on the company’s stock price and submit it to the Shanghai Stock Exchange as soon as possible;
(2) Before the company's information is publicly disclosed, the company's directors, senior managers and other insiders have the responsibility to ensure that the number of insiders of the information is kept to a minimum. They are not allowed to leak inside information, engage in insider trading or cooperate with others to manipulate securities trading prices, and declare confidentiality obligations;
(3) Ensure that the information disclosed is true, accurate, complete and timely, and contains no false information, seriously misleading statements or major omissions.
(4) The company and relevant information disclosure obligors shall not provide any unit or individual with undisclosed material information through shareholder meetings, investor briefings, analyst meetings, road shows, investor surveys, media interviews, etc.
Article 12 For the reports, materials and other information submitted by various departments of the company to the superior authorities in accordance with industry management requirements, the relevant functional departments shall effectively fulfill the obligation to keep the information confidential and prevent it from being leaked before the company's public information is disclosed. If the functional departments believe that the submitted information is difficult to keep confidential, they should report it to the secretary of the board of directors at the same time, and the secretary of the board of directors will decide whether to disclose it to all shareholders in accordance with the relevant information disclosure regulations.
Article 13 The company selects media that meet the conditions stipulated by the China Securities Regulatory Commission and the designated information disclosure website Shanghai Stock Exchange website www.sse.com.cn as the media to publish company announcements and other information that needs to be disclosed. If the information that the company should publicly disclose needs to be disclosed in other public media, it must not be disclosed in designated newspapers or designated websites first, and the company's official announcement must not be replaced by a press conference or answering reporters' questions.
Article 14 The company’s securities affairs department is the company’s information disclosure affairs management department. The person in charge of each department, branch company, and holding subsidiary of the company shall be the first person responsible for information disclosure of the department and the company. At the same time, each department, branch company, and holding subsidiary shall designate a designated person as a contact person who shall be responsible for providing the information to be disclosed to the Securities Affairs Department in writing in a timely manner. If you have any questions about the disclosed information, you should promptly consult the secretary of the board of directors or the exchange through the secretary of the board of directors. The management and reporting of information disclosure affairs of the companies in which the company holds shares shall be governed by the aforementioned regulations.
Article 15 When the company studies and decides on matters involving information disclosure, it shall notify the secretary of the board of directors to attend the decision-making meeting.
Article 16 The company's external information disclosure or response to inquiries is the responsibility of the Securities Affairs Department, directly managed by the Secretary of the Board of Directors; other departments are not allowed to answer or handle directly.
If a company has a major event that needs to be disclosed, the departments involved in the relevant matter should report the matter to the Securities Affairs Department in a timely manner, and the Securities Affairs Department will notify the company's board of directors and perform relevant information disclosure obligations.
Article 17 Before the company discloses relevant information, any individual or department shall be responsible for keeping confidential the information that they have or are aware of that needs to be disclosed. Unless the information is provided to the above-mentioned institutions and the information is submitted to the Ministry of Securities Affairs and explained in accordance with the requirements of the relevant government departments or the ruling of the judicial department, the relevant information shall not be disclosed to any other unit or individual. Anyone who violates the above provisions will bear corresponding responsibilities according to law.
Article 18 For departments that have information that needs to be disclosed, the department heads shall summarize the relevant information to the Securities Affairs Department. The securities affairs representative is responsible for collecting and sorting out the information that needs to be disclosed by all branches and subsidiaries of the group.
Article 19 The securities affairs representative shall draft the information to be disclosed by each department and submit it to the secretary of the board of directors for review. The secretary of the board of directors is responsible for organizing and managing the company's information disclosure affairs, and handling related matters such as the public release of company information. Before the secretary of the board of directors discloses relevant information, it must be submitted to the chairman for review and signature before the relevant information can be disclosed to the outside world. The chairman of the board of directors bears primary responsibility for the company’s information disclosure management.
When the board secretary needs to know the status and progress of major events, relevant departments (including the company's holding subsidiaries and joint-stock companies) and personnel should actively cooperate and assist, respond promptly, accurately and completely, and provide relevant information as required.
Directors, the board of directors, the audit committee, and senior managers should cooperate with the board secretary in the information disclosure-related work, and provide work convenience for the board secretary and the information disclosure management department to perform their duties. The financial controller should cooperate with the board secretary in the relevant work of financial information disclosure. The board of directors and management should establish an effective mechanism to ensure that the board secretary and the company's information disclosure management department can be informed of the company's major information in a timely manner. The company's financial department, external investment department, etc. shall perform cooperation obligations with the information disclosure management department. The board of directors should regularly conduct self-examinations on the implementation of the company's information disclosure management system, and if any problems are discovered, they should be corrected in a timely manner.
