Article 1 in order to regulate the information disclosure of Guangxi Guiguan Electric Power Co.Ltd(600236) (hereinafter referred to as "the company" and "the company"), promote the standardized operation of the company according to law, and safeguard the legitimate rights and interests of shareholders, creditors and other stakeholders of the company, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the standards for the governance of listed companies This system is formulated in accordance with the relevant requirements of relevant laws, regulations and the articles of association, such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the measures for the administration of information disclosure of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock exchange No. 2 - management of information disclosure Affairs (hereinafter referred to as the "guidelines") and the actual situation of the company.
Article 2 the information disclosure management system is applicable to the following personnel and institutions of the company:
1. Secretary of the board of directors and Information Disclosure Management Department of the company;
2. Directors and board of directors of the company;
3. Supervisors and board of supervisors of the company;
4. Senior management of the company;
5. Principals of all departments of the company's headquarters, branches and subsidiaries;
6. Controlling shareholders and major shareholders holding more than 5% of the company;
7. Other company personnel and departments responsible for information disclosure.
Article 3 the "information" mentioned in this system refers to all major information that may have a great impact on the trading price of the company's securities and their derivatives and has not been known to investors, as well as the information required to be disclosed by China Securities Regulatory Commission (hereinafter referred to as "CSRC") and its dispatched offices and Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange").
The "disclosure" mentioned in this system refers to the publication of the above information to the public on the website of the Shanghai Stock Exchange and the media meeting the conditions stipulated by the CSRC within the specified time.
Article 4 information disclosure is the continuous responsibility of the company. The company should be based on good faith and faithfully perform the obligation of continuous information disclosure.
Article 5 information disclosure obligors shall timely perform their obligations 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. 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. However, unless otherwise provided by laws and administrative regulations.
Information disclosure obligors shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters' questions, and shall not replace the interim reporting obligations that should be performed in the form of regular reports.
Article 6 the company's information disclosure shall reflect the principles of openness, fairness and fairness to all shareholders.
Article 7 the company and its directors, supervisors and senior managers shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate, complete, timely and fair, and that the information disclosed is free from false records, misleading statements or major omissions. The above contents shall be stated in the announcement as important tips. If a director, supervisor or senior manager cannot guarantee that the contents of the announcement are true, accurate and complete, he shall make a corresponding statement in the announcement and explain the reasons.
Article 8 the information that a company should disclose mainly includes prospectus, prospectus, listing announcement, acquisition report, periodic report and interim report. The annual report, interim report and quarterly report are periodic reports, and other reports are interim reports. Article 9 if there is a major event 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:
1. Major changes in the company's business policy and business scope;
2. 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;
3. Entering into contracts, providing significant rights and interests that may have a significant impact on the company's operating results or related party transactions;
4. The company has major debts and fails to pay off the due major debts; 5. The company incurs major losses or losses;
6. Major changes in the external conditions of the company's production and operation;
7. Change of directors, more than 1 / 3 supervisors or managers of the company; The chairman or manager is unable to perform his duties;
8. The shareholders or actual controllers who hold more than 5% of the shares of the company have great changes in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have great changes in their engagement in the same or similar business as the company;
9. The company's plans for dividend distribution and capital increase, important changes in the company's equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy; Or enter bankruptcy proceedings according to law and be ordered to close down;
10. 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 company's controlling shareholder, actual controller, directors, supervisors and senior managers are suspected of crime and taken compulsory measures according to law;
12. The company is liable for large amount of compensation;
13. The company makes provision for impairment of large assets;
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 promulgated 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 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. Appoint or dismiss an accounting firm as the auditor of 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 information disclosed in the previous period;
26. The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violation of 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 or manager cannot normally perform their duties for more than three months or are expected to do so for more than three months due to physical and work arrangements, or are subject to coercive measures taken by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
29. Other circumstances 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 10 Where 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 11 the company shall timely perform the obligation of information disclosure of major events at any of the following time points:
1. When the board of directors or the board of supervisors forms a resolution on the major event;
2. When the parties concerned sign a letter of intent or agreement on the major event;
3. When the directors, supervisors or senior managers know the occurrence of the major event and report it.
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:
1. The major event is difficult to keep confidential;
2. The major event has been leaked or there are rumors in the market;
3. Abnormal transactions of the company's securities and their derivatives.
Article 12 after the company discloses a major event, if there is any 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 progress or change and possible impact shall be disclosed in time.. Article 13 Where the major events specified in Article 10 of the system occur in 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 perform the obligation of information disclosure.
In case of any event that may have a great impact on the trading price of the company's securities and their derivatives, the company shall perform the obligation of information disclosure.
Article 14 Where the acquisition, merger, division, issuance of shares, repurchase of shares and other acts of the company lead to significant changes in the total share capital, shareholders and actual controllers of the company, the information disclosure obligor shall perform the obligation of reporting and announcement according to law and disclose the changes in equity.
Article 15 the company shall pay attention to the abnormal transactions of the company's securities and their derivatives and the media reports on the company.
In case of abnormal trading of the company's securities and their derivatives or the news appearing in the media may have a significant impact on the trading of the company's securities and their derivatives, the company shall timely understand the real situation from the relevant parties, and if necessary, inquire in writing and disclose it in time.
Article 16 the shareholders, actual controllers and persons acting in concert of the company shall promptly. Accurately inform the company whether there is any planned equity transfer, asset restructuring or other major events and the following events, take the initiative to inform the board of directors of the company and cooperate with the company to fulfill the obligation of information disclosure.
1. The situation of shareholders or actual controllers holding more than 5% of the company's shares or controlling the company has changed greatly, and the situation of the actual controllers of the company and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
2. The court ruled that the controlling shareholder is prohibited from transferring its shares, and more than 5% of the shares of the company held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law, or there is a risk of compulsory transfer of ownership;
3. It is proposed to restructure the company's major assets or business;
4. Other circumstances prescribed by the CSRC.
Before the disclosure of the information that should be disclosed according to law, if the relevant information has been disseminated in the media or there are abnormal transactions in the company's securities and their derivatives, the shareholders or actual controllers shall make a written report to the company in a timely and accurate manner and cooperate with the company to make a timely and accurate announcement.
The shareholders and actual controllers of the company shall not abuse their shareholders' rights and dominant position, and shall not require the company to provide them with inside information.
Article 17 Where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by the Shanghai Stock Exchange, timely disclosure may harm the interests of the company or mislead investors, and meets the following conditions, the company may apply to the Shanghai stock exchange for suspension of disclosure, stating the reasons and time limit for suspension of disclosure:
1. The information to be disclosed has not been disclosed;
2. Relevant insiders have made a written commitment to confidentiality;
3. There is no abnormal fluctuation in the trading of the company's shares and their derivatives.
With the consent of Shanghai Stock Exchange, the company may suspend the disclosure of relevant information. Generally, the period of deferred disclosure shall not exceed two months.
If the application for suspension of disclosure is not approved by the Shanghai Stock Exchange, the reasons for the suspension of disclosure have been eliminated or the period for the suspension of disclosure expires, the company shall disclose it in time.
Article 18 If the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by the Shanghai Stock Exchange, and the information disclosure or performance of relevant obligations may lead to its violation of state laws and regulations on confidentiality or damage the interests of the company, it may apply to the Shanghai Stock exchange for exemption from disclosure or performance of relevant obligations.
Article 19 in addition to the foregoing provisions of this chapter, on the basis of not involving sensitive financial information and trade secrets, the person responsible for the company's relevant information disclosure stipulated in this system shall cooperate with the Secretary of the board of directors to actively and timely disclose the information that has a great impact on the decisions of shareholders and other stakeholders, including the company's development strategy, business philosophy, the relationship between the company and stakeholders, etc.
Article 20 disclosure procedures of periodic reports:
1. Senior managers such as the manager, the financial officer in charge and the Secretary of the board of directors shall timely prepare the draft periodic report and submit it to the board of directors for deliberation;
2. The Secretary of the board of directors shall be responsible for delivering it to the directors for review;
3. The chairman is responsible for convening and presiding over the meeting of the board of directors to review the periodic report. The directors and senior managers of the company sign written confirmation opinions on the periodic report, indicating 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.
4. The board of supervisors shall review the periodic reports and issue 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 listed company.
5. If the directors and supervisors cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall vote against or abstain from voting when the board of directors or the board of supervisors deliberates and reviews the periodic report. 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.
6. The Secretary of the board of directors is responsible for organizing the disclosure of periodic reports.
