Nacity Property Service Group Co.Ltd(603506)
Information disclosure management system
April, 2002
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Nacity Property Service Group Co.Ltd(603506) (hereinafter referred to as “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 (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 system is formulated by laws, regulations and departmental rules such as the administrative measures for information disclosure of listed companies (hereinafter referred to as the administrative measures) and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules) of the CSRC in combination with the actual situation of the company.
Article 2 “information” mentioned in this system refers to all information that may have a great impact on the trading price of the company’s shares and their derivatives and the information required to be disclosed by the securities regulatory authorities;
The “disclosure” mentioned in this system refers to the disclosure of information to the public in the specified media and in the specified way at the specified time and sent to the regulatory authority for filing.
Article 3 the information disclosure obligor mentioned in this system refers to:
(I) directors and board of directors of the company;
(II) the company’s supervisors and the board of supervisors;
(III) secretary of the board of directors and Securities Department of the company;
(IV) senior management of the company;
(V) responsible persons of all departments and subsidiaries of the company;
(VI) controlling shareholders of the company and shareholders holding more than 5%;
(VII) other institutions or personnel with information disclosure obligations.
Chapter II purpose of information disclosure
Article 4 the purpose of the company’s information disclosure: truthfully, accurately, completely, timely and fairly disclose the important information and major matters of the company’s production and operation management, faithfully perform the obligation of continuous information disclosure, ensure that investors timely understand the development of the company, meet the needs of investors for investment decision-making and exercising shareholders’ rights, and promote the development of the company through information disclosure.
Article 5 the information disclosed by the company and relevant information disclosure obligors shall be based on objective facts or judgments and opinions based on facts, truthfully reflect the objective situation, and there