Yunnan Copper Co.Ltd(000878) information disclosure management system (revised at the 27th meeting of the eighth board of directors and the 24th Meeting of the eighth board of supervisors on December 14, 2021)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Yunnan Copper Co.Ltd(000878) (hereinafter referred to as the company) and protect the legitimate rights and interests of investors, this system is formulated in accordance with the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies issued by the China Securities Regulatory Commission, the securities regulatory rules of Shenzhen Stock Exchange and other laws and administrative regulations, and in combination with the actual situation of the company.
Article 2 the term “information disclosure” as mentioned in this system refers to the disclosure of information that may affect investors’ decision-making or have a significant impact on the trading price of the company’s securities and their derivatives to the public in the form of announcement within the specified time, on the media in accordance with the provisions of the China Securities Regulatory Commission, as well as relevant laws Other information required to be disclosed by laws and regulations and the securities regulatory rules of Shenzhen Stock Exchange shall be timely reported to the China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 3 the term “information disclosure obligors” as mentioned in this system refers to the company and its directors, supervisors, senior managers, shareholders, actual controllers, purchasers, natural persons, units and related personnel 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 4 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.
Before the disclosure of inside information according to law, insiders of inside information and those who illegally obtain inside 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 5 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 6 in addition to the information that needs to be disclosed according to law, the information disclosure obligor may voluntarily disclose the information related to the value judgment and investment decision made by the investor, but it shall not conflict with the information disclosed according to law or mislead the investor. The information voluntarily disclosed by the information disclosure obligor 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 information disclosure obligor 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 the voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 7 if the company, its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 8 the company’s information disclosure documents shall be in Chinese and in foreign languages at the same time, the information disclosure obligor shall ensure that the contents of the two texts are consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Article 9 information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 10 the information disclosed by the company according to law shall be published on the website of the stock exchange and the media meeting the conditions stipulated by the CSRC, and shall be kept at the company’s domicile for public inspection.
The full text of the information disclosure documents shall be disclosed on the website of Shenzhen Stock Exchange and the website of newspapers and periodicals that meet the conditions prescribed by the CSRC, and the summaries of information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of Shenzhen Stock Exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
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.
Chapter II Contents and standards of information disclosure
Section I periodic reports
Article 11 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 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 12 the company shall disclose the annual report within four months from the end of each fiscal year, the semi annual 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 nine months of each fiscal year. The disclosure time of the company’s first quarterly report shall not be earlier than the disclosure time of the company’s annual report of the previous year.
If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall timely announce the reasons, solutions and the deadline for delayed disclosure. Article 13 the contents of the periodic report shall be disclosed after being reviewed 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 14 Where the company is expected to have losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 15 in case of performance disclosure before the disclosure of the company’s 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 16 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 II interim report
Article 17 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 the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include but are not limited to:
(i) Major changes in the company’s business policy and business scope;
（2） For the company’s major investment, the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business exceeds 30% of the assets at one time;
（3） The company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
（4） Breach of the company’s major debts and failure to pay off major debts due;
（5） Major losses or other major losses of the company;
（6） The external conditions of the company’s production and operation have changed significantly;
（7） Changes in directors, more than one-third of supervisors or managers of the company; the chairman or manager is unable to perform his duties;
（8） The shareholders or actual controllers who hold more than 5% of the shares of the company have great changes in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises controlled by them have great changes in their engagement in the same or similar business as the company;
（9） The company’s plans for dividend distribution and capital increase, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down;
（10） Major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or declared invalid according to law;
（11） The company is investigated by the competent authority for suspected violations of laws and regulations, and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are investigated or taken compulsory measures by the competent authority for suspected violations of laws and disciplines;
（12） The company has large liability for compensation;
（13） The company withdraws large asset impairment reserves;
（14） The shareholders’ equity of the company is negative;
（15） 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;
（16） Newly promulgated laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
（17） The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off and listing or listing;
（18） The court ruled to prohibit the controlling shareholder from transferring its shares; More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or voting rights are restricted according to law, or there is a risk of forced transfer of ownership;
（19） Major assets are sealed up, seized or frozen: major bank accounts are frozen;
（20） Loss or substantial change in the company’s expected operating performance; （21） Major or all businesses come to a standstill;
（22） 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; (XXIII) the company appoints and dismisses accounting firms;
（24） Major independent changes in accounting policies and accounting estimates;
（25） Being ordered to correct by the competent authority or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（26） 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;
（27） 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;
（28） The company changes the company name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number;
（29） Other matters that may have a significant impact on the production, operation and financial status of the company or other matters specified 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 18 the company shall timely perform the obligation of information disclosure of major events 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) it is difficult to keep the major event 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 19 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 20 Where the major events mentioned in Article 17 of the system 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 company’s securities and their derivatives, the company shall perform the obligation of information disclosure.
Article 21 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 company, the information disclosure obligor shall perform the obligation of reporting and announcement according to law and disclose the changes in equity.
Article 22 the company shall pay attention to the abnormal transactions of the company’s securities and their derivatives and the media reports on the company. In case of abnormal trading of the company’s securities and their derivatives or news in the media that may have a significant impact on the trading of the company’s securities and derivatives, the company shall timely learn the true situation from relevant parties and make inquiries in writing if necessary.
The controlling shareholders, actual controllers and persons acting in concert of the company shall timely and accurately inform the company whether there is any planned equity transfer, asset restructuring or other major events, and cooperate with the company in information disclosure.
Article 23 Where the trading of securities and their derivatives of the company is recognized as abnormal trading by the CSRC or the stock exchange, the company shall timely understand the influencing factors causing abnormal fluctuations in the trading of securities and their derivatives and disclose them in a timely manner. Article 24 If the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by the exchange, timely disclosure may damage the public
