China Petroleum & Chemical Corporation(600028)
Regulations on Information Disclosure Management
Reviewed and approved at the 5th meeting of the 2nd board of directors on December 29, 2003, reviewed and approved at the 14th meeting of the 3rd board of directors on August 24, 2007, reviewed and approved at the 4th meeting of the 5th board of directors on October 26, 2012, reviewed and approved at the 20th meeting of the 7th board of directors on January 28, 2021, reviewed and approved at the 7th Meeting of the 8th board of directors on March 25, 2022
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of China Petroleum & Chemical Corporation(600028) (hereinafter referred to as "the company" or " China Petroleum & Chemical Corporation(600028) ") and protect the legitimate rights and interests of the company, its shareholders and creditors, in accordance with relevant laws and regulations, the securities regulatory rules of the company's domestic and foreign listing places, the rules of debt financing instruments issued by the people's Bank of China and Bank Of China Limited(601988) inter market dealers association (hereinafter referred to as "the dealers association"), and other relevant provisions, This regulation is formulated in combination with the actual situation of the company.
Article 2 unless otherwise specified in the text, the information mentioned in these Provisions refers to the information that may have a great impact on the trading price of the company's securities and their derivatives and the company's solvency, as well as other information required to be disclosed by relevant laws and regulations, the securities regulatory rules of the place where the company is listed and the dealers association.
Information disclosure refers to the publication of the aforesaid information in a prescribed manner within a prescribed time, on the website of the stock exchange and on the media that meet the conditions prescribed by the securities regulatory authority of the place where the company is listed, and the submission to the securities regulatory authority of the place where the company is listed in accordance with the provisions. Where there are other provisions of the dealers association, such provisions shall prevail.
Article 3 These Provisions are applicable to the company, functional departments of the company's headquarters, branches and wholly-owned subsidiaries.
The holding subsidiary of the company shall establish an information disclosure management system with reference to these Provisions, and clarify the information scope and reporting process that the holding subsidiary shall report to the China Petroleum & Chemical Corporation(600028) board of directors.
Joint stock companies may apply these Provisions by reference.
Article 4 the term "information disclosure obligors" as mentioned in these Provisions refers to the board of directors, the board of supervisors, directors, supervisors and senior managers of the company, the heads of functional departments of the headquarters and branches and subsidiaries of the company, as well as other personnel responsible for information disclosure, shareholders holding more than 5% of the shares of the company and their persons acting in concert, actual controllers of the company, purchasers, parties related to major asset restructuring, refinancing and major transactions, and other natural persons The company and its related personnel, the bankruptcy administrator and its members, as well as other subjects undertaking information disclosure obligations stipulated by relevant laws and regulations and the securities regulatory authority in the place where the company is listed.
Article 5 principles of information disclosure
The company and other information disclosure obligors shall disclose information in a timely and fair manner, and ensure that the information disclosed is true, accurate, complete, concise, clear and easy to understand. There shall be no false records, misleading statements, major omissions or other improper disclosures.
Truthfulness means that the information disclosed shall be based on objective facts or judgments and opinions with factual basis and truthfully reflect the objective situation.
Accuracy means that the information disclosed should use clear and appropriate language and concise and easy to understand words. When disclosing predictive information and other information related to the company's future operation and financial status, the company shall be reasonable, cautious and objective. Integrity means that the information disclosed shall be complete in content, complete in documents and in format in accordance with the specified requirements.
Timely means that the company shall disclose information within the time limit specified in the securities regulatory rules of the place where it is listed.
Fairness means that the company shall publicly disclose information to all shareholders at the same time (except for the difference caused by time difference) in each listing place in accordance with the securities regulatory rules of the listing place, and shall not privately disclose, disclose or divulge information to specific objects in advance, except as otherwise provided by relevant laws and regulations or the securities regulatory rules of the listing place of the company. The company discloses relevant information according to the self-discipline rules of the dealers association, but the information that is not substantive and does not affect the trading price of the company's securities and their derivatives, the company's solvency and the interests of relevant shareholders and creditors can be different on the premise of complying with relevant laws and regulations and the securities regulatory rules of the place where the company is listed.
Article 6 if the company's information shall be disclosed in accordance with the provisions of the securities regulatory authorities in different places of listing, the company shall disclose it in accordance with the relevant rules and format requirements; If it is not a matter required to be disclosed by the local securities regulatory authorities, but only a matter required to be disclosed by the local securities regulatory authorities, the company shall disclose it in accordance with the provisions of the local securities regulatory authorities.
