Ningxia Baofeng Energy Group Co.Ltd(600989)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Ningxia Baofeng Energy Group Co.Ltd(600989) (hereinafter referred to as “the company”), strengthen the management of information disclosure and protect the legitimate rights and interests of investors, especially small and medium-sized investors, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) This system is formulated in accordance with the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 2 – management of information disclosure affairs, the Ningxia Baofeng Energy Group Co.Ltd(600989) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations, departmental rules and business rules, and in combination with the actual situation of the company.
Article 2 the company, its directors, supervisors and senior managers shall ensure that the company discloses information in a timely and fair manner and that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 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.
Timely means that the company shall disclose all major events that may have a great impact on the trading price of the company’s shares and their derivatives within the specified time limit.
Fairness means that the company shall publicly disclose major information to all investors at the same time, so as to ensure that all investors can obtain the same information equally, and shall not disclose or disclose it to single or partial investors.
Truthfulness means that the information disclosed by the company shall be based on objective facts or judgments and opinions based on facts, truthfully reflect the actual situation, and there shall be no false records.
Accuracy means that the information disclosed by the company should be objective, without exaggeration or misleading statements. The disclosure of predictive information and other information related to the company’s future operation and financial status shall be reasonable, prudent and objective.
Integrity means that the information disclosed by the company shall be complete in content, complete in documents, and in format in accordance with the specified requirements without major omissions.
Article 3 before the disclosure of inside information according to law, the company, its directors, supervisors, senior managers and other insiders of inside information shall keep the insiders of the information to a minimum, and no insiders shall disclose or disclose the information or use the information for insider trading.
Article 4 information disclosure documents mainly include prospectus, prospectus, listing announcement, regular report and interim report, etc.
Article 5 the announcements of the company and relevant information disclosure obligors shall be disclosed on the website of Shanghai Stock Exchange and the media meeting the conditions stipulated by the CSRC.
The company shall ensure that the information disclosed is consistent with the contents of the announcement materials submitted to the Shanghai Stock Exchange. If the content of the announcement disclosed by the company is inconsistent with the content of the materials provided to the Shanghai Stock Exchange, it shall immediately report to the Shanghai Stock Exchange and correct it in time.
Article 6 the company shall keep the draft of information disclosure announcement and relevant documents for future reference at the company’s residence for the public to consult, and submit them to the securities regulatory bureau of the place where the company is registered in accordance with the regulations.
Article 7 the company shall be equipped with communication equipment necessary for information disclosure, establish effective communication channels with Shanghai Stock Exchange, and ensure the smooth flow of external consultation telephone.
Article 8 where the information to be disclosed by the company and relevant information disclosure obligors is recognized as a state secret according to law, and the disclosure or performance of relevant obligations in accordance with the provisions may lead to its violation of laws and regulations or endanger national security, it may be exempted from disclosure in accordance with the relevant provisions of Shanghai Stock Exchange.
The information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets and business sensitive information. If the disclosure or performance of relevant obligations in accordance with the provisions may lead to improper competition, damage the interests of the company and investors or mislead investors, the disclosure of the information may be suspended or exempted in accordance with the relevant provisions of Shanghai Stock Exchange.
Article 9 Where the company suspends or exempts the disclosure of its information in accordance with Article 8 of the system, it shall meet the following conditions:
(I) relevant information is not leaked;
(II) the insider of the relevant inside information has made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
If the reasons for the suspension or exemption of disclosure have been eliminated, the company shall disclose relevant information in time, and explain the reasons for the failure to disclose in time, the decision-making procedures performed by the company on the suspension or exemption of disclosure and the confidentiality measures taken.
If the company’s suspension or exemption of information disclosure does not meet the requirements of paragraph 1 of this article and Article 8 of this system, the company shall timely perform information disclosure and related obligations.
Article 10 if the events occurred or related to the company do not meet the disclosure standards specified in the listing rules, or there are no specific provisions in the listing rules, but 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 accordance with the relevant provisions of the listing rules.
Article 11 shareholders, actual controllers and other relevant information disclosure obligors of the company shall perform their information disclosure obligations in accordance with relevant regulations, actively cooperate with the company in information disclosure, timely inform the company of major events that have occurred or are to occur, and strictly fulfill their commitments.
Article 12 the company and relevant information disclosure obligors shall not provide any unit or individual with major information that has not been disclosed by the company through the forms of general meeting of shareholders, investor briefing meeting, analyst meeting, roadshow, investor research and media interview.
If the company and relevant information disclosure obligors really need it, they can release major information through press conferences, media interviews, the company’s website and online self media during non trading hours, but they shall disclose relevant announcements within the latest information disclosure period.
Chapter II periodic reports
Article 13 the periodic reports that the company shall disclose include annual reports, semi annual reports and quarterly reports. The annual report, semi annual report and quarterly report shall be prepared in accordance with the standards for the content and format of information disclosure and the rules for the preparation of information disclosure published by the CSRC.
The financial and accounting reports in the annual report shall be audited by an accounting firm with securities and futures related business qualifications.
The financial and accounting reports in the semi annual report may not be audited, but the company shall be audited 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 should be audited according to the relevant provisions of the CSRC or the Shanghai Stock Exchange.
The financial information in the quarterly report does not need to be audited, unless otherwise stipulated by the CSRC and the Shanghai Stock Exchange.
Article 14 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 third and ninth 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.
