Information disclosure management system
general provisions
Article 1 in order to improve the quality of information disclosure of Xi’An Shaangu Power Co.Ltd(601369) (hereinafter referred to as “the company”), ensure the correct performance of information disclosure obligations, and safeguard the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, 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 company law”)“ Securities Law) The administrative measures for information disclosure of listed companies (hereinafter referred to as the “administrative measures”), the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and the through train business guidelines for information disclosure of listed companies of Shanghai Stock Exchange (hereinafter referred to as the “through train business guidelines”) ）This system is hereby formulated in combination with the actual situation of the company.
Article 2 this system is applicable to the information disclosure and confidentiality of the company engaged in acts that may have a significant impact on the company’s stock price or events that may have a significant impact on the company’s stock price.
Article 3 the information disclosure obligors mentioned in this system include:
(i) Directors, supervisors and senior managers of the company;
（2） Responsible persons of all departments, branches and subsidiaries of the company;
（3） The company’s controlling shareholders, actual controllers, shareholders holding more than 5% shares and persons acting in concert; (IV) other information disclosure obligors specified in laws, regulations and normative documents.
Chapter II Basic Principles and general provisions of information disclosure
Article 4 principles of information disclosure:
(i) Timely disclose all information that may have a significant impact on the company’s stock price.
（2） The information disclosed shall be true, accurate, complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions.
（3） The company and relevant information disclosure obligors shall publicly disclose information to all investors at the same time to ensure that all shareholders have equal access to information. They shall not disclose information to any unit or individual in advance, unless otherwise provided by laws and administrative regulations.
Article 5 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 legally established by the newspapers and periodicals meeting the conditions prescribed by the CSRC. The summaries of the information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of the stock exchange and the newspapers and periodicals meeting the conditions prescribed by the CSRC.
Article 6 in addition to the information required to be disclosed according to law, the company and relevant information disclosure obligors may voluntarily disclose information related to investors’ value judgment and investment decisions, but shall not conflict with the information disclosed according to law or mislead investors.
The information voluntarily disclosed by the company and relevant information disclosure obligors shall be true, accurate and complete. Voluntary information disclosure shall abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not make selective disclosure.
The company and relevant information disclosure obligors shall not use the information voluntarily disclosed to improperly affect the trading price of the company’s securities and their derivatives, and shall not use voluntary information disclosure to engage in illegal acts such as market manipulation. Article 7 where the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 8 the company and other information disclosure obligors shall not release information on the company’s website and other media before the designated media, 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 temporary reporting obligations that should be performed in the form of regular reports.
Article 9 the company’s information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the information disclosure obligor 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 10 the company and relevant information disclosure obligors shall pay attention to the reports of the public media (including major websites) on the company and the trading of the company’s shares and their derivatives, timely understand the real situation from relevant parties, truthfully respond to the inquiries raised by Shanghai Stock Exchange on the above matters within the specified time limit, and in accordance with the listing rules And the requirements of Shanghai Stock Exchange to make timely, true, accurate and complete announcements on relevant situations.
Article 11 the company shall be equipped with necessary communication equipment for information disclosure and ensure the smooth flow of external consultation telephone.
Article 12 Where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by Shanghai Stock Exchange, timely disclosure may damage the interests of the company or mislead investors, and meets the following conditions, the company may apply to Shanghai stock exchange for suspension of disclosure, stating the reasons and time limit for suspension of disclosure:
(i) The information to be disclosed is not disclosed;
（2） The written commitment of insiders to confidentiality;
（3） There is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
With the consent of Shanghai Stock Exchange, the company may suspend the disclosure of relevant information. Generally, the period of deferred disclosure shall not exceed 2 months.
If the application for suspension of disclosure is not approved by Shanghai Stock Exchange, the reason for suspension of disclosure has been eliminated or the period for suspension of disclosure expires, the company shall disclose it in time.
Article 13 if the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by Shanghai Stock Exchange, and the disclosure or performance of relevant obligations may lead to its violation of relevant state confidentiality laws and administrative laws or damage the interests of the company, the company may apply to Shanghai Stock Exchange for exemption from disclosure or performance of relevant obligations in accordance with the listing rules.
Chapter III Information Disclosure
Article 14 the information publicly disclosed by the company includes (but is not limited to):
(i) Prospectus;
（2） Prospectus;
（3） Listing announcement;
（4） Acquisition report;
（5） Regular reports, including annual reports and interim reports;
（6） Interim reports, including: announcement of resolutions of the board of directors, the board of supervisors and the general meeting of shareholders; announcement of acquisition and sale of assets; announcement of related party transactions; announcement of major events; announcement of stock changes and fluctuations; announcement of company merger and division, etc.
Chapter IV disclosure of prospectus, prospectus and listing announcement
Article 15 the prospectus prepared by the company shall comply with the relevant provisions of the CSRC. All information that has a significant impact on investors’ investment decisions shall be disclosed in the prospectus.
