Vanfund Urban Investment&Development Co.Ltd(000638)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the company’s information disclosure, promote the company’s standardized operation according to law, and safeguard the legitimate rights and interests of the company’s shareholders, creditors and their stakeholders, This system is formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the administrative measures for information disclosure of listed companies (hereinafter referred to as the “administrative measures”) of the CSRC, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant requirements.
Chapter II Basic Principles of company information disclosure
Article 2 the “information” mentioned in this system refers to the important information that may have a significant impact on the price of the company’s shares and their derivatives and that has not been known to the investors, as well as the information required to be disclosed by the securities regulatory authorities;
The term “disclosure” as mentioned in this system refers to the disclosure of the above-mentioned information to the public within the specified time, on the specified media and in the specified way, and submitted to the securities regulatory department and the stock exchange in accordance with the regulations.
The “information disclosure obligor” mentioned in this system includes:
1. The company and its directors, supervisors and senior managers, shareholders or holders of depositary receipts and actual controllers;
2. Acquirers and other subjects of equity changes, major asset restructuring, refinancing, major transactions, bankruptcy and other relevant parties;
3. Intermediaries and their related personnel providing services for the above-mentioned subjects;
4. Other subjects who undertake relevant obligations for listing, information disclosure, suspension, resumption and delisting as stipulated by laws and regulations.
Article 3 the information disclosed according to law shall be published on the website of the stock exchange and the media meeting 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 newspapers and periodicals meeting the conditions prescribed by the CSRC and the websites established according to law. The summaries of the information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of the stock exchange and the newspapers and periodicals meeting the conditions prescribed by the CSRC.
Information disclosure obligors shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, and shall not replace the interim reporting obligations that should be performed in the form of regular reports.
The information disclosure obligor shall not abuse the qualified media in the form of announcement to disclose the content of publicity, advertising, slander, compliment and other nature.
Article 4 information disclosure obligors shall timely perform their obligations of information disclosure in accordance with the 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 disclosure obligor shall disclose major information within the prescribed time limit and shall not intentionally choose the time point of disclosure. The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, so as to ensure that all investors can obtain the same information equally, and shall not disclose it to any unit or individual in advance. However, unless otherwise provided by laws and administrative regulations.
Before the disclosure of inside information according to law, insiders of inside information and those who illegally obtain inside 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 the information disclosure of the company shall reflect the principle of openness, fairness and fairness to all shareholders. 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. If the directors, supervisors and senior managers of the company cannot guarantee the authenticity, accuracy and completeness of the information disclosed by the company, or have objections to the information disclosed by the company, they shall make a statement in the announcement and explain the reasons, and the company shall disclose it.
Chapter III information to be disclosed and disclosure standards
Article 6 the information documents that a company should disclose include prospectus, prospectus, listing announcement, acquisition report, periodic report and interim report. Regular reports are annual reports, interim reports and quarterly reports, and other reports are interim reports. If the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall disclose them.
Article 7 periodic reports
1. Regular reports include annual reports, interim reports and quarterly reports.
2. 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 first quarter report shall not be earlier than that of the previous annual report.
3. The content, format and preparation rules of annual report, interim report and quarterly report shall be implemented in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. 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.
4. 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 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 laws, administrative regulations and the provisions of the CSRC, 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 supervisor 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 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 of the company 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. If the company does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
The directors, supervisors and senior managers of the company 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 the periodic report is naturally exempted not only because of their opinions.
5. If the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time. 6. In case of performance disclosure before the disclosure of the company’s regular 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 a timely manner.
7. If a non-standard audit opinion is issued in 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. If the financial and accounting report in the periodic report is issued with non-standard audit opinions, and the stock exchange believes that it is suspected of violating the law, it shall submit it to the CSRC for investigation.
Article 8 interim report
1. When there is a major event that may have a great impact on the trading price of the company’s securities and their derivatives, and the investor has not been informed, the company shall immediately disclose it in the form of an interim report, explaining the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph refer to the matters specified in Article 22 of the administrative measures.
If the controlling shareholder or actual controller of the company has a great impact on the occurrence and progress of a major event, it shall timely inform the company in writing of the relevant information it knows, and cooperate with the company to fulfill the obligation of information disclosure.
2. If 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.
3. The company shall timely perform the obligation of information disclosure of major events at any of the following time points: (1) when the board of directors or the board of supervisors forms a resolution on the major event;
(2) When the parties concerned sign a letter of intent or agreement on the major event;
(3) When the directors, supervisors or senior managers are aware of the occurrence of the major event.
In case of any of the following circumstances before the time point specified in the preceding paragraph, the company shall timely disclose the current situation of relevant matters and risk factors that may affect the progress of the event:
(1) The major event is difficult to keep confidential;
(2) The major event has been leaked or there are rumors in the market;
(3) Abnormal transactions of the company’s securities and their derivatives.