Article 15 the company shall make an appointment with the Shanghai stock exchange for the disclosure time of the periodic report, and handle the disclosure of the periodic report according to the time arranged by the Shanghai Stock Exchange.
If the disclosure time needs to be changed, an application shall be submitted to the Shanghai Stock Exchange five trading days in advance, stating the reasons for the change and the disclosure time after the change. The Shanghai Stock Exchange shall decide whether to adjust it according to the situation, and in principle, only one change application shall be accepted.
If the company fails to apply for the change of the scheduled time for the disclosure of periodic reports within the above-mentioned period, it shall 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 16 the board of directors of the company shall organize personnel to arrange and implement the preparation and disclosure of periodic reports in accordance with the provisions.
The president, chief financial officer, Secretary of the board of directors and other senior managers of the company shall prepare the draft periodic report in time; The Secretary of the board of directors shall be responsible for serving it to the directors, supervisors and senior managers for review; The chairman is responsible for convening and presiding over the meeting of the board of directors to review the periodic report.
The directors and senior managers of the company shall sign written confirmation opinions on the periodic report, stating whether the preparation and review procedures of the board of directors meet the requirements of laws and regulations and relevant provisions of Shanghai Stock Exchange, and whether the contents of the periodic report 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, and the supervisors shall sign written confirmation opinions. 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 meet the requirements of relevant regulations, and whether the contents of the periodic report 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 of the company 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.
The reasons for objections issued by the directors, supervisors and senior managers of the company shall be clear and specific, which are relevant to the contents disclosed in the periodic report. The directors, supervisors and senior managers of the company 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 the periodic report is naturally exempted not only because of their opinions.
Directors and senior managers shall not refuse to sign written opinions on periodic reports for any reason.
Article 17 the company may disclose the performance express before the announcement of the periodic report. Under any of the following circumstances, the company shall timely disclose the performance express:
(I) submitting unpublished periodic financial data to relevant authorities before the disclosure of periodic reports, which is expected to be unable to be kept confidential;
(II) performance disclosure occurs before the disclosure of the periodic report, or abnormal fluctuations occur in the trading of the company’s shares and their derivatives due to performance rumors;
(III) it is proposed to disclose the results of the first quarter, but the annual report of the previous year has not been disclosed.
In case of any circumstance in Item (III) of the preceding paragraph, the company shall disclose the performance express of the previous year no later than the announcement of the performance of the first quarter.
Article 18 Where a company’s financial and accounting report is issued with non-standard audit opinions, it shall, in accordance with the provisions of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 14 – handling of non-standard audit opinions and matters involved (hereinafter referred to as the rules for the preparation and reporting of No. 14) of the CSRC, submit the periodic report at the same time, Submit and disclose the following documents to Shanghai Stock Exchange:
(I) the special statement made by the board of directors on the matters involved in the audit opinion that meet the requirements of the No. 14 reporting rules, and the resolution of the board of directors and the materials on which the resolution is based;
(II) opinions of independent directors on matters related to audit opinions;
(III) opinions and relevant resolutions of the board of supervisors on the special instructions of the board of directors;
(IV) special instructions issued by accounting firms and certified public accountants in charge of auditing that meet the requirements of the No. 14 reporting rules;
(V) other documents required by the Shanghai Stock Exchange and the CSRC.
Article 19 the company shall take seriously the post examination opinions of Shanghai Stock Exchange on the periodic report, respond to the inquiries of Shanghai Stock Exchange in time, and explain and explain the relevant contents of the periodic report as required. If it is necessary to disclose corrections or supplementary announcements and modify the periodic report, the company shall make an announcement after performing the corresponding procedures, and disclose the full text of the revised periodic report on the website of Shanghai Stock Exchange.
Article 20 if the company is ordered to make corrections by the relevant authorities or the board of directors decides to make corrections due to errors or false records in the disclosed periodic report, it shall immediately report to the Shanghai Stock Exchange, and disclose the full text of the revised periodic report in time after being ordered to make corrections or the board of directors makes corresponding decisions.
Chapter III interim report
Article 21 the interim report shall include:
(I) resolutions of the board of directors and the board of supervisors of the company, notices and resolutions of the general meeting of shareholders of the company;
(II) in accordance with the provisions of the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the management system of raised funds, the management system of external guarantee, the management system of foreign investment and the management system of connected transactions, it shall be submitted to the board of directors, the board of supervisors and the general meeting of shareholders for deliberation and announcement Matters other than periodic reports;
(III) other major events that may have a great impact on the trading price of the company’s securities and their derivatives;
(IV) other matters required by the CSRC and Shanghai Stock Exchange or deemed necessary by the board of directors of the company.
Article 22 in case of any other major event in Article 21 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 of it, the company shall disclose it in time to explain the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include:
(I) major changes in the company’s business policy and business scope;
(II) the conclusion of important contracts by the company may have a significant impact on the company’s assets, liabilities, equity and operating results;
(III) the company incurs major debts and fails to pay off the due major debts, or has large liability for compensation;
(IV) the company has incurred major losses or losses;
(V) major changes in the external conditions of the company’s production and operation;
(VI) change of directors, more than 1 / 3 supervisors or president of the company; The chairman or president is unable to perform his duties;
(VII) 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;
(VIII) the company’s decision to apply for bankruptcy; Or enter bankruptcy proceedings according to law and be ordered to close down;
(IX) 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;
(x) the company is suspected of violating laws and regulations and is investigated by the competent authority,
