Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as “the company”), strengthen the management of information disclosure, ensure the fairness of information disclosure and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is formulated in combination with the actual situation of the company and relevant laws, regulations and normative documents such as the measures for the administration of information disclosure of listed companies, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), and Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “information disclosure” as mentioned in this system refers to meeting the standard requirements of the securities regulatory authorities on the information disclosure of listed companies. According to relevant laws, regulations and normative documents, the major information that may have a great impact on the trading price of the company’s shares and their derivatives and that has not been known to investors shall be announced to the public through the specified media within the specified time and in the specified way, and shall be filed with the securities regulatory authorities.
The forms of information disclosure documents mainly include: prospectus, prospectus, listing announcement, regular report and interim report.
Article 3 information disclosure obligors shall abide by the provisions of this system when performing their information disclosure obligations. If the CSRC has other provisions on the information disclosure of initial public offering and listing, or the issuance of securities by listed companies, such provisions shall prevail.
The information disclosure obligors mentioned in this system include: directors, supervisors and senior managers of the company; Controlling shareholders, actual controllers, shareholders holding more than 5% of the shares and persons acting in concert of the company; All departments, branches, holding and wholly-owned subsidiaries (branches and subsidiaries, hereinafter collectively referred to as “subsidiaries”) of the company’s headquarters and their principals; Acquirers, natural persons, units and their related personnel related to major asset restructuring, refinancing and major transactions, as well as other subjects undertaking information disclosure obligations stipulated by laws, administrative regulations and the CSRC.
Chapter II Basic Principles of information disclosure
Article 4 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in strict accordance with the provisions of relevant laws, regulations, rules, normative documents and rules.
Article 5 the information disclosure of the company shall reflect the principle of openness, fairness and fairness to all shareholders. The information disclosure obligor shall disclose the information to all investors in a true, accurate, complete and timely manner at the same time, and there shall be no false records, misleading statements or major omissions.
Article 6 in addition to disclosing information in accordance with mandatory provisions, the company shall actively and timely disclose information that may have a substantive impact on the decisions of shareholders and other stakeholders, and ensure that all shareholders have equal access to information.
Article 7 if the events occurred or related to the company do not meet the disclosure standards specified in relevant laws and regulations or these systems, or there are no specific provisions in relevant laws and regulations and these systems, but the Shenzhen Stock 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 relevant information in time in accordance with the provisions of these systems.
Article 8 all directors, supervisors and senior managers of the company shall ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. If the content of the information disclosed 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 9 when a company discloses information according to law, it shall submit the announcement manuscript and relevant documents for future reference to Shenzhen stock exchange for registration, disclose them in the media designated by the CSRC, and place them at the company’s residence for public inspection. The announcement manuscripts issued by the company shall use factual descriptive language to explain the true situation of the event in a concise and easy to understand manner, and shall not contain words and sentences of publicity, advertising, compliment or slander.
The company and relevant 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 10 where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by Shenzhen Stock Exchange, timely disclosure may harm the interests of the company or mislead investors, and meets the following conditions, it may apply to Shenzhen stock exchange for suspension of disclosure, stating the reasons and time limit for suspension of disclosure:
(I) the information to be disclosed has not been disclosed;
(II) relevant insiders have made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
With the consent of Shenzhen Stock Exchange, the company may suspend the disclosure of relevant information. Generally, the period of suspension of disclosure shall not exceed 2 months. If the application for suspension of disclosure is not approved by Shenzhen Stock Exchange, the reason for suspension of disclosure has been eliminated, or the period for suspension of disclosure expires, the company shall disclose it in time.
Article 11 the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by Shenzhen Stock Exchange, and the disclosure or performance of relevant obligations in accordance with the measures for the administration of information disclosure of listed companies, stock listing rules or these systems may lead to the company’s violation of state laws and regulations on confidentiality or damage the interests of the company, May apply to Shenzhen stock exchange for exemption from disclosure or perform relevant obligations.
Chapter III contents of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 12 a company issuing new shares and preparing a prospectus 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 13 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 14 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 15 when applying for securities listing and trading, a company shall prepare a listing announcement in accordance with the provisions of Shenzhen Stock Exchange, and make an announcement after being examined and approved by Shenzhen 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 listing announcement shall be affixed with the official seal of the issuer.
Article 16 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 17 the provisions of this system on the prospectus shall apply to the company’s share allotment prospectus, bond prospectus, etc.
Article 18 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Section II periodic report
Article 19 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly 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.
The disclosure requirements of quarterly reports shall be implemented in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 20 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim report within two months from the end of the first half of each fiscal year, and the quarterly report within one month after the end of the third and ninth months of each fiscal year.
The content, format and preparation rules of the company’s annual report, interim report and quarterly report shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. The contents of the periodic report shall be examined and approved by the board of directors of the company. Reports that have not been reviewed and approved by the board of directors on a regular basis shall not be disclosed.
Article 21 if the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to Shenzhen Stock Exchange in time, and announce the reasons for the failure to disclose on schedule, solutions and the deadline for delayed disclosure. Article 22 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the periodic reports. The board of supervisors 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.
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.
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, and the company shall disclose them in time. If the company does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
Article 23 Where the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 24 in case of performance disclosure before the disclosure of the periodic report, or performance rumors and abnormal fluctuations in the trading of the company’s shares and their derivatives, the company shall timely disclose the relevant financial data of the reporting period. Article 25 Where a non-standard audit report is issued for the financial and accounting report in the periodic report, the board of directors of the company shall make a special explanation on the matters involved in the audit opinion.
Section III interim report
Article 26 interim reports refer to the announcements other than periodic reports issued by the company in accordance with laws, administrative regulations, departmental rules, normative documents, stock listing rules, other relevant provisions of Shenzhen Stock Exchange and this system.
Article 27 when there are other major events that may have a great impact on the trading price of the company’s shares and their derivatives, and the investors have not been informed, the company shall disclose them in time, explaining the cause, current status and possible impact of the event.
Other major events include:
(I) major events stipulated in Article 80 of the securities law;
(II) the company is liable for large amount of compensation;
(III) the company makes provision for impairment of large assets;
(IV) the shareholders’ equity of the company is negative;
(V) the company’s main debtors are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
(VI) newly promulgated laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
(VII) the company carries out equity incentive, share repurchase, major asset restructuring, asset spin off or listing;
(VIII) 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 forced transfer of ownership;
(IX) major assets are sealed up, seized or frozen; Main bank accounts are closed;
(x) the company is expected to suffer losses or significant changes in its operating performance;
（11） Major or all businesses come to a standstill;
（12） 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;
（13） Appointing or dismissing an accounting firm to audit the company;
（14） Major independent changes in accounting policies and accounting estimates;
（15） 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 previously disclosed information;
（16） The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating 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;
（17） 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;
（18） Other directors, supervisors and senior managers of the company other than the chairman or president are unable to perform their duties normally for more than 3 months or are expected to do so due to physical, work arrangements and other reasons, 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;
（19） Other matters prescribed by the CSRC.
Article 28 when 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 29 the company shall timely perform the obligation of information disclosure of major events at any of the following time points:
(I) when the board of directors or the board of supervisors forms a resolution on the major event;
(II) when the parties concerned sign a letter of intent or agreement on the major event;
(III) when the directors, supervisors or senior managers are aware of the occurrence of the major event and report it.
Article 30 if any of the following circumstances occurs before the time point specified in the preceding article, the company shall timely disclose the current situation of relevant matters and risk factors that may affect the progress of the event:
(I) the major event is difficult to keep confidential;
(II) the major event has been disclosed or there are rumors in the market;
(III) public
