Inner Mongolia Dazhong Mining Co.Ltd(001203)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to standardize and strengthen the management of Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as the “company”) information disclosure, improve the management level and quality of information disclosure, and earnestly safeguard the legitimate rights and interests of the company and investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) These measures are formulated in accordance with the relevant provisions of laws, regulations and rules, such as the measures for the administration of information disclosure of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 – administration of information disclosure affairs, and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules).
Article 2 the “significant information” referred to in these Measures refers to the information that should be disclosed in accordance with laws, administrative regulations, departmental rules, normative documents, listing rules, standardized operation and other relevant provisions and may or has had a significant impact on the trading price of the company’s securities and their derivatives, including the following information:
(I) information related to the company’s performance, profit distribution and other matters, such as financial performance, profit forecast, profit distribution and conversion of capital reserve into share capital;
(II) information related to the company’s acquisition and merger, asset reorganization and other matters;
(III) information related to the company’s business matters, such as the development of new products and inventions, the conclusion of major business plans in the future, the approval of patents and government departments, and the signing of major contracts;
(IV) information related to the company’s stock issuance, repurchase, equity incentive plan and other matters; (V) information related to major litigation or arbitration matters of the company;
(VI) information related to transactions and related party transactions that should be disclosed;
(VII) relevant information on other matters to be disclosed as stipulated in relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules, standardized operation and other relevant rules of the exchange.
“Public disclosure” in these Measures means that the company and relevant information disclosure obligors announce information on qualified media in accordance with laws, administrative regulations, departmental rules, normative documents, listing rules, standardized operation and other relevant provisions. The material information not publicly disclosed is the material information not publicly disclosed.
The “specific objects” mentioned in these Measures refer to institutions and individuals that are easier to access the subject of information disclosure than ordinary small and medium-sized investors, have more information advantages, and are likely to use relevant information for securities trading or dissemination of relevant information, including:
(I) institutions, individuals and their affiliates engaged in securities analysis, consulting and other securities services;
(II) institutions, individuals and their affiliates engaged in securities investment;
(III) shareholders holding or controlling more than 5% of the company’s shares and their affiliates;
(IV) news media, journalists and their affiliates;
(V) other units or individuals recognized by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Article 3 these measures are 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 and holding subsidiaries of the company;
(VI) controlling shareholders, actual controllers and shareholders holding more than 5% of the shares of the company;
(VII) other company personnel and departments responsible for information disclosure.
The obligors of the company’s information disclosure shall strictly abide by the provisions of relevant national laws, regulations and these measures, perform the obligation of information disclosure and abide by the discipline of information disclosure.
Chapter II Basic Principles of company information disclosure
Article 4 the information disclosure mentioned in this system refers to the information of major events that may have a great impact on the price of the company’s shares and derivatives and are not known to investors in accordance with the standards and requirements of the securities regulatory authorities on the information disclosure of listed companies, and in accordance with relevant laws, regulations, departmental rules and normative documents of the securities regulatory authorities, mainly including but not limited to:
(I) regular reports publicly released by the company according to law;
(II) interim reports issued by the company to the public in accordance with the law (including but not limited to the announcement of resolutions of the general meeting of shareholders, the announcement of resolutions of the board of directors and the board of supervisors, the announcement of transactions and other major matters; and interim reports on other matters deemed necessary to be disclosed by Shenzhen Stock Exchange)
(III) involving the company’s major business decisions or other information that should be publicized;
(IV) other matters deemed necessary to be disclosed by the CSRC and the exchange.
Article 5 the company shall disclose information truthfully, accurately, completely and timely in strict accordance with laws, regulations and the articles of association, and prohibit fraud and insider trading.
Article 6 in addition to the mandatory disclosure of information, the company shall actively and timely disclose all information that may have a substantive impact on the decisions of shareholders and other stakeholders, and ensure that all shareholders have equal access to information.
Article 7 the company shall perform the following basic obligations of information disclosure:
(I) timely disclose all information that may have a significant impact on the price of the company’s shares and derivatives. The information publicly disclosed by the company must be submitted to Shenzhen Stock Exchange at the first time;
(II) before the public disclosure of the company’s information, the directors, supervisors, senior managers and other insiders of the company are responsible for ensuring that the insiders of the information are kept to a minimum;
(III) ensure that the contents of information disclosure are true, complete, accurate and timely without false and misleading statements or major omissions;
(IV) the company and its directors, supervisors and senior managers shall not disclose insider information, conduct insider trading or cooperate with others to manipulate securities trading prices.
Article 8 the information disclosed by the company shall be easy to understand. At the same time, it ensures that investors can obtain information in an economical and convenient way.
Article 9 if the company has any doubt about the performance of the above basic obligations, it shall consult the Shenzhen Stock Exchange.
Article 10 the information disclosed according to law shall be published on the website of the stock exchange and the media meeting the conditions prescribed by the CSRC, and shall be kept at the company’s domicile and the stock exchange for the public to consult.
The full text of the information disclosure documents shall be disclosed on the website of the stock exchange and the website 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 stock exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
Information disclosure obligors shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, and shall not replace the interim reporting obligations that should be performed in the form of regular reports. Article 11 in case of any error, omission or misleading in the company’s announcement, the company shall make an explanation and supplement the announcement in accordance with the requirements of Shenzhen Stock Exchange.
Article 12 the information disclosed by the company shall be easy for investors to understand. The company shall help investors obtain information at the lowest cost and in a convenient way, including through the Internet and other channels.
Article 13 if the relevant matters to be implemented by the company are major matters that should be disclosed, the company shall follow the principle of phased disclosure and perform the obligation of information disclosure.
Article 14 the information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets. If the timely disclosure or performance of relevant obligations may lead to unfair competition, damage to the interests of the company or violation of laws and regulations, and meet the following conditions, the company may apply to Shenzhen Stock Exchange. With consent, the disclosure may be suspended in accordance with the provisions:
(I) the information to be disclosed has not been disclosed;
(II) relevant insiders have made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
In principle, the time limit for the company and relevant information disclosure obligors to suspend the disclosure of temporary trade secrets shall not exceed two months. If the reasons for suspension or exemption from disclosure have been eliminated, the company and relevant information disclosure obligors shall disclose in time, and explain the review procedures performed, confidentiality measures taken, etc. Article 15 under the following circumstances, if the company considers that it is unable to disclose information in accordance with the provisions, it may apply to Shenzhen stock exchange for exemption;
(I) the information to be disclosed belongs to state secrets, trade secrets or other circumstances recognized by Shenzhen Stock Exchange;
(II) the company has sufficient reasons to believe that the disclosure of certain information will damage the interests of the company;
(III) the company’s proposed disclosure of confidential information may lead to violation of relevant national laws and regulations.
Chapter III contents and standards of information disclosure
Article 16 the forms of information disclosure of the company include regular reports and interim reports. Annual, interim and quarterly reports are periodic reports:
(I) quarterly report: the company shall complete and disclose the quarterly report within 30 days after the end of the first three and nine months of each fiscal year, publish the text of the quarterly report on the designated newspaper of the company, and publish the full text of the quarterly report (including the text and appendix) on the designated website of Shenzhen Stock Exchange, However, the disclosure time of the first quarter report shall not be earlier than that of the annual report of the previous year; (II) interim report: the company shall complete and disclose the interim report within two months from the end of the first six months of each fiscal year, publish the summary of the interim report in the newspaper designated by the company, and publish the full text of the interim report on the website designated by Shenzhen Stock Exchange;
(III) annual report: the company shall prepare and disclose the annual report within four months from the end of each fiscal year, disclose the summary of the annual report in the newspaper designated by the company, and disclose the full text on the website designated by Shenzhen Stock Exchange;
(IV) in case of any loss or substantial change in the company’s expected operating performance, the company shall make a performance forecast in time.
(V) in case of performance leakage before the disclosure of the company’s regular report, or performance rumors and abnormal fluctuations in the company’s securities trading, the company shall timely disclose the relevant financial data of the reporting period.
(VI) if a non-standard audit opinion is issued in the financial and accounting report in the periodic report, the board of directors of the company shall make a special explanation on the matters involved in the audit opinion.
(VII) the company shall agree with the Shenzhen Stock Exchange on the disclosure time of the periodic report and handle the disclosure of the periodic report within the arranged time. If the company is not expected to disclose the periodic report within the specified time limit, it shall submit a written application to the Shenzhen Stock Exchange in advance, state the reasons for the change, and specify the disclosure time after the change.
Article 17 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 company’s 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 listed company. The board of supervisors of the company shall review the company’s periodic reports prepared by the board of directors. 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 listed company.
If the directors and supervisors of the company cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall vote against or abstain from voting when the board of directors or the board of supervisors deliberates and reviews 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.
Article 18 the company shall disclose matters that have a great impact on the trading price of stocks and derivatives in the form of temporary announcement. The company shall timely submit and disclose the interim report to Shenzhen Stock Exchange. The relevant documents for future reference involved in the interim report shall be disclosed on the designated website at the same time.
Article 19 major events in this system refer to those that have a great impact on the trading price of the company’s shares and derivatives, including:
(I) resolutions of the general meeting of shareholders;
(II) resolutions of the board of directors and the board of supervisors;
(III) transactions to be disclosed;
(IV) related party transactions to be disclosed;
(V) major litigation and arbitration;
(VI) change the investment project of raised funds;
(VII) performance forecast, performance express and profit forecast;
(VIII) profit distribution and conversion of capital reserve into share capital;
(IX) abnormal fluctuation and clarification of stock trading
(x) share repurchase;
（11） Major risk matters (see article 30 of the system for details);
（12） Other matters that have a great impact on the trading price of the company’s shares and derivatives.
Article 20 the company shall timely disclose major matters when they first occur at any of the following time points: (I) when the board of directors or the board of supervisors forms a resolution on the major matters;
(II) when the parties concerned sign a letter of intent or agreement (whether with or without conditions or time limit) on major matters;
(III) any director, supervisor or senior manager of the company knows or should know the major event.
Article 21 If a major event is still in the planning stage, but one of the following circumstances occurs before the relevant time point mentioned in the previous article, the company shall disclose the relevant planning and existing facts in time: (I) it is difficult to keep the major event confidential;
(II) the major event has been disclosed or there are media reports and market rumors;
(III) abnormal fluctuations in the trading of the company’s shares and their derivatives.
Article 22 after disclosing the interim report in accordance with Articles 20 and 21, the company shall also continuously disclose the progress of major events in accordance with the following provisions:
(I) if the board of directors, the board of supervisors or the general meeting of shareholders has formed a resolution on major matters, the resolution shall be disclosed in time;
(II) if the company signs a letter of intent or agreement with relevant parties on major matters, the main contents of the letter of intent or agreement shall be disclosed in time; If the content or performance of the above-mentioned letter of intent or agreement changes significantly or is dissolved or terminated, the situation and reasons for the significant change, dissolution or termination shall be disclosed in a timely manner;
