Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Information disclosure management system
February, 2002
Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as “the company”) and its subsidiaries, promote the standardized operation of the company according to law, and safeguard the legitimate rights and interests of the company’s shareholders, creditors and their stakeholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of information disclosure of listed companies This system is hereby formulated in accordance with the Listing Rules of Shanghai Stock Exchange, the Fujian Aonong Biological Technology Group Incorporation Limited(603363) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the “information” mentioned in this system refers to the information that has or may have a great impact on the trading price of the company’s securities and their derivatives or affect the decision-making of investors, as well as the information required to be disclosed by other relevant laws, administrative regulations, departmental rules and securities regulatory authorities. The term “information disclosure obligations of the company in accordance with the provisions of the laws and regulations of the Shanghai Stock Exchange or the relevant information disclosure regulations of the Shanghai Securities Regulatory Commission” refers to the “information disclosure obligations of the company in accordance with the provisions of the laws and regulations of the Shanghai Stock Exchange and the relevant information disclosure regulations of the Shanghai Securities Regulatory Commission”.
Article 3 in addition to disclosing information in accordance with mandatory provisions, the company and relevant information disclosure obligors may voluntarily disclose information related to investors’ value judgments and investment decisions.
Article 4 information disclosure obligors refer to the company and all its directors, supervisors, senior managers, shareholders, actual controllers, acquirers and other subjects with changes in equity, natural persons, units and related personnel such as parties related to major asset restructuring, refinancing and major transactions, bankruptcy administrators and their members, as well as laws Other subjects undertaking the obligation of information disclosure as stipulated by administrative regulations and the CSRC.
Article 5 this system is applicable to the following personnel and institutions:
(I) secretary of the board of directors and Information Disclosure Management Department of the company;
(II) directors and board of directors of the company;
(III) the company’s supervisors and the board of supervisors;
(IV) senior management of the company;
(V) heads of all departments of the company’s headquarters, branches and subsidiaries;
(VI) controlling shareholders of the company and shareholders holding more than 5%;
(VII) other units, organizations or individuals with information disclosure obligations and responsibilities.
Chapter II Basic Principles and general provisions of information disclosure
Article 6 basic principles of information disclosure:
(I) earnestly fulfill the responsibility of continuous information disclosure of the company and truthfully disclose information in strict accordance with relevant regulations;
(II) the company and its directors, supervisors and senior managers shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information;
(III) information disclosure should reflect the principle of openness, fairness and fairness to all shareholders. The company ensures that all shareholders have equal access to the information disclosed by the company, and strives to create an economic and convenient way for investors to obtain information;
(IV) before the insider information is disclosed according to law, any insider shall not disclose or disclose the information, and shall not use the information for insider trading;
(V) the company and relevant information disclosure obligors shall timely perform the obligation of information disclosure according to law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions;
(VI) the information disclosed by the company and relevant information disclosure obligors shall be based on objective facts or judgments and opinions with factual basis, truthfully reflect the actual situation, and there shall be no false records; The company’s disclosure of predictive information and other information related to the company’s future operation and financial status shall be reasonable, prudent and objective;
(VII) the information voluntarily disclosed by the company and relevant information disclosure obligors shall not conflict with the information disclosed according to law, shall not mislead investors, shall maintain the continuity and consistency of information disclosure, and shall not be selectively disclosed;
(VIII) ensure that the publicly disclosed information is submitted to Shanghai Stock Exchange within the specified time.
Article 7 when the company is unable to determine whether the relevant information must be disclosed, it shall seek the opinions of the securities regulatory department and decide on the events and methods of disclosure after examination.
Article 8 the information disclosed by the company and other information disclosure obligors according to law shall be published on the website of the Shanghai Stock Exchange and the media meeting the conditions stipulated by the CSRC, and shall be kept at the company’s domicile and the Shanghai stock exchange for public inspection.
The full text of the information disclosure documents shall be disclosed on the website of the Shanghai Stock Exchange and the websites of newspapers and periodicals that meet the conditions prescribed by the CSRC. The summaries of information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of the Shanghai Stock Exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC. At the same time, the company should actively use the company’s website for information disclosure.
The company shall not release information on the company’s website and other media before the designated newspapers and designated websites. The company shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, and shall not replace the temporary reporting obligations in the form of regular reports.
Article 9 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to Fujian regulatory bureau of CSRC.
Article 10 the company’s information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the company shall ensure that the contents of the two versions are consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Article 11 Where the information to be disclosed by the company and relevant information disclosure obligors is recognized as a state secret according to law, and the disclosure or performance of relevant obligations in accordance with the stock listing rules of Shanghai Stock Exchange may lead to its violation of laws and regulations or endanger national security, it may be exempted from disclosure in accordance with the relevant provisions of Shanghai Stock Exchange. The information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets and business sensitive information. If the disclosure or performance of relevant obligations in accordance with the stock listing rules of Shanghai Stock Exchange may lead to improper competition, damage the interests of the company and investors or mislead investors, the disclosure of the information may be suspended or exempted in accordance with the relevant provisions of Shanghai Stock Exchange.