Article 7 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties, pay attention to the preparation of information disclosure documents, and ensure the authenticity, accuracy, integrity, timeliness and fairness of information disclosure. The company's directors and the board of directors, supervisors and the board of supervisors and senior managers shall cooperate with the Secretary of the board of directors to carry out information disclosure and provide work convenience. The board of directors, the board of supervisors and the management of the company shall establish an effective mechanism to ensure that the Secretary of the board of directors can timely learn the important information of the company. Article 8 in addition to the information announced by the board of supervisors and voluntarily disclosed, the information disclosed by the company shall be published in the name of the board of directors.
Any organization and personnel (including but not limited to the directors, supervisors and senior managers of the company) shall not release the undisclosed information of the company without the written authorization of the board of directors of the company.
Article 9 the language of the company's information disclosure documents shall meet the requirements of the securities regulatory rules of each listing place. When adopting Chinese and foreign texts at the same time, we should try our best to make the contents of Chinese and foreign texts consistent. In case of ambiguity between the two texts, the Chinese text shall prevail.
Article 10 the company's information disclosure documents and the records of directors, supervisors and senior managers performing their duties of information disclosure shall be sorted out and properly kept by the office of the board of directors or relevant departments.
Article 11 the company earnestly implements and continuously improves the existing internal control system to ensure the authenticity, accuracy, integrity, timeliness and fairness of information disclosure. The management of the company checks the effectiveness of the implementation of the internal control system every year, and the board of directors evaluates the internal control system regularly.
Chapter II responsibilities of information disclosure
Article 12 responsibilities of the board of directors and directors
The board of directors shall be responsible for the implementation of the information disclosure system, regularly conduct self-examination on the implementation of the company's information disclosure management system, and timely correct any problems found.
The chairman of the board is the first person responsible for the implementation of the information disclosure system of the company and bears the primary responsibility for the management of the company's information disclosure affairs.
The directors shall understand and continue to pay attention to the company's production and operation, financial status and major events and impacts that have occurred or may occur, and take the initiative to investigate and obtain the information required for decision-making.
The independent directors are responsible for supervising and inspecting the implementation of the information disclosure management system, timely urging the board of directors of the company to correct the major defects found, and requiring the board of directors to revise the system as needed.
Article 13 responsibilities of the board of supervisors
The board of supervisors is responsible for supervising and inspecting the implementation of the information disclosure management system, timely urging the board of directors of the company to correct the major defects found, and requiring the board of directors to revise the system as needed.
If the board of directors refuses to make corrections, the board of supervisors shall report to the exchange as required.
Article 14 responsibilities of senior managers
The senior management personnel shall timely inform the board of directors of major events in operation or finance, progress or changes of disclosed events and relevant information.
Article 15 the company's directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert, and the actual controller of the company shall timely inform the office of the board of directors of the known list of related persons of the company and their relationship. The company shall perform the deliberation procedures of related party transactions and strictly implement the avoidance voting system of related party transactions. The parties to the transaction shall not evade the company's related party transaction review procedures and information disclosure obligations by concealing the related party relationship or taking other means.
Article 16 duties of the Secretary of the board of directors
The Secretary of the board of directors 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; Continue to pay attention to the media reports on the company, and verify the reports involving information that may have a great impact on the trading price of the company's securities and their derivatives and the reports of solvency information; Organize business training on information disclosure for directors, supervisors, senior managers, heads of functional departments of the company's headquarters and branches and subsidiaries, as well as other company personnel and departments responsible for information disclosure, and inform the relevant contents of the information disclosure system to the actual controllers, controlling shareholders and shareholders holding more than 5% of the company, And report the training to the securities regulatory authority of the place where the company is listed for the record as required; Handle the company's information disclosure and other related matters. The securities affairs representative shall assist the Secretary of the board of directors in performing his duties.
The Secretary of the board of directors can attend the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and relevant meetings of senior managers, understand the financial and operating conditions of the company, and consult all documents related to information disclosure.
Article 17 the permanent establishment of the company's statutory information disclosure is the office of the board of directors, which deals with the specific matters of information disclosure. Its main work includes organizing the preparation and issuance of regular and interim reports, being responsible for liaison with the securities regulatory authorities in the place of listing, and organizing the implementation of investor relations and information disclosure.
