Dalian Huarui Heavy Industry Group Co.Ltd(002204)
Measures for the administration of information disclosure
general provisions
Article 1 in order to regulate the information disclosure of Dalian Huarui Heavy Industry Group Co.Ltd(002204) (hereinafter referred to as the “company”), strengthen the management of information disclosure, protect the legitimate rights and interests of investors and promote the standardized operation of the company according to law, 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 standards for the governance of listed companies These measures are formulated in combination with the articles of association and the actual situation of the company.
Article 2 the “information” mentioned in these Measures refers to all information that may have a significant impact on the trading price of the company’s shares and their derivatives and the information required to be disclosed by the securities regulatory authorities; “Disclosure” in these Measures refers to the act of publishing the above-mentioned information to the public in the prescribed manner on the prescribed media (including websites) within the prescribed time and delivering it to the securities regulatory authority.
Article 3 the information disclosure obligors of the company include but are not limited to:
(i) Directors, supervisors, senior managers and heads of departments of the company;
（2） Persons in charge of the company’s holding subsidiaries and branches;
（3） Shareholders who individually or jointly hold more than 5% of the shares of the company and their persons acting in concert and actual controllers;
（4） Affiliated persons, including affiliated legal persons, affiliated natural persons and potential affiliated persons; (5) other information disclosure obligors stipulated by laws, regulations and normative documents. Chapter II Basic Principles and general provisions of information disclosure
Section I basic principles
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 company’s disclosure of predictive information and other information related to the company’s future operation and financial status shall be reasonable, prudent and objective.
Article 5 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.
Article 6 before insider information is disclosed according to law, insiders of insider information and those who illegally obtain insider information shall control the information to a minimum, 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 in addition to the information required to be disclosed according to law, the information disclosure obligor of the company may voluntarily disclose the information related to the value judgment and investment decision-making of investors, but shall not conflict with the information disclosed according to law or mislead investors.
Article 8 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.
Article 9 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 10 where the information to be disclosed by the company belongs to state secrets, trade secrets and other circumstances, and the disclosure or performance of relevant obligations may violate state laws and regulations on confidentiality or damage the interests of the company and investors, the disclosure may be exempted. The specific provisions on the exemption of information disclosure shall be implemented in accordance with the stock listing rules of Shenzhen Stock Exchange.
Section II General Provisions
Article 11 information disclosure documents mainly include prospectus, prospectus, listing announcement, periodic report and interim report, etc.
Article 12 the 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 13 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. If the contents of the announcement cannot be guaranteed to be true, accurate and complete, a corresponding statement shall be made in the announcement and the reasons shall be explained.
Article 14 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 prescribed by the CSRC. The full text shall be disclosed on the website of the stock exchange and the website of newspapers and periodicals that meet the conditions prescribed by the CSRC. The summaries of information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of the stock exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC, The information disclosure announcement manuscript and relevant documents for future reference shall be placed at the company’s residence at the same time of the announcement for the public to consult. Article 15 the relevant information disclosure obligors shall not release the undisclosed information of the company without the written authorization of the board of directors. The company and relevant information disclosure obligors shall not release major information in other public media before the statutory media, and shall not disclose or disclose undisclosed major information by any other means such as press release or answering reporters’ questions before making an announcement in the statutory media, or replace the reporting and announcement obligations that should be performed, Periodic reports shall not replace the interim reporting obligations that should be performed. The directors, supervisors and senior managers of the company shall abide by and urge the company to comply with this provision.
Article 16 if the events occurred or related to the company do not meet the disclosure standards stipulated by Shenzhen Stock Exchange, or there are no specific provisions, but Shenzhen Stock Exchange or the board of directors of the company believe that the events may have a great impact on the trading price of the company’s securities and their derivatives, the company shall disclose them in time with reference to the relevant provisions of Shenzhen Stock Exchange and these measures, And when similar events occur, they shall be disclosed according to the same standard.
Article 17 an information disclosure obligor shall provide all materials related to its practice to the securities companies and securities service institutions it employs, and ensure that the materials are true, accurate and complete, and shall not refuse, hide or make a false report.
Article 18 the company and relevant information disclosure obligors shall ensure that the documents disclosed on the specified media are completely consistent with the content. In case of any inconsistency, they shall immediately report to Shenzhen Stock Exchange and correct it in time.
