Jade Bird Fire Co.Ltd(002960) information disclosure management system
March, 2002
Information disclosure management system
Chapter I General Provisions
Article 1 in order to improve and standardize the working procedures of information disclosure of Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as “the company” or “the company”), ensure the authenticity, accuracy, integrity, timeliness and fairness of information disclosure, promote the standardized operation of the company according to law and safeguard the legitimate rights and interests of the company and investors, according to 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 of the CSRC and other laws, regulations, rules and normative documents, as well as the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) and the Jade Bird Fire Co.Ltd(002960) articles of Association (hereinafter referred to as the “articles of association”) This system is hereby formulated in accordance with the relevant provisions of the.
Chapter II Basic Principles of information disclosure
Article 2 “information” in this system refers to all major information that may have a significant impact on the trading price of the company’s securities and their derivatives but has not been disclosed to investors, as well as the information that should be disclosed in accordance with the current laws and regulations and the requirements of the securities regulatory authority. “Disclosure” means that the “information” is published to the public through the specified media and in the specified way within the specified time and sent to the securities regulatory authority for filing.
Information disclosure documents mainly include prospectus, prospectus, listing announcement, acquisition report, regular report and interim report.
Article 3 the information disclosure management system is applicable to the following personnel and institutions:
(I) directors and board of directors of the company;
(II) secretary of the board of directors and Securities Department of the company;
(III) the company’s supervisors and the board of supervisors;
(IV) senior management of the company;
(V) responsible persons of all departments, subsidiaries, branches and joint-stock companies of the company;
(VI) actual controllers, controlling shareholders and major shareholders holding more than 5% of the company;
(VII) other personnel responsible for information disclosure specified in laws, regulations and normative documents.
Information disclosure is the continuous responsibility of the company, and the company should faithfully perform the obligation of continuous information disclosure.
Article 4 the company shall disclose information in a timely and fair manner. The company and relevant information disclosure obligors 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. They shall not disclose the same information to specific objects in advance privately, and ensure that the disclosed information is true, accurate and complete without false records Misleading statements or material omissions.
Article 5 the Secretary of the board of directors shall be responsible for the release of the company’s external information. The directors, supervisors, senior managers and other personnel of the company shall not release any undisclosed information of the company without the written authorization of the board of directors.
Article 6 when the company and relevant information disclosure obligors disclose information according to law, they shall submit the announcement manuscript and relevant documents for future reference to the Shenzhen stock exchange for registration, publish them on the website of the stock exchange and the media meeting the conditions stipulated by the CSRC, and keep them at the company’s domicile and the stock exchange for the public to consult. 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. 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. The company and the information disclosure obligors shall not release information on the company’s website and other media before the designated media, and shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, or replace the temporary reporting obligations that should be performed in the form of regular reports.
Chapter III contents and standards of information disclosure
Article 7 the information that the company should disclose includes regular reports and interim reports. The annual report, semi annual report and quarterly report are regular reports, and the rest are interim reports.
If the events occurred in or related to the company fail to meet the disclosure standards stipulated by Shenzhen Stock Exchange, or there are no specific provisions of Shenzhen Stock Exchange, but the board of directors of the company believes that the event may have a great impact on the trading price of the company’s shares and their derivatives, the company shall disclose them in time.
Section I periodic report
Article 8 the periodic reports that the company shall disclose include annual reports, semi annual reports and quarterly reports. The financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law. The financial and accounting reports in the semi annual report may not be audited, but the company shall audit under any of the following circumstances:
(I) it is proposed to distribute stock dividends, convert the reserve fund into share capital or make up for losses according to the semi annual financial data;
(II) other circumstances that the CSRC or Shenzhen Stock Exchange believes should be audited.
The financial information in the quarterly report need not be audited, unless otherwise stipulated by the CSRC or Shenzhen Stock Exchange.
Article 9 the annual report shall be prepared and disclosed 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 from the end of the first three months and the first nine months of each fiscal year. The disclosure time of the first quarter report 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.