The information disclosure on the issuance and duration of the company's debt financing instruments shall be subject to the relevant rules on the information disclosure of debt financing instruments of non-financial enterprises in the inter-bank bond market. The chief financial officer of the company is the person in charge of the information disclosure of the national inter-bank bond market, responsible for organizing and coordinating the information disclosure of debt financing instruments, receiving inquiries from bond investors and maintaining the relationship between bond investors. If the company changes the person in charge of information disclosure in the national inter-bank bond market, it shall disclose the change and the successor within two working days after the date of change; If the successor cannot be determined and disclosed after the change of the person in charge of information disclosure affairs, the legal representative shall act temporarily. If the successor is subsequently determined, it shall be disclosed within two working days after the date of determining the successor. The financial department of the company shall be responsible for the liaison with the dealers association and the preparation of relevant documents. The contents of the above-mentioned documents shall not exceed the disclosure scope of regular reports and interim reports.
Article 18 responsibilities of functional departments, branches, subsidiaries and joint-stock companies of the company's headquarters
(I) the main principals of the functional departments of the company's headquarters, the principals of branches and subsidiaries and other personnel responsible for information disclosure of the company shall actively cooperate with the Secretary of the board of directors in the relevant work of information disclosure.
The principal of each functional department of the company's headquarters and the principals of each branch and subsidiary are the first responsible persons for the information disclosure of their subordinate departments and units. The above-mentioned departments and units shall designate special personnel as the information contact person to be responsible for the collection, verification and submission of relevant information of their subordinate departments and units. The information contact person designated by each branch and subsidiary shall timely submit the information to be disclosed to the corresponding functional department of the headquarters, and the information contact person of the functional department of the headquarters shall timely submit the relevant information to the office of the board of directors.
(II) in case of any event mentioned in Article 23 of these provisions that may have a great impact on the trading price of the company's securities and their derivatives and the company's solvency, the company's branches, subsidiaries and joint-stock companies shall timely inform the board of directors of the company in accordance with laws, regulations and these provisions.
When the Secretary of the board of directors needs to know the situation and progress of the above major events, all functional departments of the company's headquarters, branches, subsidiaries and joint-stock companies and personnel shall actively cooperate and assist, reply in a timely, accurate and complete manner, and provide relevant materials as required.
(III) under the following circumstances, the company's branches, subsidiaries and companies holding more than 33% of the company's shares must disclose their stock shares of Hong Kong listed companies in the Hong Kong online equity disclosure system as required, and timely take the initiative to inform the company:
1. The equity of holding 5% or more shares of a Hong Kong listed company for the first time (different classes of shares are calculated separately);
2. The share of shares held by a Hong Kong listed company is reduced to less than 5% (different analog shares are calculated separately);
3. The percentage of shareholding shares increases or decreases, resulting in the holding of shares exceeding a percentage integer of more than 5% (different classes of shares are calculated separately); 4. Other circumstances requiring equity disclosure according to the provisions of the place of listing in Hong Kong. Article 19 responsibilities of shareholders and actual controllers of the company
(I) shareholders holding more than 5% of the company's shares and their persons acting in concert and the actual controller of the company shall actively cooperate with the Secretary of the board of directors in the relevant work of information disclosure.
(II) shareholders holding more than 5% of the company's shares, their persons acting in concert and the actual controller of the company shall designate information contact persons to organize and collect the basic information of their subordinate units, timely and accurately inform the company whether there is any information that should be disclosed related to the company, and cooperate with the company in information disclosure.
(III) under the following circumstances, shareholders holding more than 5% of the shares of the company, their persons acting in concert and the actual controller of the company must disclose their shares of the company on the Hong Kong online equity disclosure system as required:
1. The shares held by the company are reduced to less than 5% (A shares and H shares are calculated respectively);
2. The percentage of shareholding shares increases or decreases, resulting in the holding of shares exceeding a percentage integer of more than 5% (A shares and H shares are calculated respectively);
3. Other circumstances requiring equity disclosure according to the provisions of the place of listing in Hong Kong. (IV) in case of the following circumstances, the shareholders of the company and their persons acting in concert must notify the company as required, and cooperate with the company to perform the obligation of information disclosure in accordance with the securities regulatory rules of the place where the company is listed in China:
1. The company's shareholders and persons acting in concert hold 5% or more of the company's shares (A shares and H shares are calculated together);
2. After the shareholders of the company and their persons acting in concert hold 5% of the shares of the company, the proportion of their equity shares in the issued shares of the company increases or decreases by 1%, or increases or decreases by 5%, or decreases to less than 5% (A shares and H shares are calculated together);
3. Other circumstances requiring equity disclosure according to the provisions of the domestic listing place. (V) shareholders and actual controllers of the company shall take the initiative to inform the company of the following events:
