Information disclosure management system
Chapter I General Provisions
Article 1 in order to strengthen the management of Tong Petrotech Corp(300164) (hereinafter referred to as “the company”) information disclosure, standardize the company’s information disclosure, ensure the company’s true, accurate and complete disclosure of information, and safeguard the legitimate rights and interests of the company’s shareholders, especially the public shareholders, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China This system is hereby formulated in accordance with the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the “Listing Rules”) and the Tong Petrotech Corp(300164) articles of Association (hereinafter referred to as the “articles of association”)
Article 2 the information to be disclosed as mentioned in this system refers to all the information that may have a great impact on the trading price of the company’s shares and their derivatives and has not been known to the investors, including but not limited to:
(I) information on matters required to be disclosed in the listing rules;
(II) information related to the company’s performance, profit and other matters, such as financial performance, profit forecast, profit distribution and conversion of reserve fund into share capital;
(III) information related to the company’s acquisition, merger, reorganization, major investment, external guarantee and other matters; (IV) information related to the company’s stock issuance, stock repurchase, stock split and other matters;
(V) information related to the company’s business matters, such as the development of new products, new inventions, new customer groups and new suppliers, the conclusion of future major business plans, the approval of patents and government departments, and the signing of major contracts; (VI) information related to major litigation and arbitration matters of the company
The term “information disclosure” as mentioned in this system refers to the publication of the above information to the public in the prescribed manner within the prescribed time and on the prescribed media, and the submission to the China Securities Regulatory Commission and Shenzhen Stock Exchange in accordance with the provisions.
Article 3 the company shall, in accordance with the requirements of the listing rules and other relevant laws, regulations and normative documents, publish the information to be disclosed to the public through the specified media within the specified time and in the specified manner, and copy the information disclosure documents to the China Securities Regulatory Commission and its dispatched offices and Shenzhen Stock Exchange in accordance with the relevant regulations
Article 4 the chairman of the board of directors is the ultimate responsible person for the company’s information disclosure. The company and its directors, supervisors, senior managers, shareholders and their actual controllers are the information disclosure obligors. The information disclosure obligors shall be subject to the supervision of China Securities Regulatory Commission and Shenzhen Stock Exchange
Article 5 the holding subsidiaries of the company shall abide by the provisions of this system
Chapter II Basic Principles and general provisions of information disclosure
Article 6 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in accordance with laws, regulations, departmental rules, listing rules, measures and notices issued by Shenzhen Stock Exchange and other relevant provisions
Article 7 the company shall truthfully, accurately, completely and timely disclose all information that may have a great impact on the trading price of the company’s shares and their derivatives, and submit the announcement and relevant documents for future reference to Shenzhen Stock Exchange within the first time
The company shall publicly disclose information to all investors at the same time
Article 8 the company and all its directors, supervisors and senior managers shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate, complete, timely and fair without false records, misleading statements or major omissions
The company shall specify the guarantee responsibility mentioned in the preceding paragraph in the prominent position of the announcement. If the directors, supervisors and senior managers cannot guarantee the authenticity, accuracy and completeness of the announcement, they shall make a corresponding statement in the announcement and explain the reasons
Article 9 if the events occurred or related to the company fail to meet the disclosure standards specified in this system, or there are no specific provisions in this system, but Shenzhen Stock Exchange or the board of directors of the company believe 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 this system
Article 10 before information disclosure, the directors, supervisors, senior managers and other insiders of the company shall keep the insiders of the information to a minimum, shall not disclose the company’s insider information, shall not carry out insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives
Article 11 the company shall clarify the scope of Information Disclosure Responsibilities and confidentiality responsibilities of the company’s internal (including holding subsidiaries) and relevant personnel, so as to ensure that the company’s information disclosure meets the requirements of this system, listing rules and other laws, regulations and normative documents
Article 12 the company shall pay attention to the reports of the public media (including major websites) on the company and the trading of the company’s shares and their derivatives, timely understand the real situation from relevant parties, truthfully reply to the inquiries raised by Shenzhen Stock Exchange on the above matters within the specified time limit, and make a true, accurate, complete, timely and fair announcement on the relevant situation in accordance with the listing rules and the system
Article 13 the main documents of the company’s information disclosure include the prospectus (including the prospectus for allotment of shares, the letter of intent for additional issuance of shares, the prospectus for additional issuance of shares, the prospectus for convertible corporate bonds, the prospectus for convertible corporate bonds with separate transactions, etc.), the listing Report, periodic report and interim report, etc. before disclosing information, the company shall comply with the requirements of the China Securities Regulatory Commission Shenzhen stock exchange requires the submission of prospectus, listing report, regular report or interim report and other documents and relevant documents for future reference
Article 14 when disclosing information, the company shall use factual descriptive language to ensure that the content is concise and easy to understand, highlight the essence of the event, and shall not contain any words and sentences of publicity, advertising, compliment or slander
Article 15 in case of any error, omission or misleading in the prospectus, listing report, periodic report or interim report disclosed by the company, the company shall make an explanation and make an announcement in accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange
Article 16 after the company’s prospectus, listing report, periodic report and interim report are registered in Shenzhen Stock Exchange, they shall be published in China Securities Journal or other information disclosure newspapers designated by China Securities Regulatory Commission, and disclosed on the website designated by Shenzhen Stock Exchange
If the company fails to disclose according to the set date, it shall report to Shenzhen Stock Exchange before 9 a.m. of the set disclosure date
The company shall ensure that the documents disclosed on the designated media are completely consistent with the registration contents of Shenzhen Stock Exchange
The company shall not disclose information on the company’s website and other media before the designated media, and shall not replace the reporting and announcement obligations in any form such as press release or answering reporters’ questions, or replace the temporary reporting obligations in the form of regular report.
Article 17 a company shall keep the prospectus, listing report, periodic report, interim report and other information disclosure documents at the company’s domicile for public inspection at the same time as the announcement.
Article 18 the company shall be equipped with necessary communication equipment for information disclosure and ensure the smooth flow of external consultation telephone
Article 19 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 can 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 20 if 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 listing rules or the system may lead to the company’s violation of state laws and regulations on confidentiality or harm the interests of the company, it may apply to Shenzhen stock exchange for exemption from disclosure or performance of relevant obligations.
Article 21 the information disclosure of the company shall reflect the principle of openness, fairness and fairness to all shareholders. Chapter III contents of information disclosure
Section 1 issuance and listing of new shares and convertible corporate bonds
Article 22 the company shall prepare and timely disclose the prospectus and other documents related to the issuance of new shares and convertible corporate bonds in accordance with the relevant provisions of the China Securities Regulatory Commission.
Article 23 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.
Article 24 when applying for the listing of new shares and convertible corporate bonds, a company shall prepare a listing announcement in accordance with relevant regulations; When applying for the listing of new shares, a share change report shall also be prepared
Article 25 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.
Article 26 after the company agrees to its application for listing of new shares and convertible corporate bonds at Shenzhen Stock Exchange, it shall disclose the following documents in the designated media within 5 trading days before the listing of new shares and convertible corporate bonds:
(I) listing announcement;
(II) share change report;
(III) other documents and matters required by Shenzhen Stock Exchange
Article 27 when applying for the listing and circulation of shares allotted to securities investment funds, legal persons and strategic investors, the company shall submit the following documents to Shenzhen Stock Exchange:
(I) application for listing and circulation;
(II) announcement of placement results;
(III) custody certificate of the allotted shares;
(IV) description of shares allotted to securities investment funds, legal persons and strategic investors;
(V) suggestive announcement of listing and circulation;
(VI) other documents required by Shenzhen Stock Exchange
Article 28 with the consent of Shenzhen Stock Exchange, the company shall disclose the listing and trading suggestive announcement within three trading days before the listing and trading of the allotted shares. The listing and trading suggestive announcement shall include the following contents:
(I) listing and trading time of placing shares;
(II) the number of listed transactions of the allotted shares;
(III) the issue price of the allotted shares;
(IV) previous share changes of the company
Section II periodic report
Article 29 the periodic reports disclosed by the company include annual reports, interim reports and quarterly reports. The company shall prepare and disclose periodic reports within the time limit specified by laws, regulations, departmental rules and the listing rules. The annual report shall be within 4 months from the end of each fiscal year, and the Interim Report shall be within 2 months from the end of the first half of each fiscal year, The quarterly report shall be prepared and disclosed within the first three months and one month after the end of the first nine months of each fiscal year. The disclosure time of the company’s quarterly report in the first quarter shall not be earlier than that of the company’s annual report in 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 Shenzhen Stock Exchange in time, and announce the reasons, solutions and deadline for delayed disclosure
Article 30 the company shall agree with Shenzhen Stock Exchange on the disclosure time of periodic reports.
The company shall handle the disclosure of periodic reports according to the time arranged by Shenzhen Stock Exchange. If the disclosure time needs to be changed for some reason, it shall submit a written application to Shenzhen Stock Exchange five trading days in advance, state the reasons for the change, and specify the disclosure time after the change
The company shall prepare and disclose periodic reports in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange
The full text and abstract of annual report, interim report and quarterly report shall be disclosed on relevant designated media in accordance with the requirements of Shenzhen Stock Exchange
Article 31 the annual report 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 China Securities Regulatory Commission
Article 32 the interim report 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 prescribed by the China Securities Regulatory Commission
Article 33 the quarterly report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) other matters prescribed by the China Securities Regulatory Commission
Article 34 The directors, supervisors 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 and explanations