Article 10 the annual report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) 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 10 shareholders of the company;
(IV) shareholders holding more than 5%, controlling shareholders and actual controllers;
(V) appointment, shareholding change and annual remuneration of directors, supervisors and senior managers;
(VI) report of the board of directors;
(VII) management discussion and analysis;
(VIII) major events during the reporting period and their impact on the company;
(IX) full text of financial accounting report and audit report;
(x) other matters prescribed by the CSRC.
Article 11 the semi annual report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company’s shares and bonds, the total number of shareholders, the shareholding of the company’s top 10 shareholders, and the changes of controlling shareholders and actual controllers;
(IV) management discussion and analysis;
(V) major litigation, arbitration and other major events during the reporting period and their impact on the company;
(VI) financial and accounting reports;
(VII) other matters prescribed by the CSRC.
Article 12 the quarterly report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) other matters stipulated by the CSRC and Shenzhen Stock Exchange.
Article 13 the contents of the periodic report shall be examined and approved by the board of directors. Regular reports that have not been examined and approved by the board of directors shall not be disclosed.
The directors and senior managers 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 14 Where the company expects to suffer losses or make 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 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 report is issued for 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 17 the company shall agree with Shenzhen Stock Exchange on the disclosure time of periodic reports, and handle the disclosure of periodic reports according to the time arranged by Shenzhen Stock Exchange. If it is necessary to change the disclosure time for some reason, it shall submit an application to Shenzhen Stock Exchange at least five trading days ahead of the original appointment date, state the reasons for the change, and specify the disclosure time after the change.
If the company fails to apply for the change of the scheduled time for the disclosure of periodic reports within the time limit specified in the preceding paragraph, it shall also timely announce the change of the disclosure time of periodic reports, explain the reasons for the change, and specify the disclosure time after the change. Article 18 the board of directors of the company shall ensure that the periodic reports are disclosed on time. The contents of the company’s periodic reports shall be reviewed and approved by the board of directors, and the periodic reports that have not been reviewed and approved by the board of directors shall not be disclosed. If the periodic report has not been reviewed by the board of directors, the review of the board of directors has not been passed, or the resolution of the board of directors on the periodic report cannot be formed for some reason, the company shall disclose the specific reasons and existing risks, the special instructions of the board of directors and the opinions of independent directors.
Article 19 the content, format and preparation of annual report, semi annual report and quarterly report shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Section III interim report
Article 20 interim reports refer to the announcements other than periodic reports issued by the company in accordance with laws, regulations, departmental rules, stock listing rules and information disclosure management measures.
Article 21 the circumstances under which the company shall disclose the interim report include:
（1） Resolutions of the board of directors;
（2） Resolutions of the board of supervisors;
（3） Notice of convening a general meeting of shareholders or changing the date of convening a general meeting of shareholders;
（4） Resolutions of the general meeting of shareholders;
（5） Statement of independent director nominees and candidates;
（6） The company changes the investment project with raised funds;
（7） Transactions that should be disclosed as stipulated in Chapter VI of the stock listing rules of Shenzhen Stock Exchange;
（8） Other matters that should be disclosed as stipulated in Chapter VII of the stock listing rules of Shenzhen Stock Exchange;
（9） Publish performance forecast, performance correction announcement, profit forecast correction announcement, or can publish performance express;
（10） Implementing plans for profit distribution and conversion of capital reserve into share capital;
（11） The board of directors deliberates and approves the relevant resolutions and plans for share repurchase;
（12） Other circumstances recognized by the CSRC, Shenzhen Stock Exchange or the company.
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.
Article 23 major events include:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which 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 use exceeds 30% of the assets at one time;
(III) 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;
(IV) the company has major debts and fails to pay off the due major debts;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding shares or controlling the company has changed greatly, and the situation of the company’s actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(IX) the company’s plans to distribute dividends and increase capital, 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; (x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（11） The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） The company is liable for large amount of compensation;
（13） The company makes provision for impairment of large assets;
（14） Company out
