Chapter I General Provisions
In order to regulate the information disclosure of Guangxi Guiguan Electric Power Co.Ltd(600236) (hereinafter referred to as “the company”) issuing debt financing instruments in the inter-bank bond market, strengthen the management of information disclosure, promote the standardized operation of the company according to law, and safeguard the legitimate rights and interests of the company and investors, in accordance with the securities law of the people’s Republic of China Bank Of China Limited(601988) inter market dealers association (hereinafter referred to as “Dealers Association”), the rules for information disclosure of debt financing instruments of non-financial enterprises in inter-bank bond market (hereinafter referred to as “information disclosure rules”) and the requirements of relevant laws and regulations, and in combination with the Guangxi Guiguan Electric Power Co.Ltd(600236) charter and other relevant provisions, this system is formulated.
Article 1 this system is applicable to the information disclosure of the issuance and duration of the company’s debt financing instruments. If laws and regulations or the association of dealers have other provisions, such provisions shall prevail. The term “duration” in this system refers to the period from the completion of the issuance and registration of debt financing instruments to the completion of the payment of interest or the termination of the creditor’s right and debt relationship of debt financing instruments.
The term “debt financing instruments” as mentioned in this system refers to the securities issued by the company in the inter-bank bond market and agreed to repay the principal and interest within a certain period of time.
The “information” mentioned in this system refers to the information that the company, as a registered member of the dealers association, may affect the investors’ judgment of investment value and investment risk during the issuance and duration of debt financing instruments, or the company has major events that may affect its solvency, as well as the information required to be disclosed by the regulatory authority of debt financing instruments.
“Information disclosure” refers to the disclosure of information required by laws, regulations and the provisions of the association of interbank dealers and that may have a significant impact on the company’s solvency to the public within the specified time, on the specified media, according to the specified procedures and in the specified manner.
The “information disclosure obligors” mentioned in this system refer to the company and its directors, supervisors, senior managers, shareholders, actual controllers, purchasers, natural persons, units and relevant 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 2 information disclosure shall follow the principles of truthfulness, accuracy, completeness, timeliness and fairness, and shall not contain false records, misleading statements or major omissions. The language of information disclosure shall be concise, plain and clear, and there shall be no words and sentences of congratulation, advertising, compliment or slander.
Article 3 once the information disclosure documents are published, they shall not be changed at will. If it is really necessary to make changes or corrections, the change announcement and the changed or corrected information disclosure documents shall be disclosed.
Article 4 the company shall timely and fairly perform the obligation of information disclosure. The company and all its directors, supervisors and senior managers shall faithfully and diligently perform the duty of information disclosure to ensure that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
Article 5 if the directors, supervisors and senior managers of the company cannot guarantee the authenticity, accuracy and completeness of the contents of the issuance documents and periodic reports, or have objections, they shall express their opinions and state the reasons in the issuance documents and periodic reports, and the company shall disclose them. If the company does not disclose, the directors, supervisors and senior managers can provide proof materials that can prove their identity, and apply to the Dealers Association for disclosure of relevant objections to the issuance documents or periodic reports. The controlling shareholders and actual controllers of the company shall be honest, trustworthy, diligent and responsible, and cooperate with the company to fulfill the obligation of information disclosure.
Chapter II Contents and standards of information disclosure of debt financing instruments
Section I information disclosure of issuance
Article 6 when issuing debt financing instruments, the company shall disclose the following documents before issuance in accordance with the relevant provisions of the dealers association:
(I) audited financial reports of the enterprise in the last three years and the latest accounting statements;
(II) prospectus;
(III) credit rating report (if any);
(IV) trustee agreement (if any);
(V) legal opinions;
(VI) other documents required by the dealers association.
For the initial issuance of debt financing instruments, the issuance documents shall be published at least 3 working days before the issuance date; For subsequent issuance, the issuance documents shall be published at least 2 working days before the issuance date; For public issuance of ultra short-term financing bonds, the issuance documents shall be published at least one working day before the issuance date.
Where there are other provisions or agreements on the contents involved in this article by directional issuance, such provisions or agreements shall prevail.
