Haitian Water Group Co.Ltd(603759)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to strengthen the management of information disclosure of Haitian Water Group Co.Ltd(603759) (hereinafter referred to as "the company"), protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, and standardize the information disclosure 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, the measures for the administration of information disclosure of listed companies, the standards for the governance of listed companies, the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the stock listing rules), the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 2 - administration of information disclosure affairs and other laws, regulations and the articles of association, This system is hereby formulated.
Article 2 the information mentioned in this system refers to the information that has or may have a great impact on the trading price of the company's shares and their derivatives, including but not limited to:
(I) regular reports publicly released by the company according to law, including quarterly reports, interim reports and annual reports;
(II) the company's interim reports publicly released according to law, including the announcement of the resolution of the general meeting of shareholders, the resolution of the board of directors, the resolution of the board of supervisors, the announcement of the acquisition and sale of assets, the announcement of related party transactions, supplementary announcement, rectification announcement and other major matters, as well as other matters deemed necessary to be disclosed by the stock exchange;
(III) the prospectus published in the company's issuance of new shares, the prospectus published in the allotment of shares, the announcement on the listing of shares and the announcement on the issuance of convertible bonds;
(IV) other events and transactions that should be disclosed in accordance with relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and measures and notices issued by the stock exchange.
The disclosure mentioned in this system refers to the disclosure to the public within the specified time, on the specified media, according to the specified procedures and in the specified manner, and delivered to the securities regulatory authorities and stock exchanges according to the specified procedures.
Article 3 the directors and supervisors of the company shall faithfully, completely and timely disclose the information in a fair and accurate manner, and shall guarantee that the senior supervisors of the company can not disclose the information in a fair and accurate manner, and can not disclose the information in a timely manner.
Article 4 the Secretary of the board of directors is the specific executor of the company's information disclosure and the designated contact person with the stock exchange. He is responsible for coordinating and organizing the company's information disclosure, including perfecting and perfecting the information disclosure system to ensure the company's true, accurate, complete, timely and fair information disclosure.
Chapter II Basic Principles of information disclosure
Article 5 principles of information disclosure:
(I) fulfill the obligation of information disclosure in accordance with laws, administrative regulations, departmental rules, normative documents, stock listing rules, measures and notices issued by stock exchanges and other relevant provisions;
(II) timely and fairly disclose all information that may have a great impact on the trading price of the company's shares and their derivatives;
(III) ensure that the contents of information disclosure are true, accurate, complete, timely and fair, and there are no false records, misleading statements or major omissions.
Article 6 in principle, the company's information disclosure adopts the direct disclosure method, that is, upload the information disclosure documents through the electronic information disclosure system of listed companies of Shanghai Stock Exchange and directly submit them to qualified media for disclosure.
Article 7 the information disclosed by the company shall be easy to understand, and the factual descriptive language shall be used to explain the true situation of the event in a concise and easy to understand manner. The information disclosure documents shall not contain words and sentences of the nature of publicity, advertising, compliment or slander; The company ensures that users can obtain information through economic and convenient means (such as securities newspapers and the Internet).
Article 8 all members of the board of directors of the company must ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions with good faith and diligence. The above contents shall be stated in the announcement as important tips.
Article 9 the information publicly disclosed by the company shall be submitted to the stock exchange at the first time. Before information disclosure, the company shall submit relevant announcements and relevant documents for future reference to the stock exchange in accordance with the requirements of the stock exchange and report to the CSRC for the record.
Article 10 in addition to disclosing information in accordance with mandatory provisions, the company shall actively and timely disclose all information that may have a substantive impact on the decisions of other stakeholders, and ensure that all shareholders have equal access to information.
Article 11 the company shall designate at least one legal information disclosure newspaper as the media for publishing the company's announcement and other information to be disclosed, and designate the website of Shanghai Stock Exchange and cninfo as the website for publishing the company's announcement and other information to be disclosed. Other public media shall not disclose information before designated newspapers and designated websites. The company shall not replace the official announcement of the company in the form of press release or answering reporters' questions.
