Information disclosure management system of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) (electric power) Group Co., Ltd. (revised in 2022) (reviewed and approved by the 32nd meeting of the ninth board of directors of the company)
Chapter I General Provisions
Article 1 in order to strengthen the management of information disclosure of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (hereinafter referred to as the company), protect the legitimate rights and interests of shareholders, creditors and other stakeholders of the company, and standardize the information disclosure of the company, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules), the administrative measures for business financing tools of non-financial enterprises in the inter-bank bond market and the information disclosure rules for debt financing instruments of non-financial enterprises in the inter-bank bond market This system is hereby formulated in accordance with the provisions of relevant laws, regulations and the articles of association, such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 2 – management of information disclosure affairs.
Article 2 the “information” mentioned in this system refers to the major information that may have a significant impact on the company’s stock price and is not known by investors, as well as the information required by laws and regulations or required to be disclosed by the securities regulatory authorities and Shanghai Stock Exchange. The term “disclosure” as mentioned in these Measures refers to the publication to the public at the specified time, through the designated media and in the specified way, and delivered to the Shanghai Stock Exchange and the securities regulatory department.
Article 3 the management system of information disclosure affairs shall be formulated by the board of directors of the company. The board of directors shall ensure the effective implementation of the system, ensure the timeliness and fairness of the company’s relevant information disclosure, and the authenticity, accuracy and integrity of the content of information disclosure.
Chapter II formulation, implementation and supervision of information disclosure management system
Article 4 the office of the board of directors is the information disclosure management department of the company, which is responsible for formulating and revising the information disclosure management system of the company in time, and submitting it to the board of directors for deliberation and implementation.
Article 5 within five working days after the deliberation and approval of the board of directors, the company shall report the information disclosure management system deliberated and approved to Chongqing Securities Regulatory Bureau and Shanghai stock exchange for the record, and publicly disclose it on the website of Shanghai Stock Exchange and the inter-bank market at the same time.
Article 6 the information disclosed according to law shall be published on the website of the stock exchange and the media that meet the conditions stipulated by the China Securities Regulatory Commission (hereinafter referred to as the CSRC), and shall be kept at the company’s domicile and the Shanghai stock exchange for the public to consult. 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. The company and other information disclosure obligors shall not release information on the company’s website and other media before the designated media, and shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, or replace the temporary reporting obligations that should be performed in the form of regular reports. Article 7 where the information to be disclosed is subject to the suspension and exemption specified in the listing rules, the company may not apply to the Shanghai Stock Exchange, but shall make its own prudent judgment and accept the post supervision of the Shanghai Stock Exchange on the suspension and exemption of information disclosure.
Article 8 if the information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets and business sensitive information, and timely disclosure or performance of relevant obligations may lead to improper competition, damage the interests of the company and investors or mislead investors, the disclosure of the information may be suspended or exempted in accordance with the relevant provisions of Shanghai Stock Exchange. Article 9 Where the information to be disclosed by the company and relevant information disclosure obligors is recognized as state secrets according to law, and timely disclosure or performance of relevant obligations may lead to its violation of laws and regulations or endanger national security, it may be exempted from disclosure in accordance with the relevant provisions of Shanghai Stock Exchange.
The term “trade secrets” as mentioned in these Provisions refers to the technical information and business information that are not known to the public, can bring economic benefits to the obligee, practical and confidential by the obligee, as stipulated in the relevant national anti unfair competition laws and regulations and departmental rules.
The term “state secrets” as mentioned in these Provisions refers to the information that is related to national security and interests, determined in accordance with legal procedures and limited to a certain range of personnel within a certain period of time, and may damage the security and interests of the state in the fields of politics, economy, National defense, diplomacy and so on.
Article 10 the information to be suspended or exempted from disclosure shall meet the following conditions:
(I) relevant information is not disclosed;
(II) insiders of relevant inside information have made a written commitment to confidentiality (see Annex II for confidentiality commitment);
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
If the reasons for the suspension or exemption of disclosure have been eliminated, the company shall disclose relevant information in time, and explain the reasons for the failure to disclose in time, the decision-making procedures performed by the company on the suspension or exemption of disclosure and the confidentiality measures taken.
If the company’s suspension or exemption of information disclosure does not meet the requirements of paragraph 1 of this article and Articles 8 and 9 of this system, the company shall timely perform information disclosure and relevant obligations.
Article 11 the company shall carefully determine the suspension and exemption of information disclosure, and implement the following internal audit procedures:
(I) the Department (or unit) applying for suspension or exemption of disclosure shall fill in the registration and approval form for suspension or exemption of information disclosure (see Annex I), listing the content, reason, basis and period of the application for suspension or exemption of information disclosure and the list of informed persons, which shall be submitted to the office of the board of directors of the company in time after being signed by the person in charge of the Department (or unit).
(II) after reviewing whether the relevant information meets the basic conditions for suspension and exemption of disclosure, the Secretary of the board of directors of the company shall submit the relevant registration approval form and relevant materials to the chairman of the company for approval.
(III) if the chairman of the company approves the suspension or exemption of the disclosure of specific information, the relevant insiders shall sign the confidentiality commitment in time. The Secretary of the board of directors shall be responsible for filing the approval and exemption form of confidential information, and organizing the registration of relevant information disclosure by the Secretary of the board of directors.
Article 12 for the information that has been suspended or exempted from disclosure, the company shall timely verify the relevant information and perform the obligation of information disclosure within two working days in case of any of the following circumstances:
(I) the information that is suspended or exempted from disclosure is leaked or there are market rumors;
(II) the reasons for the suspension and exemption of disclosure have been eliminated or the time limit has expired;
(III) abnormal fluctuations in the trading of the company’s shares and their derivatives.
