Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) (hereinafter referred to as "the company"), strengthen the management of information disclosure, promote the standardized operation of the company according to law, and protect the rights and interests of investors, especially the public investors, according to the company law and the securities law The measures for the administration of information disclosure of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "GEM Listing Rules"), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies (hereinafter referred to as "standardized operation") and other relevant laws and regulations This management system is formulated in accordance with the relevant provisions on information disclosure in normative documents and the articles of association.
Article 2 this system is binding on the shareholders, all directors, supervisors, Secretary of the board of directors, senior managers, departments, subsidiaries and relevant personnel of the company.
Chapter II Basic Principles of information disclosure
Article 3 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in accordance with the relevant provisions of laws and regulations such as the measures for the administration of information disclosure of listed companies, the GEM Listing Rules and the standardized operation.
Article 4 the company's information disclosure shall reflect the principle of openness, fairness and fairness to all shareholders. The company shall disclose information to all investors in a true, accurate, complete and timely manner at the same time, and there shall be no false records, misleading statements or major omissions.
Article 5 in addition to disclosing information in accordance with mandatory provisions, the company shall actively and timely disclose all information that may have a substantive impact on the decisions of shareholders and other stakeholders, and ensure that all shareholders have equal access to information.
Article 6 when disclosing information according to law, the company shall submit the announcement manuscript and relevant documents for future reference to Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") for registration at the first time, and publish them in the media designated by the CSRC. The announcement manuscripts issued by the company shall use factual description language to ensure that their contents are concise and easy to understand, highlight the essence of the event, and shall not contain any words and sentences of publicity, advertising, compliment or slander.
Article 7 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. The company shall state in the prominent position of the announcement that all directors, supervisors and senior managers of the company guarantee the authenticity, accuracy and completeness of the information disclosure, and shall be jointly and severally liable for the false records, misleading statements or major omissions in the announcement. If the directors, supervisors and senior managers of the company cannot guarantee the authenticity, accuracy and completeness of the contents of the announcement, they shall make a statement in the announcement and explain the reasons.
Article 8 before the insider information is disclosed according to law, any insider shall not disclose or disclose the information, and shall not use the information for insider trading.
Article 9 Where the documents publicly disclosed by the company in accordance with the provisions need to be examined and verified by a professional intermediary and issue a written opinion in accordance with the relevant provisions, the professional intermediary and personnel must ensure that the contents of the documents examined and verified are free from false, misleading statements or major omissions, and bear corresponding legal liabilities.
Article 10 if the events occurred in or related to the company fail to meet the disclosure standards specified in this system, or there are no specific provisions in this system, but the Shenzhen Stock Exchange or the board of directors of the company believe that the event may have a great impact on the trading price of the company's securities and their derivatives, the company shall disclose relevant information in time in accordance with the provisions of relevant systems. Article 11 Where the information to be disclosed by the company is uncertain and belongs to temporary trade secrets, timely disclosure may damage the interests of the company or mislead investors, and meets the following conditions, the company may apply to Shenzhen stock exchange for suspension of disclosure:
(I) the information to be disclosed has not been disclosed;
(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 of disclosure have been eliminated, the company shall timely announce the relevant information, and disclose the reasons for the suspension of disclosure of the information and the internal registration and approval of the company.
Article 12 the information to be disclosed by the company belongs to state secrets and trade secrets. The disclosure or performance of relevant obligations in accordance with the measures for the administration of information disclosure of listed companies, the GEM Listing Rules or the system may lead to the company's violation of domestic and foreign laws and regulations, unfair competition, damage the interests of the company and investors or mislead investors, You can apply to Shenzhen stock exchange for exemption from disclosure.
Article 13 the company's information disclosure documents mainly include prospectus, prospectus, listing announcement, regular report and interim report, etc.
Article 14 when disclosing information according to law, the company and other information disclosure obligors shall submit the announcement manuscript and relevant documents for future reference to the Shenzhen stock exchange for registration and publish them in the media designated by the 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 report. Article 15 the company shall submit the draft of the information disclosure announcement and relevant documents for future reference to the dispatched office of the CSRC in the place where the company is located within two trading days after the announcement, and keep them in the Securities Department of the company for public inspection.
Chapter III Scope and standards of information disclosure
Section 1 types of information disclosure documents
Article 16 the types of documents for the company's information disclosure mainly include:
(I) regular reports publicly released by the company according to law, including quarterly reports, interim reports and annual reports;
(II) the company's interim report publicly released according to law, including the announcement of the resolution of the general meeting of shareholders, the announcement of the resolution of the board of directors and the announcement of the resolution of the board of supervisors; Announcement on acquisition and sale of assets; Announcement of related party transactions, supplementary announcement, rectification announcement and other important matters, as well as other matters deemed necessary to be disclosed by Shenzhen Stock Exchange;
(III) the prospectus published in the company's issuance of new shares, the prospectus published in the allotment of shares, the announcement of stock listing and the announcement of issuing convertible bonds;
(IV) reports, requests for instructions and other documents submitted by the company to relevant government departments that may have an important impact on the company's stock price;
(V) news media reports on major decisions and operations of the company.
Section 2 prospectus, prospectus and listing announcement
Article 17 the preparation of a prospectus by a 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 company shall announce the prospectus before the issuance of securities.
Article 18 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 19 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 20 when applying for securities listing and trading, a company shall prepare a listing announcement in accordance with the provisions of the stock exchange, and make an announcement after being examined and approved by the 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 21 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 will not be misleading.
Article 22 the provisions of Articles 17 to 21 of the system relating to the prospectus shall apply to the prospectus for corporate bonds.
Article 23 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Section III periodic report
Article 24 the periodic reports that a listed company should disclose include annual reports and interim reports. All information that has a significant impact on investors' value judgment and investment decision-making shall be disclosed.
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. Article 25 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..
Article 26 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 27 the interim 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 28 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the periodic reports; The board of supervisors of the company shall review the company's periodic reports prepared by the board of directors according to law and put forward written review opinions, indicating whether the preparation and review procedures of the periodic reports of the board of directors comply with laws and regulations, the provisions of the CSRC and the Shenzhen Stock Exchange, and whether the contents of the reports can truly, accurately and completely reflect the actual situation of the company.
Article 29 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 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 directors, supervisors and senior managers of the company shall not refuse to sign written opinions on the company's periodic reports for any reason, which will affect the timely disclosure of the periodic reports.
Article 30 Where the company expects to suffer losses or make significant changes in its operating performance, it shall make a performance forecast in time.
Article 31 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 32 Where a non-standard audit opinion is issued in the financial and accounting report in the periodic report, the company shall submit relevant documents to the Shenzhen Stock Exchange in accordance with the provisions of relevant laws and regulations.
If the matters involved in the above non-standard audit opinions are in obvious violation of the accounting standards for business enterprises and relevant information disclosure provisions, the company shall correct the relevant matters and timely disclose the corrected financial and accounting materials or special assurance reports and other relevant materials.
Article 33 the specific content, format and preparation rules of the annual report and interim report shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
Section IV interim report
Article 34 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 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 company's major investment behavior and major decision to purchase property;
(III) the company won a single bid or entered into a contract with a contract amount of more than 100 million yuan (including the principal amount), and entered into other important contracts, which may have a significant impact on the company's assets, liabilities, equity and operating results;
(IV) the company has major debts and fails to pay off the due major debts, or has large liability for compensation;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company's production and operation;
(VII) changes in directors, more than 1 / 3 supervisors or managers of the company; The chairman or manager is unable to perform his duties;
(VIII) 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;
(IX) decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company; Or enter bankruptcy proceedings according to law and be 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 is suspected of violating laws and regulations and is investigated by the competent authority, or is subject to criminal punishment or major administrative punishment; The directors, supervisors and senior managers of the company are suspected of violating laws and disciplines and are investigated or taken compulsory measures by the competent authorities;
（12） The newly published laws, regulations, rules and industrial policies may have a significant impact on the company;
（13） Forming new shares or other incentive plans of the board of directors; （14） The court ruled to prohibit the controlling shareholder 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;
（15） The main assets are sealed up, seized, frozen or mortgaged or pledged;
（16） Major or all businesses come to a standstill;
（17） Providing major guarantees to foreign parties;
（18） A single government subsidy related to income reached 2 million yuan（