After the application for public offering of securities has been approved by the CSRC, the company shall announce the prospectus before the issuance of securities.
Article 16 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the prospectus to ensure that the information disclosed is true, accurate and complete.
The prospectus shall be affixed with the official seal of the company.
Article 17 Where a company applies for an initial public offering of shares, after the CSRC accepts the application documents and before the issuance examination committee examines them, the company shall disclose the application draft of the prospectus on the website of the CSRC in advance. The prospectus declaration draft disclosed in advance is not the official document for the company to issue shares and cannot contain price information. The company shall not issue shares accordingly.
Article 18 after the application for securities issuance is approved by the CSRC and before the end of the issuance, if important matters occur, the company shall make a written explanation to the CSRC and, with the consent of the CSRC, revise the prospectus or make a corresponding supplementary announcement.
Article 19 to apply for the listing of Securities for trading, a listing announcement shall be prepared in accordance with the provisions of the stock exchange, and shall be announced after being examined and approved by the stock exchange.
The directors, supervisors and senior managers of the company shall sign written confirmation opinions on the listing announcement to ensure that the information disclosed is true, accurate and complete.
The listing announcement shall be affixed with the official seal of the company.
Article 20 Where the prospectus or listing announcement quotes the professional opinions or reports of the sponsors and securities service institutions, the relevant contents shall be consistent with the contents of the documents issued by the sponsors and securities service institutions, so as to ensure that the quoted opinions of the sponsors and securities service institutions will not be misleading.
Article 21 the provisions of Articles 15 to 20 of the system relating to the prospectus shall apply to the prospectus for corporate bonds.
Article 22 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Chapter V disclosure of periodic reports
Article 23 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors’ value judgments and investment decisions shall be disclosed.
The company shall, in accordance with laws, regulations and other relevant provisions, disclose relevant information on corporate governance in regular reports or interim reports, mainly including:
1. The personnel and composition of the board of directors and the board of supervisors, including the allocation of independent directors;
2. Work and evaluation of the board of directors and the board of supervisors;
3. The work and evaluation of independent directors, including the attendance of independent directors at the meetings of the board of directors, the expression of independent opinions, and their opinions on related party transactions, the appointment and removal of directors and senior managers;
4. The actual situation of corporate governance;
5. Specific plans and measures to improve corporate governance.
Article 24 the annual report shall be disclosed in accordance with the requirements of the securities regulatory department within 4 months from the end of each fiscal year, and the interim report shall be disclosed in accordance with the requirements of the securities regulatory department within 2 months from the end of the first half of each fiscal year.
Article 25 the annual report shall include the following contents:
(i) Basic information of the company;
（2） Main accounting data and financial indicators;
（3） The issuance and changes of the company’s shares and bonds, the total amount of shares and bonds, the total number of shareholders at the end of the reporting period, and the shareholding of the company’s top 10 shareholders;
（4） Shareholders holding more than 5%, controlling shareholders and actual controllers;
（5） The employment, shareholding changes and annual remuneration of directors, supervisors and senior managers;
（6） Report of the board of directors;
（7） Management discussion and analysis;
（8） Major events during the reporting period and their impact on the company;
（9） Full text of financial accounting report and audit report;
（10） Other matters prescribed by the CSRC.
Article 26 the interim report shall include the following contents:
(i) Basic information of the company;
（2） Main accounting data and financial indicators;
（3） The issuance and changes of the company’s shares and bonds, the total number of shareholders, the shareholding of the company’s top 10 shareholders, and the changes of 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 report;
（7） Other matters prescribed by the CSRC.
Article 27 the contents of the periodic report shall be examined and approved by the board of directors of the company. Periodic reports that have not been examined and approved by the board of directors shall not be disclosed.
Article 28 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 listed company.
If a director or supervisor cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or has objections, he 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. Where a listed company does not disclose, 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 29 Where the company expects to incur losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 30 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. Chapter VI disclosure of Interim Report
Article 31 when a major event occurs that may have a great impact on the trading price of the company’s securities and their derivatives, and the investor has not been informed, the company shall immediately disclose it, explaining the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include:
(i) Major events specified in paragraph 2 of Article 80 of the securities law;
（2） The company has large liability for compensation;
（3） The company withdraws large asset impairment reserves;
（4） The shareholders’ equity of the company is negative;
（5） The main debtors of the company are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
（6） The newly promulgated laws, administrative regulations, rules and industrial policies may have a significant impact on the company; (7) the company carries out equity incentive, share repurchase, major asset restructuring, asset spin off or listing;
（8） The court ruled that the controlling shareholder is prohibited from transferring its shares; more than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law, or there is a risk of compulsory transfer of ownership;
（9） Major assets are sealed up, seized or frozen; major bank accounts are frozen;
（10） The listed company is expected to suffer losses or substantial changes in its operating performance;
（11） Major or all businesses come to a standstill;
（12） Obtaining additional income that has a significant impact on the current profits and losses may have a significant impact on the company’s assets, liabilities, equity or operating results
