Wuxi Apptec Co.Ltd(603259) information disclosure management system
(revised in 2022)
catalogue
Chapter title page chapter 1 general 1
Chapter II Contents and standards of information disclosure 3
Section I periodic reports 3
Section II interim report 7
Chapter III information transmission, review and disclosure procedures 13
Chapter IV management responsibilities of information disclosure 16
Section I responsibilities of information disclosure management departments and their principals 16
Section II Duties of directors, the board of directors, supervisors, the board of supervisors and senior managers 16
responsibility
Section III records and custody of the performance of duties by directors, supervisors and senior managers 18
system
Chapter V information confidentiality 18
Chapter VI internal control and supervision mechanism of financial management and accounting 18
Chapter VII information communication and system with investors, securities service institutions and media 19
Chapter VIII information disclosure management and reporting system of company departments and subordinate companies 20
degree
Chapter IX reporting system for receiving relevant documents from securities regulatory authorities 21
Chapter X accountability mechanism and handling measures for violators 21
Chapter XI supplementary provisions 21
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as “the company” or “the company”), strengthen the management of 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 measures for the administration of information disclosure of Companies in Shanghai Stock Exchange and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules of Shanghai Stock Exchange) Relevant laws, regulations and normative documents such as the self regulatory guidelines for listed companies on the Shanghai Stock Exchange No. 2 – management of information disclosure affairs, the Securities Listing Rules of the stock exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”), the securities and Futures Ordinance and the insider information disclosure guidelines issued by the Hong Kong Securities and Futures Commission (hereinafter referred to as the “CSRC”) This system is hereby formulated in accordance with the Listing Rules of the stock exchange where the company’s shares are listed and the relevant provisions of the Wuxi Apptec Co.Ltd(603259) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the information disclosure obligor shall timely perform the obligation of information disclosure according to law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions. The information disclosure obligor shall publicly disclose the information to all investors at the same time, and shall not disclose it to any unit or individual in advance. However, unless otherwise provided by laws and administrative regulations.
The company shall, in accordance with the provisions of the relevant disclosure guidelines of the stock exchange where the company’s shares are listed, take the initiative to disclose the operational information of the industry that has a significant impact on the decision-making of investors. Industry operational information refers to industry information and operational information related to the business of listed companies.
Article 3 the company’s securities are publicly issued and traded both at home and abroad, and the information disclosed by the information disclosure obligor abroad shall be disclosed at the same time in China. That is, before the latest trading time of the two securities markets, the information with the same content but prepared in accordance with the information disclosure requirements of the local securities market and the reading habits of investors shall be disclosed in the two markets at the same time.
If the company’s information shall be disclosed in accordance with the provisions of the stock exchange where the shares of different companies are listed, the company shall disclose it in accordance with the applicable relevant rules and format requirements; If it is not required by the stock exchanges of the two places at the same time, but only the important matters required to be disclosed under the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) or the stock exchange of Hong Kong Limited (hereinafter referred to as “Stock Exchange”), Then the company can conduct the transaction in another company according to the relevant applicable rules, so the disclosure format specified by the stock exchange where the company’s shares are listed (such as H-share announcement or overseas regulatory announcement) can be disclosed at the same time.
Article 4 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the information disclosed.
Article 5 before insider information is disclosed according to law, insiders of insider information and those who illegally obtain insider 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 6 in addition to the information that needs to be disclosed according to law, the information disclosure obligor may voluntarily disclose the information related to the value judgment and investment decision made by the investor, but it shall not conflict with the information disclosed according to law or mislead the investor.
The information voluntarily disclosed by the information disclosure obligor shall be true, accurate and complete. Voluntary information disclosure shall abide by the principle of fair information disclosure, maintain the continuity and consistency of information disclosure, and shall not make selective information disclosure.
The information disclosure obligor shall not use the information voluntarily disclosed to improperly affect the trading price of the company’s securities and their derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation.
On the premise of complying with the provisions of the preceding three paragraphs, the company shall voluntarily disclose the information that does not meet the requirements of the securities regulatory authority of the place where the company’s shares are listed and the rules of the stock exchange, but is judged by the company in combination with its own fundamental situation to be related to the value judgment and investment decision-making of investors, after being submitted to the board of directors for review and confirmation by the Secretary of the board of directors, with reference to the corresponding guidelines for the format of temporary announcement (if any).
Article 7 information disclosure documents mainly include prospectus, prospectus, listing announcement, periodic report, interim report, acquisition report, etc.
Article 8 the information disclosed in accordance with the law shall be published on the website of the stock exchange where the company’s shares are listed (jointly or solely referring to the Shanghai Stock Exchange and / or the stock exchange according to specific requirements, the same below) and the media that meet the conditions stipulated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and disclosed in accordance with the Hong Kong Listing Rules (if required), and shall be kept at the company’s domicile The company’s office address and Stock Exchange (if required) are available for public inspection.