Article 20 The secretary of the board of directors shall disclose periodic reports and shareholders’ meeting resolutions and board of directors meeting resolutions after performing statutory approval procedures in accordance with relevant laws, regulations and the Articles of Association.
Article 21 The secretary of the board of directors shall perform the following approval procedures before publicly disclosing interim reports other than shareholder meeting resolutions and board of directors resolutions:
(1) Interim reports issued in the name of the board of directors should be submitted to the chairman for review and signature;
(2) Within the scope of authorization of the board of directors, if a business matter that the general manager has the authority to review and approve needs to be publicly disclosed, the announcement of the matter should first be submitted to the general manager for review and then to the chairman of the board for review and approval, and be released in the name of the company.
Article 22 Reports, requests for instructions and other documents submitted by the company to the China Securities Regulatory Commission, the China Securities Regulatory Commission Hainan Securities Regulatory Administration, the Shanghai Stock Exchange or other relevant government departments, as well as promotional information drafts published in the news media involving the company's major decisions and operating data, shall be submitted to the company's general manager for review and final signature by the chairman of the board.
Article 23 Annual Report:
(1) The company shall prepare the text and summary of the annual report in accordance with the regulations of the China Securities Regulatory Commission within four months from the end of each fiscal year;
(2) The company shall submit its annual report to the Shanghai Stock Exchange within two working days after approval by the board of directors. After being registered with the Shanghai Stock Exchange, it shall publish a summary of the annual report in a designated newspaper and periodicals, and at the same time disclose its text on a designated website.
In accordance with the "Basic Standards for Enterprise Internal Control" and supporting guidelines issued by the Ministry of Finance, the company has established an audit committee, which is responsible for inspecting and supervising the company's important operating activities, management and control of subsidiaries, financial information disclosure, and compliance with laws and regulations.
The company regularly discloses the construction and implementation of the internal control system in accordance with relevant regulations, as well as the audit opinions of the accounting firm on the effectiveness of the company's internal control.
Article 24 Mid-term report:
(1) The company shall prepare the text and summary of the interim report in accordance with the regulations of the China Securities Regulatory Commission within two months after the end of the first six months of each fiscal year;
(2) The company shall submit an interim report to the Shanghai Stock Exchange within two working days after approval by the board of directors. After being registered with the Shanghai Stock Exchange, the company shall publish a summary of the interim report in a designated newspaper and publish the main text on a designated website.
Article 25 Quarterly Report:
(1) The company shall prepare quarterly reports in accordance with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange within one month after the end of the first quarter and within one month after the end of the third quarter;
(2) The company shall submit a quarterly report to the Shanghai Stock Exchange within two working days after approval by the board of directors. After being registered with the Shanghai Stock Exchange, the company shall publish the quarterly report in designated newspapers and periodicals and disclose it on the designated website at the same time;
(3) The disclosure time of the company’s first quarter quarterly report cannot be earlier than the disclosure time of the company’s annual report for the previous year.
Article 26 The company shall disclose environmental information and fulfill social responsibilities such as poverty alleviation in accordance with laws, regulations and the requirements of relevant departments.
Article 27 The company shall disclose information related to corporate governance in accordance with relevant regulations, regularly analyze the status of corporate governance, formulate plans and measures to improve corporate governance and conscientiously implement them.
Article 28 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 extending the disclosure.
Article 29 When a company convenes a board meeting, it shall submit the board resolutions to the Shanghai Stock Exchange for filing and announcement within two working days after the meeting. The company shall provide board meeting minutes as required by the Shanghai Stock Exchange.
Article 30 The company shall promptly submit the draft announcement of the shareholders' meeting resolutions, resolutions and legal opinions to the Shanghai Stock Exchange after the conclusion of the shareholders' meeting. After review by the Shanghai Stock Exchange, the company shall publish the announcement of the shareholders' meeting resolutions in designated newspapers and periodicals.
Article 31 If the shareholders' meeting is postponed or canceled for any reason, or the resolution is cancelled, the convener shall issue an announcement at least two working days before the original date of the shareholders' meeting, explaining the specific reasons for the postponement or cancellation. If it is postponed, the postponed convening date shall be disclosed in the announcement.