4. After the company discloses a major event, if the disclosed major event has a progress or change that may have a great impact on the trading price of the company’s securities and their derivatives, the company shall disclose the progress or change and the possible impact in a timely manner.
5. Where the major events referred to in the preceding paragraph occur in the holding subsidiary of the company, which may have a great impact on the trading price of the company’s securities and their derivatives, the company shall perform the obligation of information disclosure. In case of any event that may have a great impact on the trading price of the company’s securities and their derivatives, the company shall perform the obligation of information disclosure.
6. Where the acquisition, merger, division, issuance of shares, repurchase of shares and other acts of the company lead to significant changes in the total share capital, shareholders and actual controllers of the company, the information disclosure obligor shall perform the obligation of reporting and announcement according to law and disclose the changes in equity.
7. The company shall pay attention to the abnormal transactions of the company’s securities and their derivatives and the media reports on the company. In case of abnormal trading of securities and their derivatives or news appearing in the media that may have a significant impact on the trading of the company’s securities and their derivatives, the company shall timely learn the real situation from relevant parties and make inquiries in writing if necessary. The controlling shareholders, actual controllers and persons acting in concert of the company shall timely and accurately inform the company whether there is any planned equity transfer, asset reorganization or other major events, and cooperate with the company in information disclosure.
8. If the trading of the company’s securities and their derivatives is recognized as abnormal trading by the CSRC or Shenzhen Stock Exchange, the company shall timely understand the influencing factors causing the abnormal fluctuation of the trading of securities and their derivatives, and
Article 9 situations of delayed disclosure and exemption from disclosure
1. Suspend disclosure
If 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 damage the interests of the company or mislead investors, and meets the following conditions, the company may apply to Shenzhen stock exchange for suspension of disclosure, stating the reasons and time limit for suspension of disclosure: (1) the information to be disclosed has not been disclosed;
(2) Relevant insiders have made a written commitment to confidentiality;
(3) There is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
With the consent of Shenzhen Stock Exchange, the disclosure can be suspended. 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 in time. 2. Exemption from disclosure
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 rules of Shenzhen Stock Exchange may lead to its violation of relevant national confidentiality laws and administrative regulations or damage the interests of the company, the company may apply to Shenzhen stock exchange for exemption from the disclosure or performance of relevant obligations in accordance with the rules of Shenzhen stock exchange with its consent.
Chapter IV procedures for information disclosure
Article 10 the obligor of information disclosure shall be responsible for providing the materials and information required for information disclosure to the Secretary of the board of directors of the company at the first time.
When the obligors of the company’s information disclosure have questions about whether a certain matter involves information disclosure, they shall timely consult the Secretary of the board of directors or the securities affairs representative of the company.
Article 11 procedures for the preparation, deliberation and disclosure of prospectus, prospectus and listing announcement: 1. Engaging sponsors and securities service institutions to prepare and issue professional reports;
2. The securities affairs department shall organize the verification of relevant contents and submit the disclosure application;
3. The Secretary of the board of directors is responsible for the review;
4. The deputy general manager and general manager in charge of securities affairs of the company shall be responsible for the review;
5. Approved by the board of directors and signed and issued by the chairman.
Article 12 procedures for the preparation, deliberation and disclosure of periodic reports:
1. After receiving the documents for preparing quarterly reports, interim reports and annual reports issued by Shenzhen Stock Exchange, the Secretary of the board of directors shall deploy the preparation of periodic reports according to the requirements of the documents;
2. The securities affairs department and the financial department shall divide the contents of the periodic report and formulate a completion schedule;
3. Each department shall complete its own division of labor within the specified time, which shall be confirmed by the person in charge of the Department;
4. The finance department will summarize the documents submitted by each department or subsidiary;
5. Audit report issued by accounting firm (if audit is required);
6. The securities affairs department prepares the draft periodic report;
7. The securities affairs department and the financial department shall return the corresponding contents and data in the draft periodic report to the relevant departments or subsidiaries for verification;
8. The securities affairs department will send the draft of the periodic report to the deputy general manager in charge for preliminary review;
9. The securities affairs department will deliver the draft periodic report to the chairman of the board of directors and the members of the audit committee of the board of directors for preliminary review; 10. The securities affairs department will send the draft of the periodic report to the directors, supervisors and senior managers for preliminary review;
11. The chairman of the board of directors is responsible for convening and presiding over the review of periodic reports by the board of directors;
12. The board of supervisors is responsible for reviewing the periodic reports prepared by the board of directors;
13. The Secretary of the board of directors is responsible for organizing the disclosure of periodic reports. The securities affairs department is responsible for submitting periodic reports and other relevant materials to Shenzhen Stock Exchange in accordance with the relevant requirements of the competent authority, and publishing announcements in designated newspapers;
14. The securities affairs department is responsible for submitting regular reports to the CSRC and its dispatched offices in accordance with the relevant requirements of the competent authorities.