If the company and relevant information disclosure obligors really need it, they can release major information through press conferences, media interviews, the company’s website and online self media during non trading hours, but they shall disclose relevant announcements within the latest information disclosure period.
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 full text of the information disclosure documents shall be disclosed on the website of the stock exchange where the company’s shares are listed and the website legally operated by the newspapers and periodicals meeting the conditions prescribed by the CSRC. The summaries of the information disclosure documents such as the periodic report and the acquisition report shall be disclosed on the website of the stock exchange where the company’s shares are listed and in line with the requirements of the CSRC
Article 10 the information disclosure documents shall be in Chinese and / or English required by the stock exchange where the company’s shares are listed. Where both Chinese and English texts are adopted, the information disclosure obligor shall ensure that the contents of the two texts are consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail for the announcement disclosed in accordance with the Listing Rules of Shanghai Stock Exchange and the administrative measures for information disclosure of listed companies, and the English version shall prevail for the announcement disclosed in accordance with the Hong Kong listing rules.
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, and the timely disclosure may damage the interests of the company or mislead investors, and meets the following conditions, the company shall handle the suspension or exemption of information disclosure in accordance with the management system of Wuxi Apptec Co.Ltd(603259) information disclosure suspension and exemption business:
(I) relevant information has not been leaked;
(II) relevant insiders have made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
Chapter II Contents and standards of information disclosure
Section I periodic report
Article 12 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly 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. The financial and accounting reports in the interim report may not be audited, but the company shall be audited under any of the following circumstances:
(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 should be audited according to the relevant provisions of the CSRC, the CSRC of Hong Kong or the stock exchange where the company’s shares are listed.
The financial information in the quarterly report need not be audited, unless otherwise stipulated by the CSRC, the Hong Kong Securities Regulatory Commission and the stock exchange where the company’s shares are listed.
Article 13 the annual report shall be within 4 months from the end of each fiscal year, the annual performance announcement shall be within 3 months from the end of each fiscal year, and the interim report and interim performance announcement shall be within 2 months from the end of the first half of each fiscal year (the interim report disclosed by the company in the overseas market in accordance with the rules of the Hong Kong Stock Exchange may be disclosed within 3 months from the end of the first half of each fiscal year), The quarterly report shall be prepared and disclosed within one month after the end of the third and ninth months of each fiscal year. The disclosure time of the quarterly report of the first quarter shall not be earlier than that of the annual report of the previous year.
If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall timely report to the stock exchange where the company’s shares are listed (if required), and announce the reasons for the failure, solutions and the deadline for delayed disclosure.
Article 14 the company shall make an appointment with the stock exchange where the company’s shares are listed for the disclosure time of the periodic report.
The company shall handle the disclosure of periodic reports within the time specified by the stock exchange where the company’s shares are listed. If it is necessary to change the disclosure time for some reason, it shall submit a written application to the stock exchange in the place where the company’s shares are listed five trading days in advance, stating the reasons for the change and the disclosure time after the change, and the stock exchange in the place where the company’s shares are listed shall decide whether to adjust it according to the situation. In principle, the stock exchange where the company’s shares are listed only accepts one change application. Where the stock exchange where the company’s shares are listed has other provisions, the relevant provisions shall prevail.
Article 15 the board of directors of the company shall ensure that the company discloses periodic reports on time. If the resolution of the board of directors to review the periodic report cannot be formed for some reason, the company shall disclose the relevant information in the form of the announcement of the board of directors, explaining the reasons for the failure to form the resolution of the board of directors and the existing risks.
The company shall not disclose periodic reports that have not been examined and approved by the board of directors.
Article 16 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 at the end of the reporting period, and the shareholding of the top 10 shareholders of the company;
(IV) shareholders holding more than 5%, 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 China Securities Regulatory Commission, the Hong Kong Securities Regulatory Commission and the stock exchange where the company’s shares are listed.
Article 17 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 company’s top 10 shareholders, and the changes of 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 stipulated by the China Securities Regulatory Commission, the Hong Kong Securities Regulatory Commission and the stock exchange where the company’s shares are listed.
Article 18 the quarterly report shall be prepared in accordance with the requirements of the CSRC, the Hong Kong Securities Regulatory Commission and the stock exchange where the company’s shares are listed for the content, format and preparation rules of such reports.
Article 19 the board of directors of the company shall organize relevant personnel to arrange the preparation and disclosure of periodic reports in accordance with the relevant provisions of the CSRC, the Hong Kong Securities Regulatory Commission and the stock exchange where the company’s shares are listed.
The company shall prepare, review and disclose periodic reports in accordance with Article 46 of the system.
The directors and senior managers of the company shall sign written confirmation opinions on the periodic reports to explain whether the preparation and review procedures of the board of directors comply with laws, administrative regulations and CSRC