Article 32 If the company's shareholders' meeting or board of directors cannot be convened normally or there is a dispute over the validity of the resolution, relevant matters, the claims of the parties to the dispute, the current status of the company and other information that will help investors understand the company's actual situation, as well as special legal opinions issued by lawyers, shall be disclosed in a timely manner.
Article 33 Interim reports include but are not limited to the following matters:
(1) Board resolution;
(2) Notice of convening a shareholders’ meeting or changing the date of the shareholders’ meeting;
(3) Resolution of shareholders’ meeting;
(4) Statements, opinions and reports of independent directors;
(5) Transactions that should be disclosed include but are not limited to:
Purchase or sell assets;
External investment (including entrusted financial management, investment in subsidiaries, etc.);
Provide financial assistance (including interest or interest-free loans, entrusted loans, etc.);
Provide guarantees (including guarantees for holding subsidiaries, etc.);
Lease or lease assets;
Entrust or entrust management of assets and business;
Donate or receive assets;
Creditor's rights or debt restructuring;
Sign a license agreement;
Transfer or transfer of research and development projects;
Waiver of rights (including waiving the right of first refusal, the right to first subscribe for capital contribution, etc.);
Other transactions recognized by the Shanghai Stock Exchange.
(6) Related transactions that should be disclosed include but are not limited to:
Transactions specified in item (5) of this article;
Purchase raw materials, fuel, and power;
Selling products and commodities;
Provide or accept labor services;
Entrusted or entrusted sales;
Deposit and loan business;
Joint investment with related parties;
Other matters that may result in the transfer of resources or obligations through agreement.
(7) If the company's major litigation or arbitration involves an amount that accounts for more than 10% of the absolute value of the company's latest audited net assets and the absolute amount exceeds RMB 10 million, it should be disclosed in a timely manner.
The company shall also disclose in a timely manner any litigation or arbitration matters that do not meet the standards of the preceding paragraph or do not have a specific amount involved. The board of directors believes that based on the particularity of the case, it may have a greater impact on the trading price of the company's stocks and its derivatives, or the Shanghai Stock Exchange deems it necessary. As well as lawsuits involving resolutions of the company's shareholders' meeting or board of directors that are applied for revocation, confirmed to be untenable, or declared invalid, the company shall also disclose them in a timely manner. Major litigation and arbitration matters that occur in the company shall be calculated cumulatively for twelve consecutive months. Those who have fulfilled relevant obligations in accordance with the provisions of this article will no longer be included in the cumulative calculation scope.
(8) A major event stipulated in Article 80 of the Securities Law occurs in the company;
Major changes in the company’s business policy and business scope;
The company's major investment behavior: the company's purchase and sale of major assets within one year exceeds 30% of the company's total assets, or the mortgage, pledge, sale or scrapping of the company's main assets for business operations exceeds 30% of the assets at one time;
The company enters into important contracts, provides major guarantees or engages in related transactions, which may have a significant impact on the company's assets, liabilities, equity and operating results;
The company incurs major debts and fails to pay off major debts that are due;
The company suffers significant losses or losses;
Major changes in the external conditions of the company’s production and operation;
The company’s directors, more than one-third of the supervisors or managers have changed, and the chairman or managers are unable to perform their duties;
There are major changes in the situation in which shareholders or actual controllers holding more than 5% of the company's shares hold shares or control the company, and there are major changes in the situation in which the company's actual controllers and other companies they control engage in the same or similar business as the company;
The company’s plan to distribute dividends and increase capital, important changes in the company’s equity structure, the company’s decision to reduce capital, merge, split, disband and apply for bankruptcy, or enter bankruptcy proceedings in accordance with the law or be ordered to close down;
In major lawsuits and arbitrations involving the company, the resolutions of the shareholders' meeting and the board of directors are revoked, confirmed to be invalid or declared invalid in accordance with the law;
The company is investigated for suspected crimes in accordance with the law, and the company's controlling shareholders, actual controllers, directors, and senior managers are suspected of committing crimes and compulsory measures are taken according to law;
Other matters specified by the securities regulatory authority of the State Council.