Article 12 Where the company intends to disclose the information to the stock exchange in a timely manner, or if the disclosure of the information is misleading or may cause damage to the interests of the stock exchange, the company may make an application to the stock exchange for the suspension of the disclosure of the information or other conditions that are not recognized by the stock exchange:
(I) the information to be disclosed is not disclosed;
(II) the insider of the relevant inside information has 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 the stock exchange, the company may suspend the disclosure of relevant information. Generally, the period of suspension of disclosure shall not exceed two months. If the application for suspension of disclosure has not been approved by the 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 13 Where the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by the stock exchange, and the disclosure or performance of relevant obligations in accordance with the stock listing rules may lead to its violation of relevant state confidentiality laws and administrative regulations or damage the interests of the company, the company may apply to the stock exchange for exemption from the disclosure or performance of relevant obligations in accordance with the stock listing rules.
Chapter III Management of information disclosure
Article 14 the information disclosure of the company shall be under the unified leadership and management of the board of directors:
(I) the chairman of the board is the first person responsible for the company's information disclosure, and all members of the board of directors are jointly and severally liable;
(II) the Secretary of the board of directors is responsible for coordinating and organizing the specific matters of the company's information disclosure, and the securities affairs representative accepts the leadership of the Secretary of the board of directors and assists him in his work;
(III) the securities department is a special organization responsible for the company's information disclosure;
(IV) directors, supervisors, senior managers, heads of functional departments, branches and subsidiaries and their relevant staff are the obligors of the company's information disclosure. The controlling shareholders, major shareholders holding more than 5% of the company's shares and related persons of the company should also bear the corresponding information disclosure obligations and actively cooperate and support the company's information disclosure.
The board of directors of the company shall conduct a self-assessment on the annual implementation of the system. At the same time of the disclosure of the annual report, the self-assessment report of the board of directors on the implementation of the system shall be included in the annual internal control self-assessment report for disclosure.
Article 15 the Secretary of the board of directors is responsible for organizing and coordinating the information disclosure of the company, collecting the information that should be disclosed by the company and reporting to the board of directors, continuously paying attention to the media reports on the company and actively verifying the truth of the reports.
The Secretary of the board of directors has the right to attend the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and relevant meetings of senior managers, to know the financial and operating conditions of the company, and to consult all documents related to information disclosure.
The Secretary of the board of directors of the company shall be responsible for the confidentiality of information and formulate confidentiality measures. In case of disclosure of inside information, remedial measures shall be taken in time for explanation and clarification, and reported to the stock exchange and CSRC.
The company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, senior managers and relevant personnel of the company shall support and cooperate with the Secretary of the board of directors in his work.
For relevant meetings involving information disclosure of the company, the Secretary of the board of directors of the company shall be guaranteed to obtain relevant meeting documents and minutes in time. The Secretary of the board of directors of the company shall attend important meetings involving information disclosure of the company as nonvoting delegates, and relevant departments shall provide the Secretary of the board of directors with materials and information required for information disclosure in time.
The directors, the board of directors, supervisors, the board of supervisors and senior managers of the company are responsible for ensuring that the securities department and the Secretary of the board of directors of the company are informed of the major information of the organization and operation of the company, the information that has a substantial or significant impact on the decisions of shareholders and other stakeholders and other information that should be disclosed in a timely manner.
Article 16 the securities affairs representative shall also perform the duties entrusted by the Secretary of the board of directors and the stock exchange, assist the Secretary of the board of directors in information disclosure and bear corresponding responsibilities. When the Secretary of the board of directors of the company is unable to perform his duties, the securities affairs representative shall perform the duties of the Secretary of the board of directors. The Secretary of the board of directors shall assign special personnel to be responsible for the specific work of preserving and managing information disclosure documents. Documents and materials related to the performance of information disclosure duties by directors, supervisors, senior managers, departments, branches and subsidiaries shall be properly kept by the securities department. The securities department shall keep the originals of the prospectus, prospectus, listing announcement, periodic report, interim report and relevant contracts, agreements, resolutions and records of the general meeting of shareholders, resolutions and records of the board of directors, resolutions and records of the board of supervisors and other materials for a period of not less than 10 years. If there are other provisions in laws, regulations or normative documents, such provisions shall prevail.
Article 18 the independent directors and the board of supervisors shall regularly or irregularly inspect the implementation of the 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 may report to the stock exchange. After the formal examination of the stock exchange, the announcement of the board of supervisors shall be issued. In addition to ensuring the authenticity, accuracy and completeness of the announcement of the board of supervisors, the supervisors and the board of supervisors shall be responsible for supervising the behavior of the directors and senior managers of the company in performing their duties related to information disclosure.
