Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Information disclosure management system
(revised in March 2022)
catalogue
Chapter I General Provisions Chapter II Basic Principles and general provisions of information disclosure Chapter III contents and standards of information disclosure Chapter IV information disclosure procedures Chapter V confidentiality measures for information disclosure Chapter VI archives management and access of information disclosure documents Chapter VII financial management and internal control of accounting Chapter VIII information communication system with investors, securities service institutions, media, etc Chapter IX information disclosure management and report of all departments and subsidiaries of the company Chapter 10 report, declaration and supervision of the company’s directors, supervisors and senior managers on the purchase and sale of the company’s shares Chapter 11 report on receipt of relevant documents from securities regulatory authorities Chapter 12 accountability mechanism and handling measures for violators 25 Chapter XIII Supplementary Provisions twenty-five
Chapter I General Provisions
Article 1 in order to improve the quality of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company”) information disclosure and standardize information disclosure, ensure the authenticity, accuracy and timeliness of the company’s external information disclosure, 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 (hereinafter referred to as “the company law”) This system is formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of information disclosure of listed companies (hereinafter referred to as the “administrative measures”), the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws, regulations and normative documents, as well as the relevant provisions of the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 unless otherwise specified in the text, the information referred to in this system refers to the information that may affect the decision-making of investors or have a great impact on the trading price of the company’s securities and their derivatives (hereinafter referred to as “major events”, “major events” or “major information”), as well as relevant laws, regulations, normative documents and other information required to be disclosed by the CSRC and the exchange.
Information disclosure refers to the act of publishing the above-mentioned information to the public within the specified time, on the media designated by the CSRC and in the specified way, and submitting it to the securities regulatory authority and the exchange in time according to the regulations. Article 3 the time of publishing information on the company’s website and other media shall not be earlier than the designated media, shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, and shall not replace the temporary reporting obligations in the form of regular report to disclose undisclosed major information.
The directors, supervisors and senior managers of the company shall abide by and urge the company to abide by the provisions of the preceding paragraph.
Article 4 the chairman of the board of directors is the first person responsible for the company’s information disclosure. The Secretary of the board of directors is responsible for the specific affairs of the company’s information disclosure, and the office of the board of directors of the company is the management department of daily affairs of information disclosure.
Article 5 this system is applicable to the following personnel and institutions:
(I) the Secretary of the board of directors and the office of the board of directors;
(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) responsible persons of all departments, subsidiaries and holding subsidiaries of the company;
(VI) controlling shareholders and major shareholders holding more than 5% of the shares of the company;
(VII) other company personnel and departments responsible for information disclosure.
The above institutions and personnel are collectively referred to as information disclosure obligors, who shall be subject to the supervision of the CSRC and the exchange.
Chapter II Basic Principles and general provisions of information disclosure
Article 6 companies and information disclosure obligors shall disclose information in a timely and fair manner in accordance with laws, administrative regulations, departmental rules, other normative documents, listing rules and other provisions of the CSRC and the exchange, and ensure that the disclosed information is true, accurate and complete, and there shall be no false records, misleading statements or major omissions. When the company finds that the disclosed information is wrong, omitted or misleading, it shall timely issue a correction announcement, supplementary announcement or clarification announcement.
Article 7 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the company discloses information in a timely and fair manner and that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. If the contents of the announcement cannot be guaranteed to be true, accurate and complete, a corresponding statement shall be made in the announcement and the reasons shall be explained
Article 8 before the insider information is disclosed according to law, any insider shall not disclose or disclose the information, and shall not use the information for insider trading.
Article 9 the company and the information disclosure obligors shall publicly disclose major information to all investors at the same time, so as to ensure that all investors can obtain the same information equally, and shall not disclose or disclose it to single or partial investors.
If the documents submitted by the company to shareholders, actual controllers and other third parties involve unpublished material information, it shall report to the exchange in time and disclose them in accordance with the relevant provisions of the exchange.
Article 10 the information disclosed by the company and the information disclosure obligor shall be based on objective facts or judgments and opinions with factual basis, truthfully reflect the actual situation, and shall not have false records.
Article 11 the information disclosed by the company and relevant information disclosure obligors shall be objective, without exaggeration or misleading statements.
The disclosure of predictive information and other information related to the company’s future operation and financial status shall be reasonable, prudent and objective.
Article 12 the information disclosed by the company and the information disclosure obligors shall be complete in content, complete in documents, and the format shall meet the specified requirements without major omissions.
Article 13 before information disclosure, the company, the information disclosure obligors and their directors, supervisors, senior managers and other insiders shall keep the insiders of the information to a minimum and shall not disclose the price.
Article 14 If the events occurred or related to the company do not meet the disclosure standards specified in the listing rules, or there are no specific provisions in the listing rules, but the exchange or the board of directors of the company believes that the event may have a great impact on the trading price of the company’s shares and their derivatives, the company shall disclose them in time in accordance with the listing rules, and disclose them in accordance with the same standards in case of similar events.
Article 15 the information that a company should publicly disclose includes prospectus, prospectus, listing announcement, periodic report and interim report.
Before disclosing information, the company shall, in accordance with the listing rules or the requirements of the exchange, submit regular reports or interim reports and relevant documents for future reference to the exchange at the first time.
The announcement manuscript shall use factual descriptive language to explain the events to be disclosed in a concise and easy to understand manner, and shall not contain words and sentences of publicity, advertising, compliment, slander and other nature.
The announcement manuscripts and relevant documents for future reference shall be in Chinese, and if they are in foreign languages at the same time, the consistency of the contents of the two texts shall be ensured. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Article 16 the company and the information disclosure obligors shall keep the information disclosure announcement manuscripts and relevant documents for future reference at the company’s domicile for public inspection.
Article 17 the company shall handle the business of information disclosure suspension and exemption in accordance with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 2 – management of information disclosure affairs and Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) information disclosure suspension and exemption management system, which shall be registered by the Secretary of the board of directors, and properly filed and kept after being signed and confirmed by the chairman of the company.
Article 18 Where a major event occurs in a subsidiary of the company, which is deemed to have occurred in the company and may have a great impact on the trading price of the company’s securities and their derivatives, the company shall disclose information in accordance with the provisions of the listing rules.
Chapter III contents and standards of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 19 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 20 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 21 Where a company applies for public offering of shares, after the CSRC accepts the application documents and before the issuance examination committee examines them, the company shall disclose the application draft of the prospectus on the website of the CSRC in advance.
The prospectus declaration draft disclosed in advance is not the official document for the issuer to issue shares and cannot contain price information. The issuer shall not issue shares accordingly.
Article 22 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 23 to apply for the listing of Securities for trading, a listing announcement shall be prepared in accordance with the provisions of the exchange, and shall be announced after being examined and approved by the 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 listing announcement shall be affixed with the official seal of the company.
Article 24 Where the professional opinions or reports of the sponsors and securities service institutions are quoted in the prospectus and listing announcement, the relevant contents shall be consistent with the contents of the documents issued by the sponsors and securities service institutions, so as to ensure that the opinions of the sponsors and securities service institutions are not misleading.
Article 25 the provisions of this system on the prospectus shall apply to the prospectus of corporate bonds. Article 26 after issuing new shares non publicly, the company shall disclose the issuance report according to law. Section II periodic report
Article 27 the company’s regular reports include annual reports and interim reports. All information that has a significant impact on investors’ investment decisions shall be disclosed.
The financial and accounting reports in the annual report shall be audited by an accounting firm with securities and futures related business qualifications.
Article 28 a company shall prepare and disclose periodic reports within the time limit prescribed by laws, administrative regulations, departmental rules and the listing rules.
The annual report shall be submitted and disclosed to the CSRC and the stock exchange within four months from the end of each fiscal year, and the interim report shall be submitted and disclosed to the dispatched offices of the CSRC and the stock exchange within two months from the end of the first half of each fiscal year.
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, solutions and deadline for delayed disclosure.
Article 29 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 prescribed by the CSRC.
Article 30 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 prescribed by the CSRC.
Article 31 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, supervisors and senior managers of the company shall sign written confirmation opinions on the regular reports of the company; The board of supervisors of the company shall put forward written review opinions to 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.
The board of supervisors of the company shall review the periodic reports prepared by the board of directors and put forward written review opinions. 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 meet the requirements of laws, regulations and relevant provisions of the stock exchange, and whether the contents of the periodic 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.
Directors, supervisors and senior managers shall not refuse to sign written opinions on periodic reports for any reason. The contents and accuracy of the directors’ and senior management’s opinions that cannot be disclosed on a regular basis, or the reasons for the existence of objections and reports, shall be guaranteed, and the authenticity and completeness of the directors’ and senior management’s opinions shall be guaranteed. If the company does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
Article 32 the financial and accounting reports in the company’s annual report must be audited by an accounting firm qualified to carry out securities and futures related businesses.
The financial and accounting reports in the interim report of the company may not be audited, but the company shall audit under any of the following circumstances:
