Yunnan Baiyao Group Co.Ltd(000538) information disclosure management system
(reviewed and approved by the fourth meeting of the ninth board of directors in 2022 on March 24, 2022)
Chapter I General Provisions
Article 1: standardize the disclosure of information and strengthen the management of the company’s rights and interests, This system is formulated in accordance with the provisions of the securities law, the standards for the governance of listed companies, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs, in combination with the articles of association and the actual situation of the company.
Article 2 the “information” referred to in this system refers to all information that may have a significant impact on the trading price of the company’s securities and their derivatives and the information required to be disclosed by the securities regulatory authorities; “Disclosure” in this system refers to publishing the above information to the public within the specified time, on the designated media and in the specified way, and delivering it to the securities regulatory authority and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Article 3 this system is applicable to the information disclosure obligors and the information disclosure management responsible persons, information disclosure responsible persons, information disclosure liaison persons of all departments, branches and subsidiaries of the company, as well as relevant personnel involved in the preparation and disclosure of periodic reports and interim reports.
Article 4 information disclosure obligors refer to the company and its directors, supervisors, senior managers, shareholders, actual controllers and purchasers, natural persons, units and their related personnel related to major asset restructuring, refinancing and major transactions, bankruptcy administrators and their members, as well as other subjects undertaking information disclosure obligations stipulated by laws, administrative regulations and the CSRC.
Article 5 information disclosure obligors shall strictly abide by the relevant laws and regulations of the state and the provisions of this system, perform the obligation of information disclosure and abide by the discipline of information disclosure.
Chapter II basic obligations and principles of information disclosure
Article 6 information disclosure is the continuous responsibility of the company, and the company shall faithfully perform the obligation of continuous information disclosure. Article 7 the information disclosure obligor shall timely perform the obligation of information disclosure in accordance with the law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions.
Article 8 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.
Article 9 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 10 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 fairness, maintain the continuity and consistency of information disclosure, and shall not make selective 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.
Chapter III contents and standards of information disclosure
Article 11 information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
If the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall disclose them.
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 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 13 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim report within two months from the end of the first half of each fiscal year, and the quarterly report 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 report shall not be earlier than the disclosure time of the company’s annual report of the previous year.
Article 14 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 15 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 16 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.
Article 17 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.
Article 18 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.
Article 19 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 20 Where the company expects a loss or significant change in its operating performance, it shall make a performance forecast in time.
Article 21 in case of performance disclosure or performance rumors before the disclosure of the periodic report, 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 22 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 II of the Interim Report
Article 23 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 changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) the directors, more than one-third of the supervisors or the chief executive officer of the company change, and the chairman, joint chairman or chief executive officer is unable to perform their duties;
(VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding shares or controlling the company has changed greatly, and the situation of the company’s actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(IX) the company’s plans to distribute dividends and increase capital, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down;
(x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（11） The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） The company is liable for large amount of compensation;
（14） The shareholders’ equity of the company is negative;
（15） The main debtors of the company are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
（16） The newly published laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
（17） The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off and listing or listing; （18） 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;
（19） Major assets are sealed up, seized or frozen; Major bank accounts are frozen;
（20） Loss or substantial change in the company’s expected operating performance;
（21） Major or all businesses come to a standstill;
（22） 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;
（23） Appointing or dismissing an accounting firm to audit the company;
（24） Major independent changes in accounting policies and accounting estimates;
（25） 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;
（26） 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;
（27） 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;
（28） Other directors, supervisors and senior managers of the company other than the chairman, CO chairmen or CEO are unable to perform their duties normally for more than three months or are expected to do so due to physical reasons, work arrangements and other reasons, or are subject to compulsory measures taken by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
（29） 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 24 when 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 25 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 transactions of the company’s securities and their derivatives.
Article 26 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 securities and their derivatives, the company shall disclose the progress or change and the possible impact in a timely manner.
Article 27 Where a major event specified in Article 23 of this system occurs to the holding subsidiary of the company, which may have a great impact on the trading price of the company’s securities and their derivatives, the company shall timely perform the information disclosure
