Yifan Pharmaceutical Co.Ltd(002019) Yifan Pharmaceutical Co., Ltd. information disclosure management system
(revised in April 2002)
catalogue
Chapter I General Provisions Chapter II Contents and standards of information disclosure Chapter III management responsibilities of information disclosure affairs Chapter IV transmission, review and disclosure procedures of information disclosure Chapter V record and custody system of directors, supervisors and senior managers performing their duties Chapter VI confidentiality of information Chapter VII internal control and supervision mechanism of financial management and accounting 26 Chapter VIII information communication and system with investors, securities service institutions, media and so on Chapter IX information disclosure management and reporting system of all departments and subsidiaries Chapter X reporting system for receiving relevant documents from securities regulatory authorities 29 Chapter XI accountability mechanism and handling measures for violators 30 Chapter XII Supplementary Provisions thirty-one
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company” or “the company”) and other information disclosure obligors, strengthen the management of information disclosure affairs 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 and the measures for the administration of information disclosure of listed companies This system is hereby formulated in accordance with the relevant laws, regulations, normative documents such as the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the relevant provisions of Yifan Pharmaceutical Co.Ltd(002019) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the information disclosure obligor shall timely perform the obligation of information disclosure according to 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 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.
Where securities and their derivatives are publicly issued and traded both at home and abroad, the information disclosed by the company in the overseas market shall be disclosed in the domestic market at the same time. If the information disclosure of the company and relevant information disclosure obligors in the overseas market does not belong to the market information disclosure period of Shenzhen Stock Exchange, it shall be disclosed within the latest information disclosure period of Shenzhen stock exchange market. When the company and relevant information disclosure obligors perform the reporting and announcement obligations on the same event, they shall ensure to report to Shenzhen Stock Exchange and overseas stock exchanges at the same time, and the contents of the announcement shall be consistent.
The “information disclosure obligor” mentioned in this system includes:
(I) the company and its directors, supervisors and senior managers;
(II) persons in charge of all functional departments and subordinate branches (subsidiaries) of the company;
(III) shareholders, actual controllers and persons acting in concert of the company;
(IV) acquirers, natural persons, units and relevant personnel related to major asset restructuring, refinancing and major transactions, bankruptcy administrators and their members;
(V) affiliated persons of the company (including affiliated legal persons and affiliated natural persons);
(VI) other subjects undertaking the obligation of information disclosure as stipulated by laws, administrative regulations and the CSRC. Article 3 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.
Article 4 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 information disclosure obligor to provide information that needs to be disclosed according to law but has not been disclosed.
Article 5 in addition to the information required to be disclosed according to law, the company may voluntarily disclose the information related to the value judgment and investment decision-making of investors, but it shall not conflict with the information disclosed according to law or mislead investors.
The information voluntarily disclosed by the company shall be true, accurate and complete. Voluntary information disclosure shall abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not make selective disclosure.
The company shall not use the information voluntarily disclosed to improperly affect the trading price of the company’s securities and their derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 6 the company’s information disclosure documents include regular reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 7 the information disclosed by the company according to law shall be published on the website of the stock exchange and the media that meet the conditions prescribed by the CSRC, and shall be kept at the company’s domicile and the stock exchange for the public to consult.
The full text of the information disclosure documents shall be disclosed on the website of the stock exchange and the website of newspapers and periodicals that meet the conditions prescribed by the CSRC. The summaries of information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of the stock exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
The time of releasing information on the company’s website and other media shall not be earlier than the designated media. The company shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, and shall not replace the temporary reporting obligations in the form of regular report.
Article 8 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to Zhejiang securities regulatory bureau.
Article 9 information disclosure is the continuous responsibility of the company, and the company shall perform the obligation of continuous information disclosure in good faith. Article 10 where the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 11 information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the company shall ensure that the contents of the two versions are consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Chapter II Contents and standards of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 12 when applying to issue securities, a company shall prepare a prospectus (or prospectus) in accordance with the relevant provisions of the CSRC. Any information that has a significant impact on investors’ investment decisions shall be disclosed in the prospectus (or prospectus). After the company’s application for issuing securities is approved by the CSRC, the company shall disclose the prospectus (or 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 of the company 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 or Shenzhen Stock Exchange, and modify the prospectus (or prospectus) or make a corresponding supplementary announcement with the consent of the CSRC.
Article 15 when applying for securities listing and trading, a company shall prepare a listing announcement in accordance with the relevant provisions of the Shenzhen Stock Exchange and disclose the information with the consent of the 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 company.
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 articles 12 to 16 of these measures on the prospectus shall apply to the prospectus for corporate bonds and convertible bonds.
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 to be disclosed by the company include: annual report, semi annual report and quarterly report. The content, format and preparation rules of annual report, semi annual report and quarterly report shall be implemented in accordance with the relevant provisions of CSRC and Shenzhen Stock Exchange. All information that has a significant impact on investors’ value judgment and investment decision-making shall be disclosed.
Article 20 the financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law.
The financial and accounting report in the semi annual report may not be audited, but it shall be audited under any of the following circumstances: (I) it is planned to distribute profits (except for cash dividends only), convert the accumulation fund into share capital or make up for losses in the second half of the year;
(II) other circumstances that the CSRC or the Shenzhen Stock Exchange believes should be audited.
The financial information in the quarterly report does not need to be audited, unless otherwise stipulated by the CSRC or the Shenzhen Stock Exchange.
Article 21 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.
If the company is expected to be unable to disclose the periodic report within the specified period, it shall report to the Shenzhen Stock Exchange in time, and announce the reasons, solutions and deadline for delayed disclosure.
Article 22 the annual report of the company shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company’s shares and bonds, the total amount of shares and bonds, the total number of shareholders at the end of the reporting period, and the shareholding of the top 10 shareholders of the company;
(IV) shareholders holding more than 5%, controlling shareholders and actual controllers;
(V) appointment, shareholding change and annual remuneration of directors, supervisors and senior managers; (VI) report of the board of directors;
(VII) management discussion and analysis;
(VIII) major events during the reporting period and their impact on the company;
(IX) full text of financial accounting report and audit report;
(x) other matters stipulated by the CSRC and the Shenzhen Stock Exchange.
Article 23 the interim report of the company shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company’s shares and bonds, the total number of shareholders, the shareholding of the company’s top 10 shareholders, and the changes of controlling shareholders and actual controllers;
(IV) management discussion and analysis;
(V) major litigation, arbitration and other major events during the reporting period and their impact on the company;
(VI) financial and accounting reports;
(VII) other matters stipulated by the CSRC and the Shenzhen Stock Exchange.
Article 24 the quarterly report of the company shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) other matters stipulated by the CSRC and the Shenzhen Stock Exchange.
Article 25 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.
The directors, supervisors and senior managers of the company shall sign written confirmation opinions on the periodic reports, stating whether the preparation and review procedures of the board of directors comply with the laws, administrative regulations, the provisions of the CSRC and the Shenzhen Stock Exchange, and whether the contents of the reports can truly, accurately and completely reflect the actual situation of the company.
The board of supervisors shall review the periodic reports prepared by the board of directors and put forward written review opinions. The board of supervisors 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.
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 26 in case of performance disclosure before the disclosure of the company’s periodic report, or performance rumors and abnormal fluctuations in the trading of the company’s securities and their derivatives, the company shall disclose the relevant financial data of the reporting period in time.
Article 27 Where the company expects to suffer losses or make significant changes in its operating performance, it shall make a performance forecast in time.
Article 28 in case of any of the following circumstances in the expected annual operating performance and financial status of the company, a notice shall be made within one month from the end of the accounting year:
(I) the net profit is negative;
(II) turning losses into profits from net profits;
(III) the net profit increased by more than 50% compared with the same period of last year;
(IV) the net profit before and after deducting non recurring profits and losses, whichever is lower, is negative, and the operating income after deducting business income irrelevant to the main business and income without commercial substance is less than 100 million yuan;
(V) the net assets at the end of the period are negative;
(VI) the first fiscal year after the delisting risk warning is implemented for the company’s stock trading due to the circumstances specified in paragraph 1 of article 9.3.1 of the listing rules;
(VII) other circumstances recognized by Shenzhen Stock Exchange.
If the company expects that one of the circumstances in items (I) to (III) of the preceding paragraph will occur in the business performance of the half year, it shall make a notice within 15 days from the end of the half year.
If the company makes an annual performance forecast due to item (VI) of paragraph 1, it shall forecast the annual operating income, the operating income after deducting the business income irrelevant to the main business and the income without commercial substance, the net profit after deducting the non recurring profit and loss, and the current period
