Tangrenshen Group Co.Ltd(002567)
Administrative measures for information disclosure
Chapter I General Provisions
Article 1 in order to strengthen the management of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as “the company”), standardize the company’s information disclosure, ensure the company’s true, accurate and complete disclosure of information, and safeguard the legitimate rights and interests of the company’s shareholders, especially the public shareholders, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China These administrative measures are hereby formulated in accordance with the provisions of relevant laws, regulations and the articles of association, such as the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules).
Article 2 the information to be disclosed as mentioned in these Administrative Measures refers to all the information that may have a significant impact on the trading price of the company’s shares and their derivatives and has not been known to the investors, as well as the information required to be disclosed by relevant laws, regulations and securities regulatory authorities.
The “information disclosure obligors” mentioned in these Measures refer to the company and its directors, supervisors, senior managers, shareholders, actual controllers, purchasers, 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 3 information disclosure obligors shall timely perform their information disclosure obligations according to law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, and shall not have false records, misleading statements or major omissions.
The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance. However, unless otherwise provided by laws and administrative regulations.
Chapter II Basic Principles of information disclosure
Article 4 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate and complete, and the information disclosure is timely and fair.
Article 5 Where a listed company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall disclose them.
Article 6 before insider information is disclosed according to law, insiders of insider information and those who illegally obtain insider information shall not disclose or disclose the information, and shall not use the information for insider trading. No unit or individual may illegally require the information disclosure obligor to provide information that needs to be disclosed according to law but has not been disclosed.
Article 7 before disclosing information, the company shall submit regular reports, interim reports and other documents and relevant documents for future reference in accordance with the requirements of Shenzhen Stock Exchange. The information disclosed according to law shall be published on the website of Shenzhen Stock Exchange and the media meeting the conditions prescribed by the CSRC, and shall be kept at the company’s domicile and Shenzhen stock exchange for the public to consult.
Chapter III information to be disclosed and disclosure standards
Section I General Provisions
Article 8 the company’s information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 9 the company shall not release information on the company’s website and other media before the designated media. Information disclosure obligors shall not replace their reporting and announcement obligations in any form such as press release or answering reporters’ questions, or replace their interim reporting obligations in the form of regular reports.
Article 10 if the events occurred or related to the company fail to meet the disclosure standards specified in these measures, or there are no specific provisions in these measures, but Shenzhen Stock Exchange or the board of directors of the company believe that the event may have a great impact on the trading price of the company’s shares and their derivatives, the company shall disclose relevant information in time in accordance with the provisions of these measures.
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 Shenzhen Stock Exchange, timely disclosure may damage the interests of the company or mislead investors, and meets the following conditions, it may apply to Shenzhen stock exchange for suspension of disclosure, stating the reasons and time limit for suspension of disclosure:
(i) The information to be disclosed has not been disclosed;
（2） Relevant insiders have made a written commitment to confidentiality;
（3） There is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
With the consent of Shenzhen Stock Exchange, the company may suspend the disclosure of relevant information. Generally, the period of deferred disclosure shall not exceed two months.
Where the application for suspension of disclosure has not been approved by Shenzhen Stock Exchange, the reasons for suspension of disclosure have been eliminated or the period for suspension of disclosure expires, the company shall disclose in time.
Article 13 the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by Shenzhen Stock Exchange, and the disclosure or performance of relevant obligations in accordance with the stock listing rules of Shenzhen Stock Exchange or these administrative measures may lead to the company’s violation of state laws and regulations on confidentiality or damage the interests of the company, May apply to Shenzhen stock exchange for exemption from disclosure or perform relevant obligations.
Section II periodic reports
Article 14 the periodic reports that the company shall disclose include annual reports and interim reports. All information that has a significant impact on investors’ value judgments and investment decisions shall be disclosed.
The financial and accounting reports in the annual report shall be audited by an accounting firm in accordance with the provisions of the securities law. Article 15 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, and the interim report shall be prepared and disclosed within two months from the end of the first half of each fiscal year.
Article 16 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 top ten shareholders of the company;
（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 17 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 top ten shareholders of the company, and the changes of the 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 18 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.
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.
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. 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 19 Where the company expects to incur losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 20 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. Article 21 Where 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.
Section III interim report
Article 22 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） Loss or substantial change in the company’s expected operating performance;
（11） Major or all businesses come to a standstill;
（12） Obtain additional income that has a significant impact on the current profits and losses, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
（13） Appoint or dismiss an accounting firm as the auditor of the company;
（14） Major independent changes in accounting policies and accounting estimates;
（15） Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（16） The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violation of laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities;
（17） The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
（18） Other directors, supervisors and senior managers of the company other than the chairman or manager are unable to perform their duties normally for more than three months or are expected to do so for more than three months due to physical and work arrangements, or are subject to coercive measures taken by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
（19） Other matters prescribed by the CSRC.
If the controlling shareholder or actual controller of the company has a great impact on the occurrence and progress of a major event, it shall timely inform the company in writing of the relevant information it knows, and cooperate with the company to fulfill its obligation of information disclosure. Article 23 Where a company changes its name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact telephone number, it shall disclose them immediately.
Chapter IV transmission, review and disclosure process of undisclosed information
Article 24 information not publicly disclosed shall be unpublished information. The person in charge of each department and subordinate company of the company shall report the unpublished information related to the Department and subordinate company to the Secretary of the board of directors at any of the following time points:
(i) When the board of directors or the board of supervisors forms a resolution on the major event;
（2） When the parties concerned sign a letter of intent or agreement on the major event;
（3） When the directors, supervisors or senior managers are aware of the occurrence of the major event.
In case of any of the following circumstances before the time point specified in the preceding paragraph, the company shall timely disclose the current situation of relevant matters and risk factors that may affect the progress of the event:
(i) The major event is difficult to keep confidential;
（2） The major event has been leaked or there are rumors in the market;
（3） Abnormal transactions of the company’s securities and their derivatives.
Article 25 after the company discloses a major event, if there is any progress or change in the disclosed major event that may have a great impact on the trading price of the company’s securities and their derivatives, the company shall disclose the progress or change and the possible impact in a timely manner.
Article 26 when the directors, supervisors and senior managers know the unpublished information, they shall immediately report to the board of directors. After receiving the report, the chairman shall immediately report to the board of directors and urge the Secretary of the board of directors to organize information disclosure.
After receiving the unpublished information reported by the person in charge of each department and subordinate company of the company or notified by the chairman, the Secretary of the board of directors shall review it. After review, if it is confirmed that it should be disclosed according to law in accordance with laws and regulations, China Securities Regulatory Commission and stock exchange, he shall organize the drafting of announcement draft for disclosure according to law.
Article 27 Where the major events specified in Article 22 of these measures occur in the holding subsidiary of the company, which may have a great impact on the trading price of the company’s securities and their derivatives, the company shall perform the obligation of information disclosure.
In case of any event that may have a great impact on the trading price of the securities and their derivatives of the listed company, the company shall perform the obligation of information disclosure.
Article 28 Where the acquisition, merger, division, issuance of shares, repurchase of shares and other acts of the company lead to significant changes in the total share capital, shareholders and actual controllers of the listed company, the information disclosure obligor shall perform the obligation of reporting and announcement according to law and disclose the changes in rights and interests.