Chapter III contents and standards of information disclosure
Section I periodic reports
Article 19 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.
Article 20 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. The company shall prepare and disclose periodic reports in accordance with relevant laws and regulations and the format prescribed by the CSRC or Shenzhen Stock Exchange.
Article 21 the financial and accounting reports in the company’s annual report shall be audited by an accounting firm in accordance with the provisions of the securities law. The financial and accounting reports in the interim report may not be audited, but under any of the following circumstances, the company shall hire an accounting firm to audit:
(i) It plans to make interim profit distribution, convert the reserve fund into share capital or make up for losses; （2） Other circumstances that the CSRC or Shenzhen Stock Exchange deems necessary for audit.
Article 22 the company shall agree with Shenzhen Stock Exchange on the disclosure time of periodic reports and disclose periodic reports according to the time arranged by Shenzhen Stock Exchange. If the disclosure time needs to be changed for some reason, an application shall be submitted to Shenzhen Stock Exchange five trading days in advance, and the change can be made only with the consent of Shenzhen Stock Exchange, and the reasons for failure to disclose on schedule, solutions and the deadline for delayed disclosure shall be announced.
Article 23 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 stipulated by the CSRC and Shenzhen Stock Exchange.
Article 24 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 and accounting reports;
（7） Other matters stipulated by the CSRC and Shenzhen Stock Exchange.
Article 25 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.
Directors, supervisors and senior managers shall not refuse to sign written opinions on periodic reports for any reason.
Article 26 Where the company expects to incur losses or significant changes in its operating performance, it shall timely make performance forecast and encourage the release of performance express. If a performance forecast or express report has been issued, the amendment announcement shall be disclosed in time.
Article 27 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 28 the company shall specially disclose the performance of the company’s commitments and shareholders’ commitments in its periodic reports. If the company fails to fulfill its commitments, it shall disclose the reasons and the possible legal liabilities of the board of directors in a timely and detailed manner. If the shareholders fail to fulfill their commitments, the company shall disclose the relevant specific circumstances and the measures taken by the board of directors in a timely and detailed manner.
Article 29 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 30 the company shall take seriously the post audit opinions of Shenzhen Stock Exchange on its periodic report, timely respond to the inquiries of Shenzhen Stock Exchange, and explain and explain the relevant contents of the periodic report as required. If it is necessary to disclose, correct or supplement the announcement and modify the periodic report, the company shall make an announcement after performing the corresponding procedures, and disclose the full text of the modified periodic report on the designated website.
Section II interim report
Article 31 announcements other than periodic reports disclosed by the company are temporary announcements, including but not limited to the following matters:
(i) Announcement of resolutions of the board of directors, the board of supervisors and the general meeting of shareholders;
（2） Transactions and connected transactions that should be disclosed;
（3） Other major events that may have a great impact on the trading price of the company’s securities and their derivatives.
Article 32 the transactions that shall be disclosed as mentioned in Article 31 (2) include but are not limited to:
(i) Major daily business contracts;
（2） Purchase or sale of assets;
（3） Foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.); (4) providing financial assistance (including entrusted loans, etc.);
（5） Provide guarantee (including guarantee for holding subsidiaries);
（6） Leased in or leased out assets;
（7） Entrusted or entrusted management of assets and businesses;
（8） Donated or donated assets;
（9） Reorganization of creditor’s rights or debts;
（10） Transfer or transfer of R & D projects;
（11） Sign the license agreement;
（12） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.); (XIII) other transactions recognized by the company or securities regulatory authorities.
The disclosure standards of the above transactions shall be determined in accordance with the relevant provisions of Shenzhen Stock Exchange and China Securities Regulatory Commission.
Article 33 the related party transactions to be disclosed and the implementation standards mentioned in Article 31 (2) shall be determined in accordance with the provisions of the company’s related party transaction decision-making system.
Article 34 other major events mentioned in paragraph (3) of Article 31 that may have a great impact on the trading price of the company’s securities and their derivatives include but are not limited to: (I) major events specified in paragraph 2 of Article 80 of the securities law;
（2） The occurrence or possible occurrence of major liability for breach of contract or large amount of compensation according to law;
（3） Provision for impairment of large assets;
（4） Expected insolvency (generally refers to negative net assets);
（5） The main debtor is insolvent or enters 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 be beneficial to the public
