Jiangxi Sanxin Medtec Co.Ltd(300453)
Information disclosure management system
March, 2002
catalogue
Chapter I General Provisions Chapter II Basic Principles and general provisions of information disclosure Chapter III information to be disclosed and disclosure standards Section 1 prospectus, prospectus and listing announcement seven
Section II periodic reports eight
Section III interim report twelve
Section IV transactions to be disclosed sixteen
Section V other major events to be disclosed eighteen
Section VI Information Disclosure involving various departments and subordinate companies Chapter IV responsibilities and management system of information disclosure twenty-five
Section I responsibilities of information disclosure management department and its person in charge twenty-five
Section II responsibilities of directors, the board of directors, supervisors, the board of supervisors and senior managers twenty-five
Section III record and custody system of directors, supervisors and senior managers performing their duties Chapter V procedures for information disclosure 27 Chapter VI confidentiality measures and confidentiality responsibilities of information disclosure Chapter VII internal control and supervision mechanism of financial management and accounting Chapter 8 information communication and system with investors, securities service institutions, media, etc Chapter IX reporting system for receiving relevant documents from securities regulatory authorities Chapter X reporting, reporting and supervision system for the purchase and sale of shares of the company by directors, supervisors and senior managers of the company Chapter XI accountability mechanism and handling measures for violators Chapter 12 supplementary provisions 33 thirty-three
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Jiangxi Sanxin Medtec Co.Ltd(300453) (hereinafter referred to as "the company" or "the company"), ensure the authenticity, accuracy and integrity of the company's information disclosure, and effectively safeguard the legitimate rights and interests of the company, shareholders and investors, according to 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 measures for the administration of information disclosure of listed companies (hereinafter referred to as the administrative measures), the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the Listing Rules) and other relevant laws and regulations This system is formulated in accordance with the relevant normative documents issued by Shenzhen Stock Exchange and the provisions of Jiangxi Sanxin Medtec Co.Ltd(300453) articles of Association (hereinafter referred to as the articles of association).
Article 2 the company shall disclose information truthfully, accurately, completely, timely and fairly, and shall not have false records, misleading statements or major omissions.
Article 3 the company and its directors, supervisors and senior managers shall faithfully and diligently perform their duties and ensure that the information disclosed is true, accurate, complete, timely, fair, concise, clear and easy to understand.
Article 4 before information disclosure, the company, its directors, supervisors, senior managers, relevant information disclosure obligors and other insiders shall keep the insiders of the information to a minimum, and shall not disclose undisclosed material information, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
In case of any major undisclosed information leakage, market rumors or abnormal fluctuations in stock trading, the company and relevant information disclosure obligors shall take timely measures, report to Shenzhen Stock Exchange and make an announcement immediately.
Article 5 the controlling shareholders, actual controllers and other relevant information disclosure obligors of the company shall exercise the rights of shareholders according to law and shall not abuse the rights of shareholders to damage the interests of the company or other shareholders.
Shareholders, actual controllers, purchasers 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.
The shareholders and actual controllers of the company shall pay special attention to the confidentiality of major matters in the planning stage. If there are reports or rumors related to the shareholders and actual controllers of the company that may have a great impact on the trading price of the company's shares and their derivatives in the public media, the shareholders and actual controllers shall timely and accurately inform the company of the matters involved in the reports or rumors, and actively cooperate with the company's investigation and relevant information disclosure.
Article 6 information disclosure documents mainly include prospectus, corporate bond prospectus, listing announcement, regular report and interim report, etc.
Article 7 information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the contents of the two versions shall be consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Article 8 the company shall, in accordance with the requirements of the listing rules and other relevant laws, regulations and normative documents, publish the information to be disclosed to the public through the specified media within the specified time and in the specified manner, and copy the information disclosure documents to the dispatched office of the CSRC and the Shenzhen stock exchange in accordance with the relevant provisions.