(9) The company is liable for large amounts of compensation;
(10) The company accrues large asset impairment provisions;
(11) The company’s shareholders’ equity is negative;
(12) 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;
(13) Newly announced laws, administrative regulations, rules, and industry policies may have a significant impact on the company;
(14) The company carries out equity incentives, share repurchases, major asset restructuring, asset spin-offs or listings;
(15) A court ruling prohibits 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;
(16) Major assets are seized, detained or frozen;
(17) The company expects losses or significant changes in operating results;
(18) 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;
(19) Appoint or dismiss the accounting firm that audits the company;
(20) Major independent changes in accounting policies and accounting estimates;
(21) 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;
(22) Change the company name, stock abbreviation, Articles of Association, registered capital, registered address, main office address, contact number, etc. If the Articles of Association are changed, the new Articles of Association shall also be disclosed on the designated website;
(23) According to the relevant provisions of the China Securities Regulatory Commission on industry classification, the industry classification of listed companies changes;
(24) The board of directors forms relevant resolutions on domestic and overseas financing plans such as the company’s issuance of new shares, convertible corporate bonds, preferred shares, corporate bonds, etc.;
(25) The company receives corresponding review opinions on its issuance of new shares or other domestic and overseas issuance and financing applications, major asset restructuring matters, etc.;
(26) Major changes in production and operation conditions, external conditions or production environment (including major changes in industry policies, product prices, raw material procurement, sales methods, etc.);
(27) Changes in the company’s financial director;
(28) The court rules to prohibit the company’s controlling shareholders from transferring their shares in the company;
(29) The shareholding situation of shareholders or actual controllers who hold more than 5% of the company's shares or the situation of controlling the company has changed significantly; the actual controller of the company and other enterprises controlled by it are engaged in the same or similar business as the company; there have been major changes;
(30) When the company encounters any of the following situations that expose the company to major risks, it shall promptly disclose:
May be liable for major breach of contract or large compensation liability in accordance with the law;
The company decides to dissolve or is ordered to close down by the competent authorities in accordance with the law;
Major debts have not been paid off when due, or the main debtor becomes insolvent or enters bankruptcy proceedings
The company’s main assets used for business operations have been seized, detained, frozen, mortgaged, pledged or scrapped exceeding 30% of the total assets;
The company’s main bank account has been frozen;;
Main or all business has come to a standstill;
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;
The company’s controlling shareholders, actual controllers, directors, and senior managers are suspected of serious violations of disciplines and laws or job-related crimes and are detained by the disciplinary inspection and supervision agencies, which affects their performance of duties;
The chairman or general manager of the company is unable to perform his duties. Directors and senior managers other than the chairman and general manager are unable to perform their duties normally for more than three months due to health, work arrangements or other reasons, or are subject to compulsory measures by the competent authorities due to suspected violations of laws and regulations, which affects their performance of duties;
Other major risk situations identified by the Shanghai Stock Exchange or the company.
If the above matters involve specific amounts, the provisions of Article 34 of these Measures shall apply mutatis mutandis.
(31) Change the investment project of raised funds;
(32) Revision of performance forecast and profit forecast;
(33) Profit distribution and conversion of capital reserve funds into share capital;
(34) Abnormal stock trading fluctuations and clarification matters;
(35) Major matters involved in convertible corporate bonds;
(36) Other circumstances determined by the China Securities Regulatory Commission and the Shanghai Stock Exchange.
Article 34 If a transaction meets one of the following standards, the company shall disclose it in a timely manner:
(1) The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited total assets;
(2) The net assets involved in the transaction target (such as equity) (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 10 million yuan;
(3) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds RMB 1 million;
(4) The transaction amount (including liabilities and expenses) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds RMB 10 million;
(5) The profit generated from the transaction accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds RMB 1 million.
(6) The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 10% of the company’s audited operating income in the most recent fiscal year, and the absolute amount exceeds 10 million yuan;
If the data involved in the calculation of the above indicators is negative, its absolute value will be used for calculation.
Article 35 The company shall perform its initial disclosure obligations in a timely manner after the major events involved in the interim report first touch any of the following points:
(1) When the board of directors makes a resolution;
(2) When signing a letter of intent or agreement (whether or not conditions or time limits are attached);
(3) When the company (including any director and senior management personnel) knows or should know about the occurrence of a major event.
Article 36 A major event that may have a greater impact on the trading price of the company's stocks and its derivatives is in the planning stage. Although it has not yet reached the time point specified in the previous article, if one of the following circumstances occurs, the company shall promptly disclose the relevant planning status and existing facts:
(1) It is difficult to keep the incident confidential;
(2) The incident has been leaked or there are rumors about the incident in the market;
(3) The company’s stock and its derivatives transactions have experienced abnormal fluctuations.
Article 37 If a company is unable to disclose the details of a major matter as required within the prescribed time, it may first disclose an indicative announcement to explain the basic situation of the major matter, explain the reasons for failure to disclose as required, and disclose an announcement that meets the requirements within 2 trading days.
