Information disclosure management system of debt financing instruments
(revised on March 16, 2022)
Chapter I General Provisions
Article 1 in order to further strengthen the management of information disclosure of Xiamen King Long Motor Group Co.Ltd(600686) (hereinafter referred to as “the company”), promote the standardized operation of the company in accordance with the law, and safeguard the legitimate rights and interests of the company and investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant national laws Laws and regulations, rules for information disclosure of debt financing instruments of non-financial enterprises in the inter-bank bond market (version 2021) (hereinafter referred to as “information disclosure rules”), articles of association and other relevant provisions, revise the management system for information disclosure of debt financing instruments (hereinafter referred to as “the system”).
Article 2 the company shall perform the obligation of information disclosure in a timely and fair manner.
Article 3 before the disclosure of inside information according to law, any insider shall not disclose or disclose the information, and shall not use the information for insider trading.
Article 4 the “information” mentioned in this system refers to the material information that may have a significant impact on the debt financing instruments that the company is preparing to issue or have been issued and have not been cashed, but the investors have not yet learned.
“Public disclosure” refers to the announcement of information by the company and relevant information disclosure responsible persons on the media recognized by Bank Of China Limited(601988) inter market dealers association (hereinafter referred to as “Dealers Association”) in accordance with laws, administrative regulations, departmental rules, information disclosure rules and other relevant provisions.
Article 5 when disclosing information, the company shall follow the principles of truthfulness, accuracy, completeness, timeliness and fairness, and shall not have false records, misleading statements or major omissions. The language of information disclosure shall be concise, plain and clear, and there shall be no words and sentences of congratulation, advertising, compliment or slander.
Article 6 once the information disclosure documents are published, they shall not be changed at will. If it is really necessary to make changes or corrections, the change announcement and the changed or corrected information disclosure documents shall be disclosed. The disclosed original documents shall be retained in the information disclosure channel, and relevant institutions and individuals shall not change or replace them.
Chapter II Contents and standards of information disclosure
Article 7 during the duration of the company’s debt financing instruments that are ready to be issued or have been issued and have not been cashed, the company needs to perform the obligation of public disclosure of information in accordance with this system.
Article 8 the current issuance documents of debt financing instruments that the company shall disclose shall at least include the following contents:
(I) audited financial reports of the enterprise in the last three years and the latest accounting statements;
(II) prospectus;
(III) credit rating report (if any);
(IV) trustee agreement (if any);
(V) legal opinions;
(VI) other documents required by the dealers association.
Where there are other provisions or agreements on the contents involved in this article by directional issuance, such provisions or agreements shall prevail.
The company shall disclose the issuance results no later than the first day of trading and circulation of debt financing instruments. The contents of the announcement include but are not limited to the actual issuance scale, term, price and other information of the bonds of the current period.
Article 9 during the duration of debt financing instruments, the time of information disclosure of an enterprise shall not be later than the time when the enterprise publishes relevant information on other designated information disclosure channels in accordance with the requirements of domestic and foreign regulatory authorities, market self-discipline organizations and securities trading places.
If debt financing instruments are publicly issued and traded at the same time in China and abroad, the information disclosed by its information disclosure obligor abroad shall be disclosed at the same time in China.
Article 10 during the duration of debt financing instruments, an enterprise shall disclose periodic reports in accordance with the following requirements: (I) the company shall disclose the annual report of the previous year within 4 months after the end of each fiscal year. The annual report shall include the main information of the enterprise during the reporting period, the audit report issued by the audit institution, the audited financial statements, notes and other necessary information;
(II) the company shall disclose the semi annual report within 2 months after the end of the first half of each fiscal year;
(III) the company shall disclose the quarterly financial statements within one month after the end of the first three months and nine months of each fiscal year. The disclosure time of the first quarter financial statements shall not be earlier than that of the annual report of the previous year;
(IV) the financial statements of the periodic report shall at least include the balance sheet, income statement and cash flow statement. An enterprise preparing consolidated financial statements shall, in addition to providing consolidated financial statements, disclose the financial statements of the parent company.
Where a company issues debt financing instruments in a targeted manner, it shall disclose periodic reports in accordance with the time specified in the preceding paragraph and in accordance with the requirements for financial information disclosure of targeted registered issuance.
Article 11 if the company is unable to disclose the periodic report on time, it shall disclose the explanatory documents of the non disclosure of the periodic report on time before the disclosure deadline specified in Article 10 of the system, including but not limited to the reasons for the non disclosure on time, the expected disclosure time, etc.