The time of releasing information on the company's website and other media shall not be earlier than the designated media, and the unpublished major information shall not be disclosed or leaked by any other means such as press release or answering reporters' questions before the announcement of the designated media. It is not allowed to replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters' questions, and it is not allowed to replace the interim reporting obligations that should be performed in the form of regular reports.
Article 9 the company shall place the information disclosure documents such as regular reports, interim reports and relevant documents for future reference at the place of the company's domicile and Shenzhen stock exchange for public inspection at the same time of announcement.
Chapter II Basic Principles and general provisions of information disclosure
Article 10 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in accordance with laws, regulations, departmental rules, listing rules, measures and notices issued by Shenzhen Stock Exchange and other relevant provisions.
Article 11 the company shall timely and fairly disclose all information that may have a great impact on the trading price of the company's shares and their derivatives, and ensure that the disclosed information is true, accurate and complete without false records, misleading statements or major omissions. The public notice and relevant documents for future reference shall be submitted to Shenzhen Stock Exchange within the first time and announced immediately.
Article 12 If the events occurred 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 shares and their derivatives, the company shall, in accordance with the listing rules Timely disclose relevant information in accordance with the provisions of this system.
Article 13 the company shall clarify the scope of Information Disclosure Responsibilities and confidentiality responsibilities of the company's internal (including holding subsidiaries) and relevant personnel, so as to ensure that the company's information disclosure meets the requirements of this system, the listing rules and other laws, regulations and normative documents.
Article 14 the company and relevant information disclosure obligors shall pay attention to the reports of the public media (including relevant websites) on the company and the trading of the company's shares and their derivatives, timely understand the real situation from relevant parties, and truthfully reply to the inquiries raised by Shenzhen Stock Exchange on the above matters within the specified time limit, And make timely, true, accurate and complete announcements on relevant situations in accordance with the listing rules and the regulations of this system. It is not allowed to fail to perform the obligations of reporting, announcing and replying to the inquiries of Shenzhen Stock Exchange on the grounds that the relevant matters are uncertain or need to be kept confidential.
Article 15 the information disclosed by the company includes regular reports and interim reports.
The company and relevant information disclosure obligors shall submit the announcement manuscripts and relevant documents for future reference to Shenzhen Stock Exchange at the first time, and the submitted announcement manuscripts and relevant documents for future reference shall meet the requirements of Shenzhen Stock Exchange.
Article 16 when disclosing information, the company shall use clear and appropriate language and concise and easy to understand words. The content shall be easy to understand and shall not contain any words and sentences of publicity, advertising, compliment or slander. If there is any error, omission or misleading in the periodic report or interim report disclosed by the company, the company shall make an explanation and make an announcement in accordance with the requirements of Shenzhen Stock Exchange.
Article 17 after the company's regular report and interim report are registered in Shenzhen Stock Exchange, they shall be posted on the media and cninfo website designated by CSRC http://www.cn info. com. cn. disclosure.
If the company fails to disclose according to the set date, or the contents of the documents disclosed on the media designated by the CSRC are inconsistent with the contents of the documents submitted to the Shenzhen stock exchange for registration, it shall immediately report to the Shenzhen Stock Exchange.
Article 18 the company and relevant information disclosure obligors shall not release major information in other public media before the designated media, and shall not disclose or disclose undisclosed major information in any other way such as press release or answering reporters' questions before the announcement of the designated media.
The directors, supervisors and senior managers of the company shall abide by and urge the company to abide by the above provisions.
Article 19 the company shall be equipped with necessary communication equipment for information disclosure and ensure the smooth flow of external consultation telephone. Article 20 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 the insider of the relevant insider information has made a written commitment to confidentiality, the company may apply for suspension of disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
If the information delayed from disclosure is indeed confidential, has been leaked or there are market rumors, resulting in significant fluctuations in the trading price of the company's shares and their derivatives, the company shall immediately disclose the planning and progress of relevant matters.
Article 21 the information to be disclosed by the company and relevant information disclosure obligors belongs to state secrets, trade secrets and other situations. The disclosure or performance of relevant obligations in accordance with the listing rules or the system may lead to the company's violation of state laws and regulations on confidentiality, unfair competition, damage to the interests of the company and investors or mislead investors, May apply to Shenzhen stock exchange for exemption from disclosure.
Listed companies and relevant information disclosure obligors shall carefully determine the suspension and exemption of information disclosure, and shall not arbitrarily expand the scope of suspension and exemption.
Article 22 the company's information disclosure shall reflect the principles of openness, fairness and fairness to all shareholders.
Article 23 when the company and relevant information disclosure obligors release unpublished major information, they must publicly disclose it to all investors, so that all investors can learn the same information at the same time, and shall not privately disclose, disclose or divulge it to institutional investors, analysts, news media and other specific objects in advance.
Specific objects include but are not limited to:
(I) institutions, individuals and their affiliates engaged in securities analysis, consulting and other securities services;
(II) institutions, individuals and their affiliates engaged in securities investment;
(III) news media, journalists and their affiliates;
(IV) listed companies or other institutions or individuals recognized by Shenzhen Stock Exchange.
Article 24 before direct communication with specific objects, the company shall require specific objects to sign a letter of commitment, which shall at least include the following contents:
(I) promise not to deliberately inquire into the material information not disclosed by the listed company, and not to communicate or inquire with personnel other than the designated personnel of the listed company without the permission of the listed company;
(II) promise not to disclose the unpublished material information obtained unintentionally, and not to use the obtained unpublished material information to buy and sell the company's securities or suggest others to buy and sell the company's securities;
(III) promise to indicate the source of data in case of profit forecast and stock price forecast in investment value analysis report, press release and other documents, and do not use subjective assumptions and data lacking factual basis;
(IV) promise to inform the listed company of the investment value analysis report, press release and other documents before release or use;
(V) clarify the responsibility for breach of commitment.
Article 25 the company shall carefully check the investment value analysis report, press release and other documents notified by specific objects. If it is found that there are errors and misleading records, it shall be required to correct them; If it refuses to make corrections, the listed company shall issue a Clarification Announcement in a timely manner. If it is found that it involves unpublished material information, the company shall immediately report to Shenzhen Stock Exchange and make an announcement.
Article 26 Where a company provides information related to the disclosed information to specific objects such as institutional investors, analysts or news media, if other investors also put forward the same requirements, the listed company shall provide it equally.
Article 27 the company shall not disclose or disclose unpublished material information at the general meeting of shareholders. If the event notified to the shareholders belongs to the situation of not disclosing major information, the notified event shall be disclosed at the same time as the announcement of the resolution of the general meeting of shareholders.
Article 28 when necessary, the company can expand the scope of information dissemination by holding press conferences, investor talks, online explanation meetings, etc., so that more investors can know the major information disclosed by the company in time.
Article 29 the directors, supervisors and senior managers of the company shall inform the Secretary of the board of directors before accepting the interview and research of specific objects, and the Secretary of the board of directors shall properly arrange the interview or research process and participate in the whole process. The interviewee or researcher shall form a written record of the investigation process and the contents of the meeting, and jointly sign with the interviewee or researcher for confirmation. The Secretary of the board of directors shall sign for confirmation at the same time.
The Secretary of the board of directors of the company shall submit the written records jointly signed and confirmed by the personnel mentioned in the preceding paragraph to Shenzhen stock exchange for filing within five working days after the relevant personnel accept the interview and research of specific objects.
Article 30 the company shall place the relevant information of communication with specific objects or receiving research and interview with specific objects on the company's website or disclose it in the form of announcement.
Article 31 when the company needs to submit documents and provide undisclosed material information to the shareholders, actual controllers or banks, tax, statistics departments, intermediaries and business negotiation counterparties of the company due to special circumstances, it shall timely report to Shenzhen Stock Exchange and perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen stock exchange. The company shall also require intermediaries and business negotiation counterparties to sign confidentiality agreements to ensure that relevant information will not be disclosed, and promise to
