Jiangsu Azure Corporation(002245)
Information disclosure management system
(reviewed and adopted by the 25th session of the 5th board of directors on March 19, 2022)
Chapter I General Provisions
Article 1 in order to strengthen the information management of the company, ensure the authenticity, accuracy, integrity and timeliness of external information disclosure, and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock Listing Rules of Shenzhen Stock Exchange, the measures for the administration of information disclosure of listed companies and other laws and regulations, and in combination with the actual situation of the company, Formulate this system.
Article 2 the term “information disclosure” as mentioned in this system refers to the disclosure of major information that may have a significant impact on the company’s stock price but is not known to investors to the public within a specified time and in a specified way. Article 3 the company’s information disclosure documents mainly include prospectus, prospectus, listing announcement, periodic report, interim report, acquisition report, etc.
Article 4 the term “information disclosure obligors” as mentioned in this system refers to the company and its directors, supervisors, senior managers, shareholders, actual controllers, purchasers, 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 that undertake the obligation of information disclosure as stipulated by administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
Chapter II Basic Principles of information disclosure
Article 5 the company shall truthfully, accurately, completely and timely submit and disclose information in strict accordance with the content and format requirements of information disclosure stipulated in laws, regulations and the articles of association, and there shall be no false records, misleading statements or major omissions. The information disclosure obligor shall publicly disclose information to all investors at the same time. Article 6 the company and relevant information disclosure obligors shall strictly abide by the principle of fair information disclosure and prohibit selective information disclosure. All investors have the same right to obtain the company’s undisclosed material information.
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 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.
Article 9 when disclosing information according to law, the company and other information disclosure obligors shall submit the announcement manuscript and relevant documents for future reference to Shenzhen Stock Exchange at the first time and publish them in the media designated by China Securities Regulatory Commission, and submit the announcement manuscript and relevant documents for future reference to Jiangsu Securities Regulatory Bureau of China Securities Regulatory Commission in accordance with the regulations, and keep them at the company’s residence for public inspection. After the company’s periodic disclosure report and the interim report designated by the CSRC shall be submitted to the Shenzhen stock exchange for registration. The company shall ensure that the documents disclosed on the media designated by the CSRC are completely consistent with the contents registered by the Shenzhen Stock Exchange.
Article 10 the information disclosed by the company according to law shall be published on the website of Shenzhen Stock Exchange and the media that meet the conditions stipulated by the CSRC, and shall be kept at the company’s domicile and Shenzhen stock exchange for the public to consult.
The information disclosure obligor shall not release information on the company’s website and other media before the designated media. The information disclosure obligor 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 11 Where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by the stock exchange, timely disclosure may damage the interests of the company or mislead investors, and meets the following conditions, an application for suspension of disclosure may be submitted to Shenzhen Stock Exchange, stating the reasons and time limit for suspension of disclosure: (I) the information to be disclosed has not been disclosed;
(II) the insiders of the inside information have made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
With the consent of Shenzhen Stock Exchange, the company may suspend the disclosure of relevant information. Generally, the period of suspension of disclosure shall not exceed two months. If the application for suspension of disclosure is not approved by Shenzhen Stock Exchange, the reason for suspension of disclosure has been eliminated, or the period for suspension of disclosure expires, the company shall disclose it in time.
If the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by the stock exchange, and the disclosure or performance of relevant obligations in accordance with the Listing Rules may lead to its violation of relevant national confidentiality laws and regulations or damage the interests of the company, it may apply to the stock exchange for exemption from the disclosure or performance of relevant obligations in accordance with the listing rules.
The company shall carefully determine the suspension and exemption of information disclosure. If the company decides to suspend or exempt the disclosure of specific information, the Secretary of the board of directors shall be responsible for registration, which shall be properly filed and kept after being signed and confirmed by the chairman of the company.
Chapter III contents and standards of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 12 the preparation of the prospectus by the company shall comply with the relevant provisions of the CSRC. All information that has a significant impact on investors’ investment decisions shall be disclosed in the prospectus.
After the application for public offering of securities is approved by the CSRC, the prospectus shall be announced before the issuance of securities. Article 13 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the prospectus to ensure that the information disclosed is true, accurate and complete. The prospectus shall be stamped with the official seal of the company.
Article 14 after the application for securities issuance is approved by the CSRC and before the end of the issuance, if important matters occur, the company shall make a written explanation to the CSRC and, with the consent of the CSRC, revise the prospectus or make a corresponding supplementary announcement.
Article 15 when applying for securities listing and trading, the company shall prepare a listing announcement in accordance with the provisions of Shenzhen Stock Exchange, and make an announcement after being examined and approved by Shenzhen Stock Exchange.
The directors, supervisors and senior managers of the company shall sign written confirmation opinions on the listing announcement to ensure that the information disclosed is true, accurate and complete. The listing announcement shall be affixed with the official seal of the company.
Article 16 Where the prospectus or listing announcement quotes the professional opinions or reports of the sponsors and securities service institutions, the relevant contents shall be consistent with the contents of the documents issued by the sponsors and securities service institutions, so as to ensure that the opinions of the sponsors and securities service institutions are not misleading.
Article 17 the provisions of articles 12 to 16 of the system on the prospectus shall apply to the prospectus of corporate bonds.
Article 18 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Section II periodic report
Article 19 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 that complies with the provisions of the securities law.
Article 20 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.
Article 21 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 prescribed by the CSRC.
Article 22 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.
Article 23 the contents of the periodic report shall be examined and approved by the board of directors of the listed 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 listed 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 listed 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 listed company. Where a listed company does not disclose, 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 24 Where the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 25 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 26 Where a non-standard audit opinion is issued in the financial and accounting report in the periodic report, the board of directors of the listed company shall make a special explanation on the matters involved in the audit opinion.
Article 27 the format and preparation rules of the company’s annual report, interim report and quarterly report (if necessary) shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Section III interim report
Article 28 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 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 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;
(IX) major assets are sealed up, seized or frozen; Major bank accounts are frozen;
(x) the listed company is expected to suffer losses or significant changes in its 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 a listed company has a great impact on the occurrence and progress of a major event, it shall timely inform the listed company of the relevant information it knows in writing, and cooperate with the listed company to fulfill its obligation of information disclosure.
Article 29 the shareholders and actual controllers of a listed company shall take the initiative to inform the board of directors of the listed company of the following events and cooperate with the listed company to fulfill its obligation of information disclosure:
(I) 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;
(II) the court ruled to prohibit the controlling shareholder from transferring its shares, and any shareholder holds more than 5% of the company’s shares