In addition to meeting the requirements of the preceding paragraph, the information to be suspended or exempted from disclosure shall also meet the following conditions:
(I) relevant information is not disclosed;
(II) the insider of the relevant inside information has made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
If the reasons for the suspension or exemption of disclosure have been eliminated, the company shall disclose relevant information in time, and explain the reasons for the failure to disclose in time, the decision-making procedures performed by the company on the suspension or exemption of disclosure and the confidentiality measures taken.
Chapter III contents and standards of information disclosure
Article 12 the information that the company shall publicly disclose mainly includes:
(I) regular reports of the company;
(II) an interim report issued by the company according to law in case of major events that may have a great impact on the trading price of the company’s securities and their derivatives; and
(III) prospectus, prospectus, listing announcement, acquisition report, etc.
Article 13 the company’s information disclosure standards shall strictly comply with the provisions of the securities law, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association.
Article 14 periodic reports:
(I) the regular reports that the company should disclose include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors’ value judgment and investment decision-making shall be disclosed. The financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law.
(II) the annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim report within two months from the end of the first half of each fiscal year, and the quarterly report within one month after the end of the first three months and the first nine months of each fiscal year. The disclosure time of the quarterly report of the first quarter shall not be earlier than that of the annual report of the previous year.
(III) the content, format and preparation rules of periodic reports shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
(IV) the contents of the periodic report shall be examined and approved by the board of directors of the company. Regular reports that have not been examined and approved by the board of directors shall not be disclosed.
The directors and senior managers of the company shall sign written confirmation opinions on the periodic reports, stating whether the preparation and review procedures of the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and whether the contents of the reports can truly, accurately and completely reflect the actual situation of the company.
The board of supervisors shall review the periodic reports prepared by the board of directors and put forward written review opinions. The supervisor shall sign a written confirmation opinion. The written review opinions issued by the board of supervisors on the periodic report shall explain whether the preparation and review procedures of the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and whether the contents of the report can truly, accurately and completely reflect the actual situation of the company.
The directors and supervisors cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report, or
If the applicant has any objection, he shall vote against or abstain from voting when the board of directors or the board of supervisors deliberates and examines the periodic report.
If the directors, supervisors 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 the written confirmation opinions, which shall be disclosed by the company. If the company does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
Directors, supervisors and senior managers shall follow the principle of prudence when expressing their opinions in accordance with the provisions of the preceding paragraph, and their responsibility to ensure the authenticity, accuracy and integrity of the contents of periodic reports is naturally exempted not only because of their opinions.
(V) if the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
(VI) in case of performance disclosure before the disclosure of the periodic report, or performance rumors and abnormal fluctuations in the trading of the company’s securities and their derivatives, the company shall timely disclose the relevant financial data of the reporting period.
(VII) if the financial and accounting report in the periodic report is issued with a non-standard audit report, the board of directors shall make a special explanation on the matters involved in the audit opinion.
Article 15 interim report:
(I) announcements other than periodic reports disclosed by the company are interim reports, including but not limited to the following contents:
(1) Resolutions of the board of directors, the board of supervisors and the general meeting of shareholders;
(2) Transactions that should be disclosed;
(3) Connected transactions that should be disclosed;
(4) Other major events that should be disclosed.
(II) the transactions to be disclosed mentioned in Item (2) of paragraph (I) of this article include but are not limited to: (1) purchase or sale of assets;
(2) Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(3) Provide financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(4) Provide guarantee (including guarantee for holding subsidiaries);
(5) Leased in or leased out assets;
(6) Entrusted or entrusted management of assets and businesses;
(7) Donated or donated assets;
(8) Reorganization of creditor’s rights and debts;
(9) Sign a license agreement;
(10) Transfer or transfer of R & D projects;
(11) Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
(12) Other transactions recognized by China Securities Regulatory Commission or Shanghai Stock Exchange.
The above purchase or sale of assets does not include the purchase or sale of assets related to daily operation (including the purchase of raw materials, fuel and power, the acceptance of labor services, the sale of products and commodities, the provision of labor services, project contracting, and other transactions related to daily operation), However, the purchase or sale of such assets involved in asset replacement is still included. (III) the definition, specific disclosure standards and procedures of connected transactions referred to in Item (3) of paragraph (I) of this article shall be in accordance with the relevant regulatory provisions of China Securities Regulatory Commission and Shanghai Stock Exchange and the Fujian
