Fujian Yongfu Power Engineering Co.Ltd(300712)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to standardize the information management of Fujian Yongfu Power Engineering Co.Ltd(300712) (hereinafter referred to as “the company” or “the company”), ensure the authenticity, accuracy, integrity, timeliness and fairness of external information disclosure, and protect 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”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of information disclosure of listed companies, the standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “gem Stock Listing Rules”), and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “gem stock listing rules”)“ The system is formulated in accordance with the relevant laws and regulations such as the guidelines for standardized operation, other normative documents and the relevant provisions of the Fujian Yongfu Power Engineering Co.Ltd(300712) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall timely and accurately perform the obligation of information disclosure in accordance with the GEM Listing Rules and other relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as the “exchange”).
Article 3 the information disclosure mentioned in this system refers to the information that meets the standard requirements of the securities regulatory authorities on the information disclosure of listed companies and may have a great impact on the price of the company’s shares and derivatives in accordance with relevant laws, regulations, departmental rules and normative documents of the securities regulatory authorities, but the investors have not been informed of, through the specified media within the specified time, It shall be announced to the public in the prescribed manner and filed with the securities regulatory department.
Article 4 the information disclosure management system shall be applicable to the following personnel and institutions:
(i) The Secretary of the board of directors and the office of the board of directors of the company;
（2） Directors and board of directors of the company;
（3） The company’s supervisors and the board of supervisors;
（4） Senior management of the company;
（5） Responsible persons of all departments of the company’s headquarters, branches and subsidiaries;
（6） Controlling shareholders, actual controllers, shareholders holding more than 5% and persons acting in concert of the company;
（7） Other company personnel and departments responsible for information disclosure.
The above institutions and personnel are collectively referred to as information disclosure obligors.
Article 5 the company shall disclose information truthfully, accurately, completely and timely, without false records, misleading statements or major omissions, and shall publicly disclose information to all investors at the same time.
Article 6 the company shall ensure that before the disclosure of insider information according to law, any insider shall not disclose or disclose the information, and shall not use the information for insider trading.
Article 7 the company’s information disclosure documents mainly include prospectus, prospectus, listing announcement, periodic report and interim report, etc.
Article 8 when a company discloses information according to law, it shall submit the draft of the announcement and relevant documents for future reference to the exchange for registration, It shall also be published in the media designated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). The release of information on the company’s website and other media shall not precede the designated media, and shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, or replace the interim reporting obligations in the form of regular reports.
If necessary, the company and relevant information disclosure obligors may release the information to be disclosed through press conferences, media interviews, the company’s website, online self media and other means during non trading hours, but the company shall disclose relevant announcements before the beginning of the next trading period.
Prior to the announcement by the designated media, it is not allowed to disclose or disclose undisclosed major information by any other means such as press release or answering reporters’ questions.
The directors, supervisors and senior managers of the company shall abide by and urge the company to abide by the above provisions.
Article 9 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to Fujian securities regulatory bureau and keep them at the company’s domicile for public inspection.
Article 10 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 the information disclosure documents and announcements of the company and the management activities of information disclosure affairs shall be subject to the supervision and monitoring of the CSRC and the exchange, and the information shall be disclosed in a timely and accurate manner according to law.
Article 12 when the company communicates with investors on the company’s operation, financial status and other matters through annual report explanation meetings, analyst meetings, roadshows, etc., it shall not disclose or disclose unpublished major information. It can broadcast live on the Internet so that all investors have the opportunity to participate.
When institutional investors, analysts, news media and other specific objects come to the company for on-site visit, discussion and communication, the company shall reasonably and properly arrange the visit process to avoid visitors having the opportunity to obtain unpublished major information. When the company needs to submit documents and provide undisclosed major information to the shareholders, actual controllers or banks, tax, statistics departments, intermediaries and business negotiation counterparties of the company due to special circumstances, it shall timely report to the exchange and perform the obligation of information disclosure in accordance with the relevant provisions of the exchange. The company shall also require intermediaries and business negotiation counterparties to sign confidentiality agreements to ensure that they will not disclose relevant information, and promise not to buy or sell the company’s shares and their derivatives before the announcement of relevant information.