Article 38 After a company discloses a major event, if the company and the relevant information disclosure obligors are planning a major event that lasts for a long time, they shall disclose the progress in stages according to regulations and prompt relevant risks in a timely manner. 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 39 The company's preparation of prospectus shall comply with the relevant regulations of the China Securities Regulatory Commission. All information that has a significant impact on investors' investment decisions should be disclosed in the prospectus. After the application for issuance of securities to unspecified objects is approved by the China Securities Regulatory Commission for registration, the company shall publish a prospectus before the securities issuance.
Article 40 If an important event occurs after the company's securities issuance has been approved and registered by the China Securities Regulatory Commission and before the issuance is completed, the issuer shall provide a written explanation to the China Securities Regulatory Commission and, with the approval of the China Securities Regulatory Commission, modify the prospectus or make a corresponding supplementary announcement.
Article 41 When a company applies for securities listing and trading, it shall prepare a listing announcement in accordance with the regulations of the Shanghai Stock Exchange and make an announcement after review and approval by the Shanghai Stock Exchange.
Article 42 The provisions on prospectuses shall apply to corporate bond prospectuses.
Article 43 After a company issues new shares to specific targets, it shall disclose an issuance report in accordance with the law.
Article 44 The relevant departments of the company shall provide the secretary of the board of directors with the materials and information required for information disclosure in a timely manner. Before the company makes major decisions, it should seek the opinion of the board secretary from the perspective of information disclosure.
Article 45 When any matter that complies with the provisions of Article 36 of these Measures occurs in each department of the company, it must promptly report to the secretary of the board of directors at the following time points. The secretary of the board of directors shall make public disclosure in a timely manner in accordance with the relevant provisions of the "Stock Listing Rules":
(1) The first time after the event occurs;
(2) When the company signs an agreement with the relevant parties, or when the agreement is suspended or terminated due to major changes;
(3) When matters are approved by relevant departments or when disclosed matters are rejected by relevant departments;
(4) When the implementation of the matter is completed.
Article 46 When reporting the matters specified in Article 36 of these Measures, each department of the company shall attach the following documents:
(1) Agreement on the matters involved;
(2) Resolution of the board of directors (or relevant written documents with the power to decide);
(3) Government approval documents for the matters involved;
(4) Financial statements of the assets involved;
(5) The intermediary's opinion letter (evaluation report or audit report) on the assets involved.
Article 47 When various departments of the company occur that comply with the provisions of Article 36 of these Measures, they shall promptly report to the Secretary of the Board of Directors within the specified time and provide relevant materials.
Article 48 The operating, financial and other information provided by various departments of the company in accordance with the public information disclosure requirements shall undergo corresponding approval procedures in accordance with the company's system to ensure the authenticity, accuracy and completeness of the information.
Article 49: The heads of each department of the company shall be responsible for information disclosure.
Article 50: When the company receives relevant documents from the regulatory authorities, the secretary of the board of directors shall report to the chairman of the board of directors as soon as possible. Except for special circumstances such as state secrets and commercial secrets, the chairman of the board of directors shall urge the secretary of the board of directors to promptly notify all directors and senior managers of the documents received.
Article 51 Information disclosure obligors such as the company's actual controller, controlling shareholders and shareholders holding more than 5% of the shares shall promptly and proactively notify the company's information disclosure management department or the secretary of the board of directors when major information that should be disclosed appears or becomes known, and disclose information in accordance with relevant regulations. They shall also cooperate with the company's information disclosure work, respond to the company's inquiries, and ensure that the information provided is true, accurate, and complete.
Article 52 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, supervisors, senior managers, relevant company departments, joint-stock companies, partners, media, research institutions, etc.
Article 53: Companies and relevant information disclosure obligors shall be exempted from disclosure if they have conclusive 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. Companies and relevant information disclosure obligors shall abide by the national confidentiality legal system and perform confidentiality obligations. They shall not disclose state secrets through information disclosure, investor interactive Q&A, press releases, interviews, etc., and shall not conduct business promotions in the name of confidential information.
If the information to be disclosed by the company and relevant 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 postponed or exempted:
(1) It is core technical information, etc., which may lead to unfair competition after disclosure;
(2) It is the company’s own business information, customers, suppliers and other other people’s business information, which 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.
After the company and relevant information disclosure obligors suspend or exempt from disclosure of trade secrets, if one of the following circumstances occurs, they shall promptly disclose the information and explain the main reasons for identifying the information as trade secrets, internal review procedures, and the purchase and sale of company stocks by relevant insiders during the non-disclosure period, etc.:
(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.
If the relevant information in the periodic reports that the company intends to disclose involves state secrets or commercial secrets, it can be exempted from disclosure of this part of the information by using proxy names, summarizing, or concealing key information.
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 54 Companies should prudently determine matters that are subject to suspension or exemption from disclosure of relevant information, and take effective measures to prevent the leakage of information that has been suspended or exempted from disclosure. They must not abuse suspension or exemption procedures to avoid the information disclosure obligations that should be fulfilled.
Insiders of the information that the company intends to suspend or exempt from disclosure, as well as directors and senior managers, shall perform the following basic obligations:
(1) Before the company’s above-mentioned information is determined to be information that can be suspended or exempted from disclosure, the company’s directors, senior managers and other insiders have the responsibility to ensure that the number of insiders of the information is controlled to the minimum scope;
(2) The relevant person in charge of the company should ensure that the content of the information submitted to be suspended or exempted from disclosure is true, accurate and complete, and there must be no false or seriously misleading statements or major omissions;
(3) The company and its directors and senior managers shall not leak the above information.
The internal approval process for suspended or exempted disclosure of company information is as follows: If the company, its subsidiaries and institutions plan to suspend or exempt specific information disclosure in accordance with this system, they should promptly fill in the "Registration and Approval Form for Suspended and Exempted Disclosure of Information" (see attachment 1 for details), and submit it to the office of the secretary of the company's board of directors in a timely manner together with the relevant information, the list of relevant insiders and their signed confidentiality commitments (see attachment 2 for details) (if the company's employees have signed a confidentiality agreement in accordance with the company's system, they are deemed to have signed a confidentiality commitment).
The office of the company's secretary to the board of directors shall promptly submit the materials to the secretary of the board of directors. The secretary of the board of directors should review whether the specific information meets the conditions for suspension or exemption from disclosure, and provide opinions and suggestions to the chairman. If the specific information meets the conditions for suspension or exemption from disclosure, it will be properly filed and kept after being signed and confirmed by the chairman of the company. The company shall properly preserve relevant registration materials, and the retention period shall not be less than ten years. If specific information does not meet the conditions for suspension or exemption from disclosure, relevant information should be disclosed in a timely manner in accordance with relevant regulations.
Article 55 Matters that are suspended or exempted from information disclosure registration generally include:
(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 56 The company shall establish a recording and storage system for directors and senior managers to perform their duties. Announcements of information disclosed to the outside world shall be archived and managed simultaneously in electronic documents and physical documents. The secretary of the board of directors shall appoint a dedicated person from the Securities Affairs Department to be responsible for the safekeeping of all information disclosure documents of the company.
Article 57 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 recommendations for handling.
Article 58 If any department of the company fails to report the matters stipulated in Article 36 of these Measures, resulting in untimely disclosure of company information and major errors or omissions, causing losses to the company or investors, the company will impose administrative and economic sanctions on the relevant responsible persons.
Article 59 If information is disclosed without authorization in violation of these Measures, the company will impose administrative and economic sanctions on the relevant responsible persons for leaking company secrets, and has the right to pursue the legal liability of the relevant responsible persons according to the circumstances.
Article 60 If inaccurate information disclosure causes losses to the company or investors, the company will impose administrative and economic sanctions on the relevant person responsible for the review, and has the right to pursue the legal responsibility of the relevant person responsible depending on the circumstances. If the cause of the error cannot be identified, all reviewers shall bear joint and several liability.
Article 61 The persons in charge of information disclosure of each department of the company and their communication methods shall be reported to the secretary of the company's board of directors; if the person in charge of information disclosure is changed, the person in charge of information disclosure shall be reported to the secretary of the company's board of directors within two working days after the change.
Article 62 Matters not covered in these Measures shall be implemented in accordance with the relevant national laws, administrative regulations, "Stock Listing Rules" and laws, administrative regulations, normative documents regarding information disclosure by listed companies and the "Articles of Association"; if these Measures are inconsistent with relevant laws, administrative regulations, normative documents and "Articles of Association", they shall be handled in accordance with relevant laws, administrative regulations, normative documents and "Articles of Association".
Article 63 The term “above” mentioned in these Measures includes the original number.
Article 64 The company’s information disclosure management department is responsible for formulating and revising these Measures, and the right of interpretation belongs to the company’s board of directors.
Article 65 These Measures shall take effect and be implemented from the date of review and approval by the company's board of directors, and the same shall apply when revised.