Article 7 the company shall make the following prompt in the prominent position of the prospectus: “The current debt financing instruments issued by the company have been registered with the dealers’ Association. The registration does not mean that the dealers’ Association has made any evaluation on the investment value of the current debt financing instruments, nor does it indicate that it has made any judgment on the investment risk of the debt financing instruments. Investors who want to subscribe for the current debt financing instruments, please carefully read the full text of this prospectus and relevant information disclosure documents to the authenticity and accuracy of the information disclosure And integrity, and independently judge the investment value based on it, and bear any investment risks related to it. “
Where there are other provisions or agreements on the contents involved in this article by directional issuance, such provisions or agreements shall prevail.
Article 8 the company shall disclose the announcement of the main contents of the information disclosure management system before the initial issuance, and disclose the relevant information of the person in charge of information disclosure in the issuance documents.
Article 9 the company or the bookkeeping manager shall disclose the issuance results no later than the first day of trading and circulation of debt financing instruments. The announcement includes but is not limited to the actual issuance scale, term, price and other information of bonds in the current period.
Section 2 duration information disclosure
Article 10 during the duration of debt financing instruments, the company’s information disclosure time shall not be later than the time when the company publishes relevant information on other designated information disclosure channels in accordance with the requirements of domestic and foreign regulatory authorities, market self-discipline organizations and securities trading places.
Article 11 during the duration of debt financing instruments, the company shall disclose periodic reports in accordance with the following requirements:
(I) the company shall disclose the annual report of the previous year within 4 months after the end of each fiscal year. The annual report shall include the main information of the company during the reporting period, the audit report issued by the audit institution, the audited financial statements, notes and other necessary information;
Disclose the semi annual report within months;
(III) the company shall disclose the quarterly financial statements 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 financial statements shall not be earlier than that of the annual report of the previous year;
(IV) the financial statements of the periodic report shall at least include the consolidated balance sheet, consolidated income statement and consolidated cash flow statement, and shall also disclose the financial statements of the parent company.
When issuing debt financing instruments, the company shall disclose periodic reports in accordance with the time specified in the preceding paragraph and the requirements on financial information disclosure of directional registered issuance. Article 12 If the company is unable to disclose the periodic report on time, it shall disclose the explanatory documents of the non disclosure of the periodic report on time before the disclosure deadline specified in Article 11 of the preceding paragraph, including but not limited to the reasons for the non disclosure on time, the expected disclosure time, etc.
The disclosure of the explanatory documents mentioned in the preceding paragraph does not mean that the company is exempted from the obligation of information disclosure of periodic reports.
Article 13 during the duration, the company shall timely disclose to the market any major event that may affect the solvency of debt financing instruments or the rights and interests of investors, and explain the cause, current status and possible impact of the event. The major events mentioned include but are not limited to:
(I) change of company name;
(II) major changes have taken place in the company’s production and operation conditions, including the suspension of all or main businesses, major changes in the external conditions of production and operation, etc;
(III) the company changes its financial report audit institution, debt financing instrument trustee and credit rating agency;
(IV) change of more than 1 / 3 directors, more than 2 / 3 supervisors, chairman of the board, general manager or personnel with the same responsibilities of the company;
(V) the company’s legal representative, chairman, general manager or personnel with equivalent responsibilities are unable to perform their duties;
(VI) the controlling shareholder or actual controller of the company changes, or the ownership structure changes significantly;
(VII) the company provides major asset mortgage, pledge or external guarantee, which exceeds 20% of the net assets at the end of the previous year;
(VIII) the company has assets sale, transfer, scrapping, free transfer, major investment behavior and major asset reorganization that may affect its solvency; (IX) the company suffers heavy losses exceeding 10% of the net assets at the end of the previous year, or abandons creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
(x) the company’s equity and management rights involve entrusted management;
（11） The company loses actual control over important subsidiaries;
（12） Changes in credit enhancement arrangements of debt financing instruments;
（13） The company transfers debt financing instruments to pay off its obligations;
（14） The company’s one-time debt to others exceeds 10% of the net assets at the end of the previous year, or the new loan exceeds 20% of the net assets at the end of the previous year;
（15） The company fails to pay off its due debts or the company restructures its debts; （16） The company is suspected of violating laws and regulations, is investigated by the competent authority, is subject to criminal punishment, major administrative punishment or administrative supervision measures, and is subject to sanctions related to bond business made by the market self-discipline organization, or has serious dishonesty;
（17） The legal representative, controlling shareholder, actual controller, director, supervisor and senior manager of the company are suspected of violating laws and regulations, are investigated by the competent authority, take compulsory measures, or have serious dishonesty;
（18） The company is involved in major litigation and arbitration matters;
（19） The company’s assets that may affect its solvency are sealed up, seized or frozen;
（20） The company intends to distribute dividends, or has the situation of capital reduction, merger, division, dissolution and application for bankruptcy;
（21） The company involves market rumors that need to be explained;
（22） The credit rating of debt financing instruments changes;
（23） The company enters into other major contracts that may have a significant impact on its assets, liabilities, equity and operating results;
（24） Other matters to be disclosed as agreed in the issuance documents or promised by the company;
（25） Other matters that may affect its solvency or the rights and interests of investors.
Where there are other provisions or agreements on the contents involved in this article by directional issuance, such provisions or agreements shall prevail.
Article 14 the company shall perform the information disclosure obligations specified in this system within 2 working days after the occurrence of the following circumstances:
(I) when the board of directors, the board of supervisors or other decision-making bodies have formed resolutions on major issues;
(II) when the parties concerned sign a letter of intent or agreement on major matters; (III) when the directors, supervisors, senior managers or persons with equivalent responsibilities know that the major event has occurred;
(IV) when receiving the decision or notice of relevant competent authorities on major matters;
(V) when completing the change of industrial and commercial registration.
In case of disclosure or market rumors of major events, the company shall perform the information disclosure obligations of major events specified in this system within 2 working days after the occurrence of such circumstances.
In case of significant progress or change in the disclosed major events, the company shall disclose the progress or change and the possible impact within 2 working days after the date of progress or change.
Article 15 when changing this system, the company shall disclose the main contents of the system after the change in the latest annual report or semi annual report; If the company is unable to disclose the above-mentioned periodic reports on time, it shall disclose the main contents of the changed system before the deadline for the disclosure of periodic reports specified above in this system.
Article 16 when changing the purpose of the raised funds by debt financing instruments, the company shall perform the necessary change procedures in accordance with the provisions and agreements, and disclose the purpose of the raised funds to be changed at least 5 working days before the use of the raised funds.
Article 17 If the company corrects the errors of financial information and involves unaudited financial information, it shall disclose the correction announcement and the corrected financial information at the same time.
If the audited financial information is involved, the company shall hire an accounting firm to conduct a comprehensive audit or conduct special assurance on the corrected matters, and disclose the special assurance report and the corrected financial information within 30 working days after the disclosure of the correction announcement; If the correction has a wide impact on the audited financial statements, or the event leads to changes in the nature of the company’s profits and losses in relevant years, an accounting firm shall be hired to conduct a comprehensive audit of the corrected financial information, and the audit report and audited financial information shall be disclosed within 30 working days after the disclosure of the correction announcement.
Article 18 If a debt financing instrument is attached with special terms such as option terms and investor protection terms, the company shall timely disclose the trigger and implementation of relevant terms in accordance with relevant provisions and the provisions of the issuance documents.
Article 19 the company shall disclose the announcement of interest payment or payment arrangement at least 5 working days before the interest payment date or principal payment date of debt financing instruments. Article 20 if there is great uncertainty in the repayment of debt financing instruments, the company shall timely disclose the risk warning announcement with great uncertainty in interest payment or cashing.
Article 21 if the debt financing instrument fails to pay the interest or cash the principal in full on schedule as agreed, the company shall disclose the announcement of the failure to pay the interest or cash in full on schedule on the same day.
Article 22 during the period of dealing with the default of debt financing instruments, the company and the duration management institution shall disclose the progress of dealing with the default, and the company shall disclose the main contents of the dealing plan. If the interest is paid or the principal is cashed during the disposal period, it shall be disclosed within one working day.
Article 23 If the company fails to fulfill the obligation of paying interest or cashing principal and requests the promotion institution to perform the obligation of credit promotion, the company shall timely disclose the announcement of requesting to start the credit promotion procedure.
Chapter III Management of information disclosure
Article 24 the person in charge of the information disclosure of the company’s debt financing instruments is the director of the company’s finance department, who is responsible for organizing and coordinating the information disclosure of debt financing instruments.
Article 25 the Finance Department of the company is the management department of the information disclosure of the company’s debt financing instruments, and undertakes the following responsibilities:
(I) be responsible for formulating and timely revising the company’s information disclosure management system;
(II) be responsible for organizing, drafting and preparing the company’s information disclosure documents;
(III) be responsible for keeping the company’s information disclosure documents.
Article 26 the company shall change the person in charge of information disclosure within 2 days after the date of change