The company’s disclosure of the explanatory documents mentioned in the preceding paragraph does not mean that it is exempted from the obligation of information disclosure of periodic reports.
Article 12 during the duration, when the company has major events that may affect the solvency of debt financing instruments or the rights and interests of investors, it shall disclose them in time, and explain the causes, current status and possible impact of the events. The major events mentioned include but are not limited to:
(I) change of enterprise name;
(II) major changes have taken place in the production and operation of the enterprise, including the suspension of all or main businesses, major changes in the external conditions of production and operation, etc;
(III) the enterprise changes its financial report audit institution, debt financing instrument trustee and credit rating agency;
(IV) changes in more than 1 / 3 of the directors, more than 2 / 3 of the supervisors, chairman of the board, general manager or personnel with the same responsibilities of the enterprise;
(V) the legal representative, chairman, general manager or personnel with the same duties of the enterprise are unable to perform their duties;
(VI) the controlling shareholder or actual controller of the enterprise changes, or the equity structure changes significantly;
(VII) the enterprise provides major asset mortgage, pledge or external guarantee, which exceeds 20% of the net assets at the end of the previous year;
(VIII) asset sale, transfer, scrapping, free transfer, major investment and major asset reorganization that may affect the solvency of the enterprise;
(IX) the enterprise incurs heavy losses exceeding 10% of the net assets at the end of the previous year, or abandons creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
(x) the equity and management rights of the enterprise involve entrusted management;
（11） The enterprise loses the actual control over important subsidiaries;
（12） Changes in credit enhancement arrangements of debt financing instruments;
（13） Enterprises transfer debt financing instruments to pay off their obligations;
（14） The enterprise’s one-time debt to others exceeds 10% of the net assets at the end of the previous year, or the new loan exceeds 20% of the net assets at the end of the previous year;
（15） The enterprise fails to pay off its due debts or the enterprise restructures its debts;
（16） The enterprise is suspected of violation of laws and regulations, is investigated by the competent authority, is subject to criminal punishment, major administrative punishment or administrative supervision measures, and the punishment related to bond business made by the market self-discipline organization, or has serious dishonesty;
（17） The legal representative, controlling shareholder, actual controller, directors, supervisors and senior managers of the enterprise are suspected of violating laws and regulations, are investigated by the competent authority, take compulsory measures, or have serious dishonesty;
（18） The enterprise is involved in major litigation and arbitration matters;
（19） The assets of the enterprise that may affect its solvency are sealed up, seized or frozen; （20） The enterprise plans to distribute dividends, or has the situation of capital reduction, merger, division, dissolution and application for bankruptcy;
（21） The enterprise involves market rumors that need to be explained;
（22） The credit rating of debt financing instruments changes;
（23） The enterprise enters into other major contracts that may have an important impact on its assets, liabilities, equity and operating results;
（24） Other matters to be disclosed as agreed in the issuance documents or promised by the enterprise;
（25） Other matters that may affect its solvency or the rights and interests of investors.
Where there are other provisions or agreements on the contents involved in this article by directional issuance, such provisions or agreements shall prevail.
Article 13 the company shall, within 2 working days after the occurrence of the following circumstances, perform the obligation of information disclosure on major matters specified in Article 12 of the system.
(I) when the board of directors, the board of supervisors or other decision-making bodies have formed resolutions on major issues; (II) when the parties concerned sign a letter of intent or agreement on major matters;
(III) when the directors, supervisors, senior managers or persons with equivalent responsibilities know that the major event has occurred;
(IV) when receiving the decision or notice of relevant competent authorities on major matters;
(V) when completing the change of industrial and commercial registration.
In case of disclosure or market rumors of major events, the company shall perform the obligation of information disclosure of major events specified in Article 12 of the system within 2 working days after the occurrence of such circumstances.
In case of significant progress or change in the disclosed major events, the company shall disclose the progress or change and the possible impact within 2 working days after the date of progress or change.
Article 14 Where a company changes its information disclosure management system, it shall disclose the main contents of the changed system when disclosing the latest annual report or semi annual report; If the company is unable to disclose the above periodic reports on time, it shall disclose the main contents of the changed system before the disclosure deadline specified in Article 10 of the system. Article 15 Where an enterprise changes the person in charge of information disclosure, it shall disclose the change and the successor within 2 working days after the date of change; If the successor is not determined and disclosed after the change of the person in charge of information disclosure, it shall be regarded as the legal representative. If the successor is subsequently determined, it shall be disclosed within 2 working days after the date of determining the successor.
Article 16 if the company corrects the errors of financial information and involves unaudited financial information, it shall disclose the correction announcement and the corrected financial information at the same time.
If the audited financial information is involved, the company shall hire an accounting firm to conduct a comprehensive audit or conduct special assurance on the corrected matters, and disclose the special assurance report and the corrected financial information within 30 working days after the disclosure of the correction announcement; If the correction has a wide impact on the audited financial statements, or the event leads to changes in the nature of the company’s profits and losses in relevant years, an accounting firm shall be hired to conduct a comprehensive audit of the corrected financial information, and the audit report and audited financial information shall be disclosed within 30 working days after the disclosure of the correction announcement.
Article 17 Where an enterprise changes the purpose of the raised funds by debt financing instruments, it shall perform the necessary change procedures in accordance with the provisions and agreements, and disclose the purpose of the raised funds to be changed at least five working days before the use of the raised funds.
Article 18 where the obligation of debt financing instruments is transferred, the successor shall accept the self-discipline management of the dealers association, perform the corresponding obligations according to the requirements for enterprises in this system, and disclose the relevant information of the person in charge of information disclosure and the main contents of the information disclosure management system before the date of submitting the application for registration change of debt financing instruments.
Article 19 Where a debt financing instrument is attached with special terms such as option terms and investor protection terms, the enterprise shall timely disclose the trigger and implementation of the relevant terms in accordance with the relevant provisions and the provisions of the issuance documents.
Article 20 an enterprise shall disclose the announcement of interest payment or payment arrangements at least five working days before the interest payment date or principal payment date of debt financing instruments.
Article 21 Where there is great uncertainty in the repayment of debt financing instruments, the enterprise shall timely disclose the risk prompt announcement with great uncertainty in interest payment or cashing.
Article 22 If the debt financing instrument fails to pay the interest or cash the principal in full on schedule as agreed, the enterprise shall disclose the announcement of the failure to pay the interest or cash in full on schedule on the same day; The duration management institution shall disclose the announcement of failure to pay interest or cash in full on schedule no later than the next working day.
Article 23 during the period of default disposal of debt financing instruments, the enterprise and the duration management institution shall disclose the progress of default disposal, and the enterprise shall disclose the main contents of the disposal plan. The interest shall be paid within 1 working day during the disclosure period.
Chapter III Management of information disclosure
Section I responsible persons and responsibilities of information disclosure
Article 24 the information disclosure management system shall be applicable to the following personnel and institutions:
(I) secretary of the board of directors and Securities 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) principals and property rights representatives of all departments of the company’s headquarters and investment enterprises;
(VI) controlling shareholders and major shareholders holding more than 5%;
(VII) other company personnel and departments responsible for information disclosure.
Article 25 the person in charge of information disclosure shall be the Secretary of the board of directors. The person in charge of information disclosure is responsible for organizing and coordinating the information disclosure of debt financing instruments, accepting inquiries from investors and maintaining investor relations.
Article 26 the company establishes a securities department, which is responsible for the specific implementation of information collection, sorting and disclosure. Article 27 directors, supervisors, senior managers, department heads, subsidiary heads and property rights representatives shall have the obligation to provide information in accordance with the information disclosure requirements of the dealers association, and shall provide work convenience for the Secretary of the board of directors and the securities department to perform their duties and ensure the timeliness, accuracy, fairness and integrity of information disclosure.
Article 28 shareholders holding more than 5% of the company’s shares and the company’s affiliates (including affiliated legal persons, affiliated natural persons and potential affiliates) shall also bear the corresponding obligation of information disclosure.
Article 29 the responsibilities of relevant departments of the company’s information disclosure in information disclosure affairs are as follows:
(I) directors and board of directors
1. The directors and the board of directors shall be diligent and responsible to ensure the authenticity, accuracy and completeness of the company’s information disclosure; 2. The directors shall understand and continue to pay attention to the company’s production and operation, financial status, major events that have occurred or may occur and their impact, and actively investigate and obtain the materials required for information disclosure decisions; 3. When the directors are aware of the occurrence of major events of the company, they shall immediately perform the reporting obligations in accordance with the provisions of the company; 4. Without the written authorization of the board of directors, the directors
