Guangdong Xinhui Meida Nylon Co.Ltd(000782)
Information disclosure management system
(revised in December 2021)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Guangdong Xinhui Meida Nylon Co.Ltd(000782) (hereinafter referred to as “the company” or “the company”), strengthen the management of information disclosure and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the measures for the administration of information disclosure of listed companies This system is hereby formulated in accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the Guangdong Xinhui Meida Nylon Co.Ltd(000782) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the “information disclosure obligors” mentioned in this system are: the company and its directors, supervisors, senior managers, shareholders, actual controllers, purchasers, natural persons, units and their related personnel related to major asset restructuring, refinancing and major transactions, bankruptcy managers and their members, as well as laws Other subjects undertaking the obligation of information disclosure as stipulated by administrative regulations and the CSRC.
The information disclosure obligor shall truthfully, accurately, completely and timely disclose the information, and shall not have false records, misleading statements or major omissions.
Article 3 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the information disclosed.
Article 4 the company’s information disclosure documents mainly include prospectus, prospectus, listing announcement, periodic report and interim report, etc.
Article 5 when disclosing information according to law, the company shall submit the announcement manuscript and relevant documents for future reference to Shenzhen stock exchange for registration and publish them in the media designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
The time of releasing information on the company’s website and other media shall not be earlier than the designated media, shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, and shall not replace the temporary reporting obligations in the form of regular reports.
Article 6 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to Guangdong securities regulatory bureau and keep them at the company’s domicile for public inspection.
Chapter II Contents and standards of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 7 the preparation of the prospectus 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 is approved by the CSRC, the prospectus shall be announced before the issuance of securities.
Article 8 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 9 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 10 when applying for securities listing and trading, the company shall prepare a listing announcement in accordance with the provisions of Shenzhen Stock Exchange, and make an announcement after being examined and approved by Shenzhen 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 11 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 opinions of the sponsors and securities service institutions are not misleading.
Article 12 the provisions of Articles 7 to 11 of the system on the prospectus shall apply to the prospectus for corporate bonds.
Article 13 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Section II periodic reports
Article 14 the periodic reports that the company shall disclose include annual reports, semi annual reports and quarterly reports. The company shall prepare and disclose periodic reports in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
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 an annual report shall be prepared and disclosed within four months from the end of each fiscal year, a semi annual report within two months from the end of the first half of each fiscal year, and a quarterly report within one month after the end of the first three months and the first nine months of each fiscal year. The disclosure time of the quarterly report of the first quarter shall not be earlier than that of the 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.
The content, format and preparation rules of annual report, semi annual report and quarterly report shall be implemented in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 16 the contents of the periodic report shall be reviewed and approved by the board of directors of the company, and shall not be disclosed without the review and approval of the board of directors.
The directors and senior managers of the company shall sign written confirmation opinions on whether the contents of the periodic report are true, accurate and complete, and explain whether the preparation and review procedures of the board of directors comply with laws, administrative regulations and Chinese regulations.
The board of supervisors shall review the periodic reports prepared by the board of directors, put forward written review opinions and sign written confirmation opinions. The written audit opinions shall state whether the preparation and audit 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 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 state the reasons, express their opinions and disclose them.
Article 17 the company expects that the business performance of the whole year, half year and the first three quarters will be under any of the following circumstances:, The performance forecast shall be made in time: (1) the net profit is negative; (2) the net profit increases or decreases by more than 50% compared with the same period of the previous year; (3) the company shall disclose the performance forecast within the following time limit: (1) the annual performance forecast shall not be later than January 31 of the next year of the reporting period; (2) The performance forecast of the first quarter shall be no later than April 15 of the current year of the reporting period; (3) the semi annual performance forecast shall be no later than July 15 of the current year of the reporting period; (4) the performance forecast of the first three quarters shall be no later than October 15 of the current year of the reporting period.
Article 18 the company may issue a performance express before the disclosure of the periodic report. The performance express shall disclose the data and indicators such as the company’s operating revenue, operating profit, total profit, net profit, total assets, net assets, earnings per share, net assets per share and return on net assets in the current period and the same period of last year.
If the actual performance or financial status predicted by the board of directors of the company is significantly different from the disclosed performance forecast or performance express, the correction announcement shall be disclosed in time.
Article 19 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 20 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.
Article 21 the content, format and preparation rules of annual report, semi annual report and quarterly report shall be implemented in accordance with the relevant provisions of CSRC and Shenzhen Stock Exchange.
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 an interim report to explain the cause, current status and possible impact of the event. The above-mentioned major events include:
(i) Major matters stipulated 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 company’s main debtors are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
（6） Newly promulgated laws, administrative regulations, departmental 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 and listing 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 and frozen, and major bank accounts are frozen; (10) the company expects losses or significant changes in operating performance;
（11） Major or all businesses come to a standstill;
（12） Obtain additional income that has a significant impact on the current profit and loss, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
（13） Appoint or dismiss an accounting firm to audit 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 penalties, administrative penalties by the CSRC for suspected violations of laws and regulations, or major administrative penalties 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 circumstances 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 report the relevant information it knows to the listed company in writing, and cooperate with the company to fulfill the obligation of information disclosure.
Article 23 the company shall timely perform the obligation of first 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 signing the letter of intent or agreement (whether or not there are additional conditions or time limit); (3) when the company (including any director, supervisor or senior manager) knows or should have known of the occurrence of major events.
In case of any of the following circumstances before the time point specified above, 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） The company’s securities and derivatives transactions have abnormal fluctuations.
Article 24 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 progress or change and the possible impact shall be disclosed in time.
Article 25 Where a major event specified in Article 22 of the system occurs to 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 26 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 company shall perform its reporting and announcement obligations according to law and disclose the changes in equity.
Article 27 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 securities and their derivatives or news appearing in the media that may have a significant impact on the trading of the company’s securities and their derivatives, the company shall timely learn the true situation from relevant parties and make inquiries in writing if necessary.
Article 28 the controlling shareholder and actual controller of the company shall take the initiative to inform the board of directors of the company and cooperate with the company to fulfill the obligation of information disclosure when the following events occur.
(i) Shareholders or actual controllers who hold more than 5% of the company’s shares have changed greatly in their holding of shares or control of the company;
（2） The court ruled that the controlling shareholder is prohibited from transferring its shares, and 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;
（3） It plans to carry out major asset or business reorganization of the company;
（4） Other circumstances prescribed by the CSRC.
Before the disclosure of the information that should be disclosed according to law, if the relevant information has been disseminated in the media or there are abnormal transactions in the company’s securities and their derivatives, the shareholders or actual controllers shall make a written report to the company in a timely and accurate manner, and cooperate with the company to make a timely and accurate announcement. Article 29 Where the trading of the company’s securities and their derivatives is recognized as abnormal trading by the CSRC or Shenzhen 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 30 the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert and actual controllers shall timely submit the list of the company’s connected persons and
