Foshan Haitian Flavouring And Food Company Ltd(603288)
Information disclosure management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Foshan Haitian Flavouring And Food Company Ltd(603288) (hereinafter referred to as the company) and protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the governance standards of listed companies and the measures for the administration of information disclosure of listed companies This system is formulated in accordance with the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules), the Foshan Haitian Flavouring And Food Company Ltd(603288) articles of Association (hereinafter referred to as the articles of association) and the provisions of relevant laws, regulations and rules in combination with the actual situation of the company. Article 2 “information” as mentioned in this system refers to all information that has or may have a significant impact on the trading price of the company’s shares and their derivatives or affect investors’ value judgment and investment decision-making; “Disclosure” in this system refers to the disclosure to the public within the specified time, through the designated media and in the specified way; “Timely” means within two trading days from the starting date or the time point of disclosure.
Article 3 the term “information disclosure obligor” 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, property destruction managers and their members, as well as laws Other subjects undertaking the obligation of information disclosure stipulated by administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
Article 4 the company shall use the media that meet the conditions stipulated by the CSRC and the website of Shanghai Stock Exchange (www.sse. Com. CN.) To publish company announcements and other media that need to disclose information.
The company’s information disclosure adopts direct information disclosure and non direct information disclosure. The company and relevant information disclosure obligors shall submit information disclosure documents through the electronic information disclosure system of listed companies of Shanghai Stock Exchange or other methods recognized by Shanghai Stock Exchange, and disclose them to the public through the website of Shanghai Stock Exchange and media meeting the conditions stipulated by the CSRC.
Article 5 the Secretary of the board of directors of the company is responsible for organizing and coordinating the information disclosure of the company, collecting the information that should be disclosed by the company and reporting to the board of directors, continuously paying attention to the media’s reports on the company and actively verifying the truth of the reports, and handling matters related to the external disclosure of the company’s information. The securities affairs representative of the company assists the Secretary of the board of directors in performing his duties.
Chapter II Basic Principles and general provisions of information disclosure
Article 6 the disclosure of information shall be concise, complete or misleading, and shall not be made in a timely manner in accordance with the law.
The information disclosure obligors shall follow the principle of fairness and face all shareholders and potential investors of the company, so that they can obtain information under the same conditions and avoid selective information disclosure.
Information disclosure obligors shall not replace the reporting and announcement obligations that should be performed in the form of news release or answering reporters’ questions, and shall not replace the interim reporting obligations that should be performed in the form of regular reports.
The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance, unless otherwise provided by laws and administrative regulations.
Before the disclosure of inside information according to law, insiders of inside information and those who illegally obtain inside 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 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. It is not allowed to disclose insider information, conduct insider trading or cooperate with others to manipulate the trading price of the company’s shares and their derivatives.
Article 8 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 shall not conflict with the information disclosed according to law or mislead the investor.
The information disclosure obligor shall not use the information voluntarily disclosed to improperly affect the trading price of the company’s shares and their derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 9 the company shall keep the draft of information disclosure announcement and relevant documents for future reference at the company’s domicile and Shanghai stock exchange for public inspection, and submit them in accordance with the requirements of the securities regulatory bureau of the place where the company is registered. The full text of the information disclosure documents shall be disclosed on the website of Shanghai Stock Exchange and the website of newspapers and periodicals that meet the conditions prescribed by the CSRC. The summaries of information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of Shanghai Stock Exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
Article 10 the company shall carefully determine the suspension and exemption of information disclosure to prevent the disclosure of information suspended or exempted. 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, and properly filed and kept after being signed and confirmed by the chairman of the company.
Article 11 Where the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 12 information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the information disclosure obligor 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 III information to be disclosed and disclosure standards
Section I information disclosure documents
Article 13 information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Section II periodic report
Article 14 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. Article 15 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim report shall be prepared and disclosed within two months from the end of the first half of each fiscal year, and the quarterly report shall be disclosed within one month after the end of the first three months and the first nine months of each fiscal year.
If the company is not expected to disclose the periodic report within the original time, it shall disclose the reasons and solutions in time.
The disclosure time of the company’s first quarter report shall not be earlier than the disclosure time of the annual report of the previous year.
The rules and format requirements for the preparation of periodic reports shall be implemented in accordance with relevant laws, administrative regulations and the relevant provisions of the CSRC and Shanghai Stock Exchange.
Article 16 the president, financial director, Secretary of the board of directors and other senior managers of the company shall timely prepare the draft periodic report and submit it to the board of directors for deliberation; The Secretary of the board of directors shall be responsible for delivering it to the directors for review; The chairman of the board of directors is responsible for convening and presiding over the meetings of the board of directors and reviewing the periodic reports; The board of supervisors is responsible for reviewing the periodic reports prepared by the board of directors; The Secretary of the board of directors is responsible for organizing the disclosure of periodic reports.
Article 17 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 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 18 when the company expects a loss or significant change in its operating performance, it shall make a performance forecast in time.
Article 19 the company may disclose the performance express before the announcement of the periodic report. In one of the following circumstances,
(I) submitting unpublished periodic financial data to relevant authorities before the disclosure of periodic reports, which is expected to be unable to be kept confidential;
(II) performance disclosure before the disclosure of the periodic report, or abnormal fluctuations in the trading of the company’s shares and their derivatives due to performance rumors;
(III) it is proposed to disclose the results of the first quarter, but the annual report of the previous year has not been disclosed. In case of any circumstance in Item (III) of the preceding paragraph, the company shall disclose the performance express of the previous year no later than the announcement of the performance of the first quarter.
Article 20 Where 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.
Section III interim report
Article 21 when a major event occurs that may have a great impact on the trading price of the company’s shares and their derivatives, and the investor has not been informed of it, the company shall immediately disclose it and explain the cause, current status and possible impact of the event. Major events include:
(I) major events stipulated in 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 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 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.
Article 22 Where 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 23 the company shall timely perform the obligation of information disclosure of major events at any of the following time points:
(I) when the board of directors or the board of supervisors forms a resolution on the major event;
(II) when the parties concerned sign a letter of intent or agreement on the major event;
(III) 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:
(I) the major event is difficult to keep confidential;
(II) the major event has been disclosed or there are rumors in the market;
(III) abnormal trading of the company’s shares and their derivatives.
Article 24 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 shares and their derivatives, the company shall disclose the progress or change and the possible impact in a timely manner.
Article 25 Where a major event specified in Article 21 occurs in the holding subsidiary of the company, which may have a great impact on the trading price of the company’s shares 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 shares and their derivatives, the company shall perform the obligation of information disclosure with reference to the above provisions.
Section IV other matters
twentieth