The board of supervisors shall form an annual evaluation report on the implementation of this system and disclose it in the announcement of the board of supervisors of the annual report.
Article 19 the person in charge of each department, branch and subsidiary of the company is the first person responsible for the information report of the Department and the company. At the same time, each department, branch and subsidiary shall designate a special person as the designated contact person to report the information to the securities department and the Secretary of the board of directors.
The heads of all departments, branches and subsidiaries of the company shall urge the department or the company to strictly implement the information disclosure management and reporting system stipulated in the system, and ensure that the major information that should be disclosed in the department or the company is timely notified to the securities department and the Secretary of the board of directors.
Article 20 when the actual controllers, controlling shareholders and major shareholders holding more than 5% of the shares of the company appear or know the major information that should be disclosed under the system, they shall timely and actively notify the securities department and the Secretary of the board of directors of the company, and perform the corresponding disclosure obligations.
Chapter III Examination and approval procedures for information disclosure
Article 21 information disclosure shall strictly follow the following approval procedures:
(I) the person in charge of the department providing information shall carefully check the relevant information.
(II) the information manuscript of public information disclosure shall be written or reviewed by the Secretary of the board of directors; (III) the Secretary of the board of directors shall, in accordance with the provisions of relevant laws, regulations and the articles of association, disclose the periodic report and the resolutions of the general meeting of shareholders, the meeting of the board of directors and the meeting of the board of supervisors after performing the legal examination and approval procedures;
(IV) the Secretary of the board of directors shall go through the following approval procedures before publicly disclosing interim reports other than resolutions of the general meeting of shareholders, the board of directors and the board of supervisors:
1. The interim report issued in the name of the board of directors shall be submitted to the chairman for review and signature;
2. The interim report issued in the name of the board of supervisors shall be submitted to the chairman of the board of supervisors for examination and signature; 3. Within the scope authorized by the board of directors, if the business matters that the president has the right to approve need to be publicly disclosed, the announcement of such matters shall be submitted to the general manager for review first, then to the chairman for review and approval, and published in the name of the company.
(IV) the reports, requests for instructions and other documents submitted by the company to the CSRC, the stock exchange or other relevant government departments and the publicity information manuscripts related to the company's major decisions and economic data published in the news media shall be submitted to the chairman of the company for final issuance.
Article 22 when the relevant departments of the company study and decide on matters involving information disclosure, they shall notify the Secretary of the board of directors to attend the meeting as nonvoting delegates and provide them with the materials required for information disclosure.
Article 23 when the relevant departments of the company have doubts about whether the information matters are disclosed, they shall timely consult the Secretary of the board of directors or the stock exchange through the Secretary of the board of directors.
Article 24 the company shall not replace information disclosure in the form of press conference or answering reporters' questions.
Article 25 the company's announcement shall clarify the errors, omissions or corrections of the relevant information published in the announcement (including the misleading announcement, reprint or correction of the company's announcement) in time.
Chapter IV disclosure of periodic reports
Article 26 the periodic report shall be prepared in accordance with the relevant content and format requirements of the CSRC and disclosed in accordance with the following provisions:
(I) annual report: the company shall prepare and complete the annual report within four months from the end of each fiscal year. The company shall submit the annual report to the stock exchange within two working days after being approved by the board of directors. After being registered by the stock exchange, the summary of the annual report shall be published in the designated newspapers and periodicals, and the text shall be disclosed on the designated website.
(II) interim report: the company shall prepare and complete the interim report within two months after the end of the first six months of each fiscal year. The company shall submit the interim report to the stock exchange within two working days after being approved by the board of directors. After being registered by the stock exchange, the summary of the interim report shall be published in the designated newspapers and periodicals, and the text shall be disclosed on the designated website.
(III) quarterly report: the company shall prepare and complete the quarterly report within one month after the end of the first three and nine months of each fiscal year. The company shall submit the quarterly report to the stock exchange within two working days after being approved by the board of directors. After being registered by the stock exchange, the quarterly report shall be published in the designated newspaper and disclosed on the designated website at the same time. The disclosure time of the company's first quarter report cannot be earlier than the disclosure time of the company's annual report of the previous year.
Article 27 If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the stock exchange in time, and announce the reasons for the failure, solutions and the deadline for delayed disclosure.
Chapter V disclosure of Interim Report
Article 28 when a company holds a meeting of the board of directors and the board of supervisors, it shall make a decision in time after the meeting
