Jiangsu Shagang Co.Ltd(002075)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Jiangsu Shagang Co.Ltd(002075) (hereinafter referred to as “the company”), ensure the authenticity, accuracy and integrity of the information disclosure of the company, and effectively safeguard the legitimate rights and interests of the company, shareholders and investors, In accordance with 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 stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “stock listing rules”), the administrative measures for information disclosure of listed companies, the Jiangsu Shagang Co.Ltd(002075) articles of Association (hereinafter referred to as the “articles of association”) ”）And other relevant laws and regulations, and formulate this system in combination with the actual situation of the company.
Article 2 the “information” mentioned in this system refers to all the information that can 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.
The “disclosure” mentioned in this system refers to the disclosure of information by the company and relevant information disclosure obligors in accordance with laws, administrative regulations, departmental rules, normative documents According to relevant regulations of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), the announcement manuscript and relevant documents for future reference shall be submitted to Shenzhen stock exchange for registration and announced in the media specified by China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
The “information disclosure obligors” mentioned in this system refer to the company and its directors, supervisors, Secretary of the board of directors, senior managers, shareholders or holders of depositary receipts, actual controllers, acquirers, natural persons, units and related personnel related to major asset restructuring, refinancing and major transactions, bankruptcy administrators and their members, as well as laws Other subjects undertaking the obligation of information disclosure as stipulated by administrative regulations and the CSRC.
Article 3 this system is applicable to the following personnel and institutions:
(I) secretary of the board of directors and Securities Affairs Department of the company;
(II) directors and board of directors of the company;
(III) the company’s supervisors and the board of supervisors;
(IV) senior management of the company;
(V) heads of all departments, branches and subsidiaries of the company’s headquarters (hereinafter referred to as “heads of all units”);
(VI) controlling shareholders, shareholders holding more than 5% shares and actual controllers of the company;
(VII) other company personnel and departments responsible for information disclosure.
Chapter II Basic Principles and general provisions of information disclosure
Article 4 information disclosure obligors shall timely perform their obligations of information disclosure in accordance with the law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions. Unless otherwise provided by laws and administrative regulations, 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.
Before the disclosure of inside information according to law, 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.
Article 5 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed by the company is true, accurate, complete, timely and fair. If the information disclosed cannot be guaranteed to be true, accurate and complete, they shall make a statement in the announcement and explain the reasons.
If the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall disclose them.
Article 6 in addition to the information required to be disclosed according to law, the company may voluntarily disclose the information related to the value judgment and investment decision-making of investors, but it shall not conflict with the information disclosed according to law or mislead investors. The information voluntarily disclosed by the company shall be true, accurate and complete, abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not be selectively disclosed. The company shall not use the information voluntarily disclosed to improperly affect the trading price of the company’s shares and their derivatives, engage in market manipulation and other illegal acts.
Article 7 the company’s information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 8 the information disclosed by the company and other information disclosure obligors according to law shall be published on the website of the Shenzhen Stock Exchange and the media meeting the conditions stipulated by the CSRC, and shall be kept at the company’s residence and the Shenzhen stock exchange for the public to consult.
The full text of the information disclosure documents shall be disclosed on the website of the 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 the Shenzhen Stock Exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
Information disclosure obligors shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, and shall not replace the interim reporting obligations that should be performed in the form of regular reports.
Article 9 the information disclosure obligor shall submit the draft of the information disclosure announcement and relevant documents for future reference to the securities regulatory bureau of the place where the company is registered.
Article 10 the information disclosed by the company shall be objective, use clear and appropriate language and words, and shall not contain misleading statements. 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 11 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 12 major events specified in this system in the holding subsidiary of the company shall be regarded as major events of the company, and the company shall perform the obligation of information disclosure.
The company shall perform the obligation of information disclosure in case of major events specified in this system that may have a great impact on the trading price of the company’s shares and their derivatives.
Article 13 if the events occurred or related to the company do not meet the disclosure standards specified in this system, or there are no specific provisions in this system, but the 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 shares and their derivatives, the company shall disclose them in a timely manner in accordance with this system. Article 14 the company and relevant information disclosure obligors shall pay attention to the abnormal transactions of the company’s securities and their derivatives and the media reports on the company. In case of abnormal trading of securities and their derivatives or news appearing in the media that may have a significant impact on the trading of the company’s securities and their derivatives, the company shall timely learn the real situation from relevant parties and make inquiries in writing if necessary.
The controlling shareholders, actual controllers and persons acting in concert of the company shall timely and accurately inform the company whether there is any planned equity transfer, asset reorganization or other major events, and cooperate with the company in information disclosure.
Chapter III formulation, implementation and supervision of information disclosure management system
Article 15 the system shall be established and implemented by the board of directors of the company. The chairman of the company shall be the first person responsible for the implementation of the system, and the Secretary of the board of directors shall be responsible for specific coordination.
Article 16 the securities affairs department is the management department of the company’s information disclosure affairs and is responsible for the company’s information disclosure.
Article 17 the system is supervised by the board of supervisors of the company. The board of supervisors shall regularly or irregularly inspect the implementation of the system, timely urge the board of directors of the company to correct the major defects found, and require the board of directors to revise the system as needed. If the board of directors does not make corrections, the board of supervisors may report to the Shenzhen Stock Exchange and issue the announcement of the board of supervisors after formal review by the Shenzhen Stock Exchange.
Article 18 the board of directors of the company shall conduct self-assessment on the annual implementation of the system. At the same time of the disclosure of the annual report, the self-assessment report of the board of directors on the implementation of the system shall be included in the annual internal control self-assessment report for disclosure.
Article 19 the board of supervisors of the company shall form an annual evaluation report on the implementation of this system and disclose it in the announcement part of the board of supervisors of the annual report.
Chapter IV contents and standards of information disclosure
Section I periodic report
Article 20 the periodic reports that the company shall 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 company shall prepare and disclose periodic reports in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
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 21 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.
Reasons, solutions and deadline for delayed disclosure.
Article 22 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 and the shareholding of the top ten shareholders of the company at the end of the reporting period;
(IV) shareholders holding more than 5% of shares, 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 stipulated by the CSRC and the Shenzhen Stock Exchange.
Article 23 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 top ten shareholders of the company, and the changes of the 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 and the Shenzhen Stock Exchange.
Article 24 the contents of the periodic report shall be examined and approved by the board of directors of the company. Regular reports that have not been examined and approved by the board of directors shall not be disclosed.
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 periodic reports prepared by the board of directors and put forward written review opinions, indicating whether the preparation and review procedures of the board of directors comply with the laws, administrative laws and regulations and the provisions of the CSRC, and whether the contents of the reports can be true, accurate Completely reflect the actual situation of the company.
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 vote against or abstain from voting when the board of directors or the board of supervisors deliberates and reviews the periodic report, and 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. 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.
Article 25 Where the company expects to suffer losses or make significant changes in its operating performance, it shall make a performance forecast in time.
Article 26 before the disclosure of the periodic report, the company shall submit the unpublished periodic financial data to the relevant state authorities. If it is expected that it cannot be kept confidential, it shall disclose the performance express report in time.
If the company leaks its performance before the disclosure of the periodic report, or the trading of the company’s shares and their derivatives fluctuates abnormally due to performance rumors, the performance express shall be disclosed in time.
Article 27 the financial and accounting reports in the company’s annual report shall be audited by an accounting firm. The financial and accounting reports in the semi annual report of the company may not be audited, but under any of the following circumstances, the company shall hire an accounting firm to audit:
(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 the Shenzhen Stock Exchange believes should be audited.
The financial information in the company’s quarterly report does not need to be audited, unless otherwise stipulated by the CSRC or the Shenzhen Stock Exchange.
Article 28 If the company is ordered to make corrections due to errors or false records in the disclosed periodic report, or the board of directors decides to make corrections, it shall timely disclose the financial information after being ordered to make corrections or the board of directors makes corresponding decisions, It shall be corrected and disclosed in accordance with the relevant provisions of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 19 – correction and relevant disclosure of financial information of CSRC. Section II interim report
Article 29 announcements other than periodic reports disclosed by the company are interim reports.
Article 30 when a major event occurs that may have a great impact on the trading price of the company’s shares 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.
The major events mentioned in the preceding paragraph include:
(I) major events specified in paragraph 2 of Article 80 of the securities law;
(II) the company is liable for large amount of compensation;
(III) the company makes provision for impairment of large assets;
(IV) the shareholders’ equity of the company is negative;
(V) the company’s main debtors are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
(VI) newly promulgated laws, administrative regulations, rules and industrial policies may have a significant impact on the company; (VII) the company carries out equity incentive, share repurchase, major asset restructuring, asset spin off or listing;
(VIII) the court ruled to prohibit the controlling shareholder from transferring