Article 13 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed by the company is true, accurate, complete, timely and fair. If the content of the information disclosed cannot be guaranteed to be true, accurate, complete, timely and fair, they shall make corresponding statements in the announcement and explain the reasons. Article 14 the company shall publicly disclose major information to all investors at the same time to ensure that all investors can have equal access to the same information, and shall not privately disclose, disclose or divulge it to specific objects in advance.
The “material information” mentioned in the preceding paragraph refers to the information that may or has had a great impact on the trading price of the listed company’s shares 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;
（2） Information related to the company’s mergers and acquisitions, asset restructuring and other matters;
（3） Information related to the company’s stock issuance, repurchase, equity incentive plan, etc;
（4） Information related to the company’s business matters, such as developing new products and inventions, entering into major business plans in the future, obtaining patents and approval from government departments, and signing major contracts;
（5） Information related to major litigation and arbitration matters of the company;
（6） Information related to transactions and related party transactions that should be disclosed;
（7） Relevant information on other matters to be disclosed as stipulated in relevant laws, administrative regulations, departmental rules, normative documents, gem stock listing rules, standardized operation guidelines and other relevant provisions of the exchange.
Article 15 the company and relevant information disclosure obligors shall strictly follow the principle of fair information disclosure, shall not implement differential treatment policies, and shall not selectively and privately disclose, disclose or divulge undisclosed major information to specific objects.
Article 16 when the company and relevant information disclosure obligors release unpublished major information, they must publicly disclose it to all investors so that all investors can learn the same information at the same time. No individual disclosure, disclosure or disclosure shall be made to institutional investors, analysts, news media and other specific objects in advance.
The above specific objects include but are not limited to:
(i) Institutions, individuals and their affiliates engaged in securities analysis, consulting and other securities services; （2） Institutions, individuals and their affiliates engaged in securities investment;
（3） Shareholders and their affiliates who hold or control more than 5% of the shares of the listed company;
（4） News media and journalists and their affiliates;
（5） Other institutions or individuals recognized by the company or the exchange.
Article 17 Where a company makes voluntary information disclosure, it shall abide by the principle of fair information disclosure and avoid selective information disclosure. The company shall not use voluntary information disclosure to engage in market manipulation, insider trading or other illegal acts.
If the information voluntarily disclosed by the company changes significantly, which may affect the decision-making of investors, the company shall timely disclose the progress announcement, explaining the latest changes and their reasons.
Article 18 before direct communication with specific objects, the company shall require specific objects to issue company certificates or ID cards and other materials, and require specific objects to sign a letter of commitment, which shall be kept by the office of the board of directors. However, the listed company is invited to participate in the investment strategy analysis meeting held by the Institute of securities companies and other institutions.
You can sign a letter of commitment with the company on a single survey, visit, interview, discussion and other direct communication matters, or you can sign a letter of commitment valid within a certain period of time with the company. If a specific object signs a letter of commitment valid for a certain period with the company, it can only be signed in the name of the organization.
In the process of communication with specific objects, the company shall make meeting minutes. The office of the board of directors of the company shall file and properly keep the meeting minutes, on-site recording (if any), presentation (if any), documents provided to the other party (if any).
After communicating with specific objects, the company shall require specific objects to inform the listed company of the investment value analysis report, press release and other documents formed based on communication before release or use. The company shall verify the above documents in accordance with the provisions of the standardized operation guidelines of the exchange.
Article 19 the company shall carefully check the investment value analysis report, press release and other documents notified by specific objects. If it is found that there are errors and misleading records, it shall be required to correct them; If it refuses to correct, the company shall issue a Clarification Announcement in time. If any undisclosed material information is found, the company shall immediately report to the exchange and make an announcement.
Article 20 Where the company provides the disclosed information and relevant materials to specific objects such as institutional investors, analysts or news media, if other investors also put forward the same requirements, the company shall provide them equally.
Article 21 the company may expand the scope of information dissemination by holding press conferences, investor talks, online briefings, etc., so that more investors can know the major information disclosed by the company in time. Article 22 in the process of implementing the refinancing plan (including non-public offering), the company shall pay special attention to the fairness of information disclosure when conducting inquiry, promotion and other activities to specific individuals or institutions, and shall not attract them to subscribe for the company’s securities by providing them with unpublished material information.
Article 23 the company shall not disclose or disclose unpublished material information at the general meeting of shareholders. If the event notified to the shareholders belongs to the situation of not disclosing major information, the notified event shall be disclosed at the same time as the announcement of the resolution of the general meeting of shareholders.
Article 24 the directors, supervisors and senior managers of the company shall inform the Secretary of the board of directors before accepting the interview and research of specific objects, and the Secretary of the board of directors shall properly arrange the interview or research process and participate in the whole process. The interviewee or researcher shall form a written record of the investigation process and the contents of the meeting, and jointly sign with the interviewee or researcher for confirmation. The Secretary of the board of directors shall sign for confirmation at the same time.
Article 25 the Secretary of the board of directors of the company shall report the written records to the exchange for filing within two trading days after the relevant personnel accept the interview and research of specific objects.
Article 26 before information disclosure, the company and its directors, supervisors, senior managers, relevant information disclosure obligors and other insiders shall keep the insiders of the information to a minimum, shall not disclose undisclosed material information, shall not engage in insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
In case of any undisclosed major information leakage, market rumors or abnormal fluctuations in stock trading, the company and relevant information disclosure obligors shall take timely measures, report to the exchange and make an announcement immediately.
Article 27 the controlling shareholders, actual controllers and other relevant information disclosure obligors of the company shall exercise the rights of shareholders according to law and shall not abuse the rights of shareholders to damage the interests of the company or other shareholders.
Shareholders, actual controllers, purchasers and other relevant information disclosure obligors of the company shall perform their information disclosure obligations in accordance with relevant regulations, actively cooperate with the listed company in information disclosure, timely inform the listed company of major events that have occurred or are to occur, and strictly fulfill their commitments.
The shareholders and actual controllers of the company shall pay special attention to the confidentiality of major matters in the planning stage. If there are reports or rumors related to the company’s shareholders and actual controllers that may have a great impact on the trading price of the company’s shares and their derivatives in the public media, the shareholders and actual controllers shall timely and accurately inform the company of the matters involved in the reports or rumors, and actively cooperate with the company’s investigation and relevant information disclosure.
Article 28 after being registered by the exchange, the company’s periodic report and interim report shall be disclosed on the website designated by the CSRC (hereinafter referred to as the “designated website”) and the company’s website. The summary of the periodic report shall also be disclosed in the newspapers and periodicals designated by the CSRC.
If the company fails to disclose according to the set time, or the contents of the documents disclosed on the media designated by the CSRC are inconsistent with the contents of the documents submitted to the exchange for registration, it shall immediately report to the exchange.
Article 29 the company shall be equipped with communication equipment necessary for information disclosure, strengthen communication and exchange with investors, especially public investors, set up a special investor consultation telephone and make an announcement. If there is any change in the consultation telephone, it shall make an announcement in time and publish it on the company’s website.
The company shall ensure that the consultation telephone line is unblocked and that there is a specially assigned person to answer it during working hours. In case of major events or other necessary circumstances, the company shall open multiple telephones to answer investor inquiries.
The company shall set up a special column on investor relations on the company’s website, hold regular meetings with investors, timely respond to the concerns of public investors, and enhance investors’ understanding of the company.
Article 30 Where 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 interests of the company or mislead investors, and meets the following conditions, the company may apply to the 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） 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 the 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 is not approved by the 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 31 the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by the exchange《
