Shanghai Aiko Solar Energy Co.Ltd(600732) (600732) information disclosure management system
Shanghai Aiko Solar Energy Co.Ltd(600732)
Information disclosure management system
(reviewed and adopted at the 26th meeting of the 8th board of directors held on December 30, 2021)
Chapter I General Provisions
Article 1 in order to strengthen the management of Shanghai Aiko Solar Energy Co.Ltd(600732) (hereinafter referred to as "the company"), improve the quality of the company's information disclosure and standardize the information disclosure procedures, ensure the company's true, accurate, complete, timely and fair disclosure of information, and safeguard the legitimate rights and interests of the company, shareholders and other stakeholders, according to the securities law of the people's Republic of China The administrative measures for information disclosure of listed companies (hereinafter referred to as the "administrative measures for information disclosure"), the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the "Stock Listing Rules") issued by Shanghai Stock Exchange This system is formulated in combination with the actual situation of the company in accordance with the provisions of laws, regulations and normative documents such as self regulatory guidelines for listed companies No. 2 - management of information disclosure Affairs (hereinafter referred to as "self regulatory guidelines No. 2"), as well as the Shanghai Aiko Solar Energy Co.Ltd(600732) articles of Association (hereinafter referred to as "articles of association").
Article 2 scope of application of this system: the company, the company that directly or indirectly controls more than 50% and the company included in the company's consolidated accounting statements. Some provisions are applicable to the shareholders holding or participating in the company.
Article 3 "information disclosure" as mentioned in this system refers to the information that has or may have a significant impact on the trading price of the company's shares and their derivatives required to be disclosed by laws, regulations and securities regulatory authorities, which shall be announced to the public within the specified time, on the specified media, in accordance with the specified procedures and methods, It shall be delivered to the exchange and the securities regulatory authorities in accordance with the prescribed procedures.
Article 4 "information disclosure obligors" as mentioned in this system refer to listed companies and their directors, supervisors, senior managers, shareholders, actual controllers, purchasers, natural persons, units and their related personnel related to major asset restructuring, refinancing and major transactions, property destruction managers and their members, as well as laws Other subjects undertaking the obligation of information disclosure as stipulated by administrative regulations and the CSRC.
Article 5 the information disclosure through train (hereinafter referred to as the "through train") mentioned in this system refers to the company's self registration and uploading of information disclosure documents through the information disclosure system of Shanghai Stock Exchange in accordance with the provisions of the guidelines on the through train for information disclosure of listed companies of Shanghai Stock Exchange (hereinafter referred to as the "through train guidelines for information disclosure"), And submit it directly to the website of the exchange（ http://www.sse.com..cn. ）And other designated media.
Chapter II Basic Principles of information disclosure
Article 6 information disclosure obligors shall timely perform their obligations of information disclosure 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 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.
Before the disclosure of inside information according to law, the directors, supervisors, senior managers and other insiders of the company shall keep the insiders of the information to a minimum. Insiders of inside information and those who illegally obtain inside information 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.
Where the securities issued by the company and its derivatives are publicly issued and traded both at home and abroad, the information disclosed in the overseas market shall be disclosed in the domestic market at the same time.
Article 7 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate and complete, and the information disclosure is timely and fair.
Article 8 in addition to the information that needs to be disclosed according to law, the information disclosure obligor may voluntarily disclose the information related to the value judgment and investment decision made by the investor, but shall not conflict with the information disclosed according to law or mislead the investor.
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.
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 9 if the company, its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 10 the acquisition or sale of assets, related party transactions and other major events of a holding subsidiary shall be regarded as an act of the company and shall be disclosed in accordance with the provisions of this system. The company's participating companies shall apply the relevant provisions of this system after multiplying the relevant amount index of the transaction subject matter of the above matters by the share participation ratio.
Article 11 the forms of information disclosure of the company include regular reports and temporary announcements. The information disclosed by the company according to law shall be published on the website of Shanghai Stock Exchange and the media meeting the conditions prescribed by the CSRC. The company shall not replace its reporting and announcement obligations in the form of press release or answering reporters' questions, and shall not replace its interim reporting obligations in the form of regular reports. The information disclosed by the company in other public media shall not precede the designated media and websites.
Article 12 the company shall be equipped with necessary communication equipment for information disclosure and ensure the smooth flow of external consultation telephone.
Chapter III contents of information disclosure
Section I periodic reports
Article 13 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.
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 14 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.
If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the Shanghai Stock Exchange in time, and announce the reasons for the failure to disclose on schedule, solutions and the deadline for delayed disclosure.
Article 15 the company shall prepare periodic reports in accordance with the format and preparation rules of periodic reports formulated by the CSRC and Shanghai Stock Exchange.
Article 16 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 prescribed by the CSRC.
Article 17 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 accounting report;
（7） Other matters prescribed by the CSRC.
Article 18 the contents of the periodic report shall be examined and approved by the board of directors. 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. Article 19 Where the company expects to incur losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 20 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 21 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 22 the company shall agree with the Shanghai Stock Exchange on the disclosure time of periodic reports, and submit relevant documents in accordance with the stock listing rules, the measures for the administration of information disclosure and the relevant requirements of the Shanghai Stock Exchange.
Section II interim report
Article 23 interim reports refer to 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 24 when there is a major event that may have a great impact on the trading price of the company's securities and their derivatives, and the investors are not aware of it, the company shall immediately disclose an interim report to explain the cause, current status and possible impact of the event;
The major events mentioned in the preceding paragraph include:
(i) Major events specified 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 main debtors of the company 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, 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 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 voting rights are restricted according to law, or there is a risk of forced transfer of ownership;
（9） Major assets are sealed up, seized or frozen; Major bank accounts are frozen;
（10） Loss or substantial change in the company's expected operating performance;
（11） Major or all businesses come to a standstill;
（12） Obtain additional income that has a significant impact on the current profits and losses, which may have a significant impact on the company's assets, liabilities, equity or operating results;
（13） Appoint or dismiss an accounting firm as the auditor of 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 punishment, suspected of violation of laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment 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） The company changes its name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number;
（20） Other matters 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 inform the company in writing of the relevant information it knows, and cooperate with the company to fulfill its obligation of information disclosure. Article 25 the company shall timely perform the obligation of 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 the parties concerned sign a letter of intent or agreement on the major event;
（3） When the directors, supervisors or senior managers are aware of the occurrence of the major event.
Article 26 in case of any of the following circumstances before the time point specified in the preceding paragraph, 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;
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