Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Information disclosure management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure behavior of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”) and relevant information disclosure obligors, do a good job in information disclosure and related work, improve the management level and quality of information disclosure, and protect the legitimate rights and interests of investors, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This management system is hereby formulated in accordance with the administrative measures for information disclosure of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws and regulations, normative documents and the relevant provisions of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the articles of association).
Article 2 the “information” mentioned in this system refers to all information that may have a great impact on the price of the company’s shares and their derivatives or affect the decision-making of investors, as well as other information required to be disclosed by relevant laws, administrative regulations, departmental rules and Shanghai Stock Exchange.
Article 3 the company’s information disclosure adopts direct information disclosure and non direct information disclosure. The company and relevant information disclosure obligors shall submit information disclosure documents through the electronic information disclosure system of listed companies of Shanghai Stock Exchange or other methods recognized by Shanghai Stock Exchange within the specified time, and disclose them to the public through the website of Shanghai Stock Exchange and media meeting the conditions specified by the CSRC (hereinafter referred to as qualified media).
On the basis of not involving sensitive financial information, trade secrets and state secrets, the company can actively and timely disclose other information that has a great impact on the value judgment and investment decision-making of investors and other stakeholders in accordance with the principle of voluntariness, but the information shall not conflict with the information disclosed according to law and shall not mislead investors.
If the relevant departments and personnel of the company cannot determine whether the matters involved belong to the “information” in this system, they shall contact the Secretary of the board of directors of the company in time or consult the information disclosure regulatory authority through the Secretary of the board of directors.
Article 4 the management system is applicable to the following departments or individuals:
(I) secretary of the board of directors and Information Disclosure Management Department of the company;
(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) heads of all departments of the company’s headquarters, branches and subsidiaries;
(VI) actual controllers, controlling shareholders and major shareholders holding more than 5% of the company;
(VII) acquirers of the company, units, natural persons and relevant personnel related to major asset restructuring, refinancing and major transactions, bankruptcy administrators and their members;
(VIII) other company personnel and departments responsible for information disclosure.
The above departments or individuals are the obligors of major information disclosure.
Article 5 the chairman of the company shall bear the primary responsibility for the management of the company’s information disclosure affairs. The Secretary of the board of directors is responsible for coordinating the implementation of the information disclosure management system, organizing and managing information disclosure affairs. The information disclosure management department of the company is the securities management center, which is a permanent institution responsible for the information disclosure of the company and undertakes the information disclosure of the company.
The board of directors of the company shall ensure the effective implementation of this system. The directors, board of directors, supervisors, board of supervisors and senior managers of the company shall cooperate with the Secretary of the board of directors in the work related to information disclosure and provide work convenience for the Secretary of the board of directors and the management department of information disclosure to perform their duties. The person in charge of Finance shall cooperate with the Secretary of the board of directors in the work related to financial information disclosure The board of supervisors and the management shall establish an effective mechanism to ensure that the Secretary of the board of directors and the management department of the company’s information disclosure can learn the company’s major information in time. The financial department and Investment Department of the company shall perform the obligation of cooperation with the information disclosure management department. The board of directors of the company shall regularly conduct self-examination on the implementation of the company’s information disclosure management system, and shall correct any problems found in a timely manner.
When the Secretary of the board of directors of the company needs to know the situation and progress of major events, relevant departments (including the company’s holding subsidiaries and joint-stock companies) and personnel shall actively cooperate and assist, reply in a timely, accurate and complete manner, and provide relevant materials as required.
When circumstances or events occur, occur or are about to occur that may have a great impact on the trading price of the company’s shares and their derivatives, the person responsible for the reporting obligation shall timely perform the internal reporting procedures. After receiving the report, the chairman shall immediately report to the board of directors and urge the Secretary of the board of directors to organize the disclosure of the interim report.
The independent directors and the board of supervisors are responsible for supervising the implementation of the information disclosure management system. The independent directors and the board of supervisors shall inspect the implementation of the information disclosure management system, timely urge the board of directors of the company to correct the major defects found, and require the board of directors to revise the system as needed. If the board of directors does not make corrections, the board of supervisors shall report to the Shanghai Stock Exchange.
Chapter II Basic Principles of information disclosure
Article 6 basic principles of information disclosure:
(I) timely disclose all information that may have a great impact on the trading price of the company’s shares and their derivatives;
(II) the directors, supervisors and senior managers of the company shall ensure that the information disclosed is true, accurate and complete without false records, seriously misleading statements or major omissions;
(III) the publicly disclosed information shall be submitted to Shanghai Stock Exchange as required.
Article 7 in addition to disclosing information in accordance with mandatory provisions, the company shall actively and timely disclose information that the board of directors of the company believes may have a great impact on the trading price of the company’s shares and their derivatives. The information disclosed shall be true, accurate and complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions.
Article 8 the information disclosed by the company 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.
Article 9 the designated website for the company to publicly disclose information is the website of Shanghai Stock Exchange (www.sse. Com. CN.), The designated media are those that meet the conditions stipulated by the CSRC. If the information that the company should publicly disclose needs to be disclosed in other public media, it shall not be disclosed before the designated website and designated media, and shall not replace the company’s formal announcement in the form of press conference or reporter’s question. Article 10 before insider information is disclosed according to law, insiders of insider information and those who illegally obtain insider information shall not disclose or disclose the information, and shall not use the information for insider trading. No unit or individual may illegally require the company to provide information that needs to be disclosed according to law but has not been disclosed. Article 11 the company shall maintain communication with investors, securities service institutions, media, etc., and disclose information among different investors in accordance with the principle of fairness, so as to ensure the smooth development of investor relations management.
Article 12 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate and complete, and the information disclosure is timely and fair.
Chapter III disclosure of periodic reports
Article 13 the basic procedures for the preparation, review and disclosure of the company’s periodic reports are as follows:
(I) the general manager, financial director and Secretary of the board of directors of the company shall be responsible for the summary and preparation of periodic reports, and all departments, branches and subsidiaries of the company shall cooperate;
(II) after the preparation of the periodic report, it shall be submitted to the chairman of the company for review and then submitted to the board of directors for review;
(III) when preparing the company’s annual report, the audit committee of the board of directors shall be organized to fully communicate with accountants on financial audit matters;
(IV) the Secretary of the board of directors is responsible for delivering the information of the periodic report to the directors for review, the chairman is responsible for convening and presiding over the meeting of the board of directors to review the periodic report, the board of supervisors is responsible for reviewing the periodic report prepared by the board of directors, and the Secretary of the board of directors is responsible for organizing the disclosure of the periodic report;
(V) 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.
Article 14 the company’s regular reports include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors’ value judgments and investment decisions shall be disclosed. The financial and accounting report in the annual report shall be audited by an accounting firm in accordance with the provisions of the securities law. 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 disclosure time of the quarterly report of the first quarter shall not be earlier than that of the annual report of the previous 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 for the failure to disclose on schedule, solutions and the deadline for delayed disclosure. Article 15 the directors and senior managers of the company shall sign written confirmation opinions on the periodic reports, and 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 listed 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, which shall be disclosed by the company. If the company does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
Directors, supervisors and senior managers shall follow the principle of prudence when expressing their opinions in accordance with the provisions of the preceding paragraph, and their responsibility to ensure the authenticity, accuracy and integrity of the contents of periodic reports is naturally exempted not only because of their opinions.
Article 16 Where the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 17 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 securities and their derivatives, the company shall timely disclose the relevant financial data of the reporting period.
Article 18 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.
Article 19 the company shall make an appointment with the Shanghai stock exchange for the disclosure of periodic reports, and handle the disclosure of periodic reports according to the time arranged by the Shanghai Stock Exchange. If it is necessary to change the disclosure time for some reason, it shall submit a written application to Shanghai Stock Exchange five trading days in advance, state the reasons for the change, and specify the disclosure time after the change. 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 for the failure to disclose on schedule, solutions and the deadline for delayed disclosure.
Chapter IV disclosure of Interim Report
Article 20 the interim report disclosed by the company refers to the announcement other than the periodic report that the company shall publish in accordance with the laws, regulations, departmental rules and the stock listing rules of Shanghai Stock Exchange.
Article 21 when the company holds a meeting of the board of directors and the board of supervisors, it shall submit the resolution of the board of directors to the Shanghai stock exchange for filing and announcement within two trading days after the meeting.
Article 22 the company shall submit the resolution and legal opinion of the general meeting of shareholders to Shanghai Stock Exchange after the conclusion of the general meeting of shareholders, and publish the announcement of the resolution.
Article 23 the general meeting of shareholders shall be announced at least two days before the scheduled meeting of shareholders and the reasons shall be explained. If it is an extension, the date of the meeting after the extension shall be announced.
Article 24 If a shareholder puts forward an interim proposal before the shareholders’ meeting, the company shall issue a supplementary notice of the shareholders’ meeting within the specified time, disclosing the name of the shareholder who puts forward the interim proposal, the shareholding ratio and the content of the new proposal. If an emergency occurs during the shareholders’ meeting, resulting in the failure of the meeting to be held normally, the company shall explain the reasons to the Shanghai Stock Exchange and make an announcement.
Article 25 the company shall timely perform the obligation of initial disclosure after the major events involved in the interim report first touch any of the following time points:
(I) when the board of directors or the board of supervisors forms a resolution on major events;
(II) when the parties concerned sign letters of intent or agreements on major events;
(III) when the directors, supervisors or senior managers are aware of the occurrence of major events and report them. Article 26 a major event that may have a great impact on the trading price of the company’s shares and their derivatives is in the planning stage. Although the time point specified in the preceding article has not been touched, under any of the following circumstances, the company shall timely disclose the current situation of the relevant event and the risk factors that may affect the progress of the event:
(I) major events are difficult to keep confidential;
(II) major events have been disclosed or there are rumors in the market;
(III) abnormal trading of the company’s shares and their derivatives.
Article 27 the “major event” mentioned in this system refers to a major event that may have a great impact on the trading price of the company’s shares and their derivatives. When the investor has not been informed, the company shall immediately disclose the cause, current status and possible impact of the event. Major events include:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior and major decision to purchase property;
(III) the conclusion of important contracts by the company may have a significant impact on the company’s assets, liabilities, equity and operating results;
(IV) the company has major debts and fails to pay off the due major debts;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) changes in directors, more than one-third of supervisors or managers of the company;
(VIII) shareholders or actual controllers who hold more than 5% of the company’s shares have changed greatly in their holding of shares or control of the company;
(IX) decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company;
(x) major litigation 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 is suspected of committing a crime and is investigated by the judicial organ, and the directors, supervisors and senior managers of the company are suspected of committing a crime and are taken compulsory measures by the judicial organ;
（12） Other matters prescribed by the securities regulatory authority under the State Council.
Article 28 the company shall disclose major events
