Article 1 in order to standardize the obligation of Guangxi Guiguan Electric Power Co.Ltd(600236) (hereinafter referred to as “the company” or “the company”) bond information disclosure, strengthen the management of corporate bond information disclosure, improve the quality of corporate bond information disclosure, and safeguard the legitimate rights and interests of the company and bondholders, in accordance with the company law, the securities law and the measures for the administration of corporate credit bond information disclosure According to the requirements of laws, regulations, departmental rules and normative documents such as the guidelines for the application of self regulatory rules for corporate bonds of Shanghai Stock Exchange No. 1 – continuous information disclosure of corporate bonds, and in combination with the articles of association and the actual situation of the company, the measures for the administration of Guangxi Guiguan Electric Power Co.Ltd(600236) corporate bond information disclosure affairs are formulated.
Article 2 the term “corporate credit bonds” (hereinafter referred to as “bonds”) as mentioned in these Measures includes corporate bonds, corporate bonds and debt financing instruments of non-financial companies. These measures are applicable to the issuance and duration information disclosure of corporate bonds, corporate bonds and debt financing instruments of non-financial companies in the inter-bank bond market.
Article 3 “information disclosure” as mentioned in this system refers to the disclosure of the information required to be disclosed by relevant laws and regulations and the provisions of the dealers association to investors within the specified time, on the specified media, according to the specified procedures and in the specified manner; During the duration of debt financing instruments, the company’s periodic reports and major events that may affect its solvency shall be disclosed to investors in a timely and continuous manner. The term “investor” in this system refers to the legal person investor, unincorporated institutional investor or natural person investor who purchases the debt financing instruments issued by the company in the inter-bank bond market.
The “significant information” mentioned in this system refers to the information of the company issuing debt financing instruments in the inter-bank bond market and the information of the company’s events that may affect its solvency during the duration of the debt financing instruments.
The term “duration” as mentioned 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.
Article 4 the system is applicable to the company and its subordinate units. All units of the company refer to subsidiaries (branches) at all levels wholly-owned or controlled by the company.
Article 5 the information disclosure documents of corporate credit bonds mainly include issuance, listing / listing and cashing information, regular financial information, major event information, change information, etc.
Article 6 before issuing bonds, a company shall disclose the following documents: (I) the company’s audited financial reports for the last three years and the latest accounting statements;
(II) prospectus;
(III) credit rating report (if any);
(IV) trustee agreement (if any);
(V) creditor’s rights agency agreement (if any);
(VI) Rules of the shareholders’ meeting (if any);
(VII) legal opinion (if any);
(VIII) other documents required by the supervision and administration institution of corporate credit bonds or the market self-discipline organization.
Article 7 when issuing bonds, the company shall disclose the compliance, subject and amount of the raised funds.
If the company changes the purpose of the funds raised by bonds, it shall perform the necessary change procedures in accordance with the provisions and agreements, and disclose the purpose of the funds raised to be changed five working days before the use of the funds raised.
Article 8 when issuing bonds, a company shall disclose its governance structure, organizational structure and operation, and the establishment and operation of its internal management system.
Article 9 the company shall disclose the mutual independence of its controlling shareholders and actual controllers in terms of assets, personnel, institutions, finance and business operation. Article 10 the company shall announce the results of bond issuance within one working day (trading day) after the deadline for investors’ payment.
The contents of the announcement include but are not limited to the actual issuance scale, price and other information of the bonds.
Article 11 the information disclosed by the company or the self regulatory organization shall be published on the securities market no later than the time required by the self regulatory organization to disclose the information in accordance with the requirements of Article 11. Where bonds are publicly issued and traded both inside and outside China at the same time, the information disclosed by its information disclosure obligor outside China shall be disclosed at the same time inside China.
Article 12 during the duration of bonds, 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 four months from 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;
(II) the company shall disclose the semi annual report within two months from the end of the first half of each fiscal year;
(III) the financial statements of the periodic report shall at least include the balance sheet, income statement and cash flow statement. The company preparing consolidated financial statements shall disclose the financial statements of the parent company in addition to the consolidated financial statements.
Article 13 Where the company changes the information disclosure management measures, it shall disclose the main contents of the changed system when disclosing the latest annual report or semi annual report; If the company is unable to disclose the periodic report on time, it shall disclose the explanatory documents for the failure to disclose the periodic report on time before the disclosure deadline specified in Article 16, including but not limited to the reasons for the failure to disclose on time, the expected disclosure time, etc. The company’s disclosure of the explanatory documents mentioned in the preceding paragraph does not mean that it is exempted from the information disclosure obligation of the company’s periodic report.
Article 14 during the duration of bonds, the company shall disclose in time any major event that may affect the solvency or the rights and interests of investors, and explain the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include but are not limited to:
(I) the name of the company has changed, the ownership structure or the production and operation status has changed significantly;
(II) the company changes its financial report audit institution, bond trustee or institution with equivalent responsibilities (hereinafter referred to as “trustee”) and credit rating agency;
(III) more than one-third of the directors, more than two-thirds of the supervisors, chairman of the board, general manager or personnel with the same responsibilities of the company have changed;
(IV) the company’s legal representative, chairman, general manager or personnel with equivalent responsibilities are unable to perform their duties;
(V) change of the controlling shareholder or actual controller of the company;
(VI) the company has major asset mortgage, pledge, sale, transfer, scrap, free transfer, major investment behavior or major asset reorganization;
(VII) the company has suffered heavy losses exceeding 10% of its net assets at the end of the previous year; (VIII) the company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
(IX) the company’s equity and management rights involve entrusted management;
(x) the company loses actual control over important subsidiaries;
（11） Changes in bond guarantee or bond credit rating;
（12） The company transfers the bond repayment obligations;
（13） The company’s one-time liabilities to others exceed 10% of the net assets at the end of the previous year, or new loans and external guarantees exceed 20% of the net assets at the end of the previous year;
（14） The company fails to pay off its due debts or restructure its debts;
（15） 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;
（16） 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;
（17） The company is involved in major litigation and arbitration matters;
（18） The company’s assets that may affect its solvency are sealed up, seized or frozen;
（19） The company distributes dividends, makes decisions on capital reduction, merger, division, spin off, dissolution and application for bankruptcy, or enters bankruptcy proceedings according to law and is ordered to close down;
（20） The company involves market rumors that need to be explained;
（21） Other matters to be disclosed as agreed in the prospectus or promised by the company;
（22） Other matters that may affect its solvency or the rights and interests of investors.
In case of significant progress or changes in the above disclosed matters, the company shall also perform the obligation of information disclosure in time.
Article 15 the company shall, in principle, perform the obligation of information disclosure on major matters specified in Article 18 within two working days (trading days) after the first occurrence of any 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 the same responsibilities are aware of the occurrence of the major event;
(IV) when receiving the decision or notice of relevant competent authorities on major matters, the company shall also timely perform the obligation of information disclosure in case of disclosure or market rumors of major matters.
Article 16 once the information disclosure documents are published, they shall not be changed at will. If it is really necessary to make a change, the change announcement and the changed information disclosure documents shall be disclosed.
Article 17 If the company corrects the disclosed information, it shall timely disclose the correction announcement and the corrected information disclosure documents.
If the disclosed audited financial information is corrected, the company shall employ an accounting firm to issue professional opinions on the corrected matters and disclose them in time. Where the aforesaid corrections have a material impact on the audited financial statements, the company shall also hire an accounting firm to issue audit opinions on the corrected financial statements and disclose them in a timely manner.
Article 18 where bonds are attached with special terms such as issuer or investor option terms and investor protection terms, the company shall timely disclose the triggering and implementation of relevant terms in accordance with relevant provisions and agreements.
Article 19 during the duration of the bonds, the company shall disclose the announcement of the payment arrangement of the principal and interest before the payment date of the principal or interest of the bonds.
Article 20 in case of default of bonds, the company shall timely disclose the announcement that the principal and interest of bonds have not been paid. The company, the lead underwriter and the trustee shall perform the obligation of information disclosure in accordance with the provisions and agreements, and timely disclose the company’s financial information, matters in breach of contract, matters involved in litigation, treatment plan for breach of contract, treatment progress and other important information that may affect the decision-making of investors. If the company pays interest or cashes the principal during the treatment period, it shall disclose it within one working day.
If the company is entrusted or taken over by the custody group or takeover group, the information disclosure obligation of the company shall be borne by the custody group or takeover group.
Article 21 if the company enters into bankruptcy proceedings, the information disclosure obligation of the company shall be borne by the bankruptcy administrator, except for the company’s own management of property or business affairs. The bankruptcy information disclosure obligor is not required to disclose periodic reports and major events in accordance with the requirements of this section, but shall disclose the bankruptcy progress within 2 working days after knowing or should know the following circumstances:
(I) acceptance of bankruptcy application;
(II) appointment of bankruptcy administrator;
(III) arrangement for declaration of bankruptcy claims;
(IV) arrangement of creditors’ meeting;
(V) the bankruptcy administrator shall submit the bankruptcy reorganization plan, settlement agreement or the bankruptcy property price change plan and the bankruptcy property distribution plan;
(VI) the people’s court ruled on the bankruptcy reorganization plan, the settlement agreement, the price change plan of the bankruptcy property and the distribution plan of the bankruptcy property;
(VII) commencement and completion of reorganization plan, settlement agreement and liquidation procedures;
(VIII) the people’s court terminates the reorganization procedure, reconciliation procedure or declares bankruptcy; (IX) other important information that may affect investors’ decision-making. The bankruptcy information disclosure obligor shall disclose the main contents of the above documents within 5 working days after submitting the bankruptcy reorganization plan, settlement agreement, bankruptcy property price change plan, bankruptcy property distribution plan and other important information affecting the decision-making of investors to the people’s court, and disclose the audit report, asset evaluation report and other property status reports at the same time.
In case of property disposal that has a significant impact on the interests of creditors, the bankruptcy information disclosure obligor shall disclose the information within 2 working days after knowing or should know.
Article 22 Where a company transfers its bond repayment obligations, the successor shall perform the obligation of information disclosure in accordance with the requirements of these measures for the company, and disclose the relevant information of the person in charge of information disclosure and the main contents of the management measures for information disclosure before the date of submitting the application for change of bond registration.
Article 23 the institution providing guarantee for bonds shall disclose the financial report of the previous year within four months from the end of each fiscal year.
When an institution providing guarantee for bonds has a major event that may affect its compensatory ability, it shall disclose the major event in time and explain the cause, current status and possible impact of the event.
Article 24 If the company has sufficient evidence to prove that the information that should be disclosed in accordance with the provisions of these measures may lead to its violation of relevant national confidentiality laws and regulations, it may be exempted from disclosure in accordance with relevant laws and regulations.
Article 25 procedures for application, examination and release of information released to the public
The company’s information disclosure shall follow the following procedures:
(I) relevant responsible persons shall prepare information disclosure documents;
(II) report the information disclosure to the chairman or the person in charge of the board of directors for review and approval respectively according to the information disclosure;
(III) bond issuance documents, periodic reports and other information disclosure documents that need to be reviewed by the board of directors and the board of supervisors shall be submitted to the board of directors and the board of supervisors in time to perform relevant review procedures;
(IV) the person in charge of information disclosure affairs will announce the approved information disclosure documents on the media that meet the conditions stipulated by the CSRC;
(V) the person in charge of information disclosure affairs shall submit the manuscript of information disclosure announcement and relevant documents for future reference to the local securities regulatory bureau (if required), and keep them in the company’s residence and stock exchange for public inspection;
(VI) the person in charge of information disclosure shall file and save the information disclosure documents and announcements.
Article 26 procedures for transmission, examination and disclosure of undisclosed information
(I) information that should be publicly disclosed but has not been disclosed is unpublished information. The company’s directors and the board of directors, supervisors and the board of supervisors, senior managers and heads of departments and subordinate companies of the company shall report the unpublished information related to the company, departments and subordinate companies to the person in charge of information disclosure affairs at any of the following time points:
1. When the board of directors, the board of supervisors or other decision-making bodies have the power to form resolutions on major issues;
2. When relevant parties sign a letter of intent or agreement on major matters;
3. When the directors, supervisors, senior managers or heads of departments and subordinate companies of the company are aware of the occurrence of such major event;
4. When receiving the decision or notice of relevant competent authorities on major matters. In case of any of the following circumstances before the time point specified in the preceding paragraph, the company’s directors and the board of directors, supervisors and the board of supervisors, senior managers and the heads of all departments and subordinate companies of the company shall also timely report the relevant matters to the person in charge of information disclosure