In the case of item (II) of this article, the company shall disclose the reasons for the suspension and exemption of the disclosure of the specific information, the review of the company’s internal registration, etc.
Article 13 the insiders of the company who are informed of the suspension and exemption of information disclosure shall perform the following basic obligations: (I) they shall perform confidentiality and other related obligations in accordance with the registration and management system of insiders of the company and the management system of information disclosure affairs of the company, bear corresponding responsibilities, and ensure that the scope of insiders is minimized; (II) it shall ensure that the specific information submitted is true, accurate and complete, and there shall be no false, seriously misleading statements or major omissions.
Article 14 the company shall establish a mechanism for suspending and exempting business responsibility for information disclosure. For those who fail to timely report the matters of suspension and exemption from disclosure, suspend and exempt the information that does not meet the suspension and exemption conditions specified in this system, or the reasons for suspension and exemption from disclosure have been eliminated and the time limit has expired, and relevant information has not been disclosed in time, corresponding disciplinary measures will be taken against the relevant personnel directly responsible and the person in charge, The specific implementation shall be in accordance with the relevant accountability provisions in the company’s information disclosure management system.
Article 15 the information disclosure management system shall be applicable to the following personnel and institutions:
(I) secretary of the board of directors and Information Disclosure Management Department of the company;
(II) directors and board of directors of the company;
(III) the company’s supervisors and the board of supervisors;
(IV) senior management of the company;
(V) heads of all departments, branches, subsidiaries (wholly-owned and holding companies, the same below) and joint-stock companies of the company;
(VI) shareholders, controlling shareholders and actual controllers holding more than 5%;
(VII) other company personnel and departments responsible for information disclosure.
Article 16 the management system of information disclosure affairs shall be implemented by the board of directors of the company. The chairman of the company shall be the first person responsible for the implementation of the management system of information disclosure affairs, and the Secretary of the board of directors shall be responsible for specific coordination.
Article 17 the management system of information disclosure affairs shall be supervised by the board of supervisors of the company. If the board of directors finds any major defect or fails to implement the management system, the board of directors shall inspect it regularly and urge the board of supervisors to correct it in accordance with the requirements of the management system. If the board of directors does not make corrections, the board of supervisors may report to the Shanghai Stock Exchange and publish the announcement of the board of supervisors.
Article 18 where the company makes amendments to the information disclosure management system, it shall resubmit it to the board of directors for deliberation and approval, and perform the filing and online procedures specified in Article 5 of the system.
Article 19 the board of directors of the company shall conduct self-assessment on the annual implementation of the information disclosure management system. At the same time of the disclosure of the annual report, the self-assessment report of the board of directors on the implementation of the information disclosure management system shall be included in the annual internal control self-assessment report for disclosure.
Article 20 the board of supervisors shall form an annual evaluation report on the implementation of the company’s information disclosure management system and disclose it in the announcement of the board of supervisors of the annual report.
Chapter III Scope and content of information disclosure
Article 21 the information that a company should disclose includes prospectus, prospectus and listing announcement, regular reports, interim reports, etc.
Section 1 prospectus, prospectus and listing announcement
Article 22 the preparation of a prospectus by a 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 company shall announce the prospectus before the issuance of securities.
Article 23 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 affixed with the official seal of the company.
Article 24 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 25 to apply for the listing and trading of securities, a listing announcement shall be prepared in accordance with the provisions of the stock exchange, and shall be announced after being examined and approved by the 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 announcement shall be affixed with the official seal of the company.
Article 26 Where professional opinions or reports of sponsors and securities service institutions are quoted in the prospectus and listing announcement, the relevant contents shall be consistent with the contents of documents issued by sponsors and securities service institutions to ensure that the opinions of sponsors and securities service institutions are not misleading.
Article 27 the provisions of Articles 22 to 26 of the system relating to the prospectus shall apply to the prospectus of corporate bonds.
Article 28 after issuing new shares non publicly, the company shall disclose the issuance report according to law. Section II periodic report
Article 29 the periodic reports that the company shall disclose include annual reports, semi annual reports and quarterly reports. The company shall disclose all information that has a significant impact on investors’ investment decisions.
Article 30 the annual report shall be within 4 months from the end of each fiscal year, and the financial and accounting report in the annual report shall be audited by an accounting firm in accordance with the provisions of the securities law.
The semi annual report shall be made within two months from the end of the first half of each fiscal year. The financial and accounting reports in the semi annual report may not be audited, but under any of the following circumstances, they shall be audited:
(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) it is proposed to apply for the issuance of new shares or convertible corporate bonds and other refinancing matters in the second half of the year, which need to be audited according to relevant regulations;
(III) other circumstances that the CSRC or Shanghai Stock Exchange deems should be audited. 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 financial data of the quarterly report need not be audited, unless otherwise stipulated by the CSRC and the Shanghai Stock Exchange. 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.
Article 31 If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the Shanghai Stock Exchange in time, and announce the reasons for the failure to disclose on schedule, solutions and the deadline for delayed disclosure. Article 32 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) matters required to be disclosed in the guidelines for industry information disclosure of listed companies No. 4 – electric power of Shanghai Stock Exchange (hereinafter referred to as Shanghai Stock Exchange);
（11） Other matters prescribed by the CSRC.
Article 33 the semi 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 number of shareholders, the shareholding of the company’s top 10 shareholders, and the changes of controlling shareholders and actual controllers;
(IV) report of the board of directors;
(V) management discussion and analysis;
(VI) major litigation, arbitration and other major events during the reporting period and their impact on the company
