Guangdong Tapai Group Co.Ltd(002233) information disclosure management system
Revised in March 2002
Guangdong Tapai Group Co.Ltd(002233)
Information disclosure management system
Chapter I General Provisions
Article 1 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 Shenzhen Stock Exchange (hereinafter referred to as the stock listing rules) and other laws, regulations, rules, normative documents and the articles of association of the company, In order to regulate the information disclosure of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”), ensure the authenticity, accuracy, timeliness and integrity of information disclosure, protect the legitimate rights and interests of investors, increase the transparency of the company and maintain the good image of the company in the capital market, this management system is hereby formulated in combination with the specific situation of the company.
Article 2 the company shall disclose information truthfully, accurately, completely and timely, concise, clear and easy to understand, and shall not have false records, misleading statements or major omissions. The company shall disclose the information to all investors at the same time, and shall not disclose the information to any unit or individual in advance, unless otherwise provided by laws and regulations. Article 3 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 4 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. No unit or individual may illegally require the company to provide information that needs to be disclosed according to law but has not been disclosed.
Article 5 information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 6 when a company discloses information according to law, it shall submit the draft of the announcement and relevant documents for future reference to Shenzhen stock exchange for registration, and publish them in the media that meet the conditions stipulated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Article 7 the company shall not release information on the company’s website and other media before the media with conditions stipulated by the CSRC, and 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 reports.
Article 8 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to the dispatched office of the CSRC in the place where the company is located, and keep them at the company’s domicile for public inspection.
Article 9 information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the company 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.
Chapter II information to be disclosed and disclosure standards
Article 10 prospectus, prospectus, listing announcement and acquisition Report
The company shall prepare and disclose the prospectus, prospectus, listing announcement and acquisition report in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Article 11 periodic reports
1. The periodic reports that the 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.
2. The annual report of the company shall be prepared and disclosed within 4 months from the end of each fiscal year, and the interim report shall be prepared and disclosed within 2 months from the end of the first half of each fiscal year.
3. The 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 Shenzhen Stock Exchange.
4. 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 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, 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.
5. If the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
6. 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.
7. If 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 12 interim report
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 an interim report to explain the cause, current status and possible impact of the event. The aforementioned “major events” include:
1. Major events specified in paragraph 2 of Article 80 of the securities law;
2. The company is liable for large amount of compensation;
3. The company makes provision for impairment of large assets;
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. The newly published 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 compulsory 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 profit and loss, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
13. Appointing or dismissing an accounting firm to audit 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 violating 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 reasons, work arrangements and other reasons, or are subject to coercive measures taken by the competent authority due to suspected violations of laws and regulations and affect their performance of their duties;
19. 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 the obligation of information disclosure. If a company changes its name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact telephone number, it shall disclose them immediately.
Article 13 the company may, according to the actual situation, determine to disclose the information related to corporate governance in the regular report or interim report.
Article 14 the company may employ an independent intermediary to objectively evaluate the current situation of corporate governance, put forward improvement suggestions to the board of directors and the general meeting of shareholders, and voluntarily make public disclosure.
Article 15 the company shall timely perform the obligation of information disclosure of major events at any of the following time points:
1. 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.
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:
1. The major event is difficult to keep confidential;
2. The major event has been leaked or there are rumors in the market;
3. Abnormal transactions of the company’s securities and their derivatives.
Article 16 after the company discloses a major event, if there is a progress or change in the disclosed major event that may have a great impact on the trading price of the company’s securities and their derivatives, the progress or change and the possible impact shall be disclosed in time.
Article 17 If the major events specified in Article 12 of the management system occur in the holding subsidiary of the company, which may have a great impact on the trading price of the company’s securities and their derivatives, the company shall perform the obligation of information disclosure. In case of any event that may have a great impact on the trading price of the company’s securities and their derivatives, the company shall perform the obligation of information disclosure.
Article 18 where the acquisition, merger, division, issuance of shares, repurchase of shares and other acts of the company lead to significant changes in the total share capital, shareholders and actual controllers of the company, the company shall perform the obligation of reporting and announcement according to law and disclose the changes in equity.
Article 19 the company 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.
Article 20 in case of any of the following events, the shareholders and actual controllers of the company shall take the initiative to inform the board of directors of the company and cooperate with the company to fulfill the obligation of information disclosure.
1. The situation of shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company has changed greatly, and the situation of the actual controllers of the company and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
2. The court ruled that the controlling shareholder is prohibited from transferring its shares, and more than 5% of the shares of the company held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law, or there is a risk of compulsory transfer of ownership;
3. It plans to restructure the company’s major assets or business;
4. Other circumstances prescribed by the CSRC.
Before the disclosure of the information that should be disclosed according to law, if the relevant information has been disseminated in the media or there are abnormal transactions in the company’s securities and their derivatives, the shareholders or actual controllers shall make a written report to the company in a timely and accurate manner and cooperate with the company in making a timely and accurate announcement.
The shareholders and actual controllers of the company shall not abuse their shareholders’ rights and dominant position, and shall not require the company to provide them with inside information.
Article 21 Where the trading of the company’s securities and their derivatives is recognized as abnormal trading by the CSRC or the stock exchange, the company shall timely understand the influencing factors causing the abnormal fluctuation of the trading of securities and their derivatives and disclose them in a timely manner.
Article 22 the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert and actual controllers shall timely submit the list of the company’s connected persons and the description of the connected relationship to the board of directors of the company. The company shall perform the deliberation procedures of related party transactions and strictly implement the avoidance voting system of related party transactions. The parties to the transaction shall not evade the company’s related party transaction review procedures and information disclosure obligations by concealing the related party relationship or taking other means.
Chapter III information transmission, review and disclosure process
Article 23 reporting procedures for major events
1. The directors, supervisors and senior managers of the company shall report major events to the chairman of the board of directors at the first time and notify the Secretary of the board of directors at the same time. The chairman of the board of directors shall immediately report to the board of directors and urge the Secretary of the board of directors to do a good job in relevant information disclosure;
2. The heads of all departments and subordinate companies of the company shall report major events related to their own departments and subordinate companies to the Secretary of the board of directors at the first time;
3. Contracts, letters of intent, memoranda and other documents involving major events signed by the company shall be notified to the Secretary of the board of directors and confirmed by the Secretary of the board of directors before signing. If it cannot be confirmed in advance due to special circumstances, it shall be submitted to the Secretary of the board of directors and the Securities Department of the company immediately after signing the relevant documents.
In case of significant progress or changes in the above matters, relevant personnel shall report to the chairman or the Secretary of the board of directors in time, and the Secretary of the board of directors shall do a good job in relevant information disclosure in time.
Article 24 procedures for drafting, reviewing, notifying and issuing temporary announcements
The company’s securities department is responsible for drafting the draft of the interim announcement, and the Secretary of the board of directors is responsible for reviewing it. The interim announcement shall be timely notified to the directors, supervisors and senior executives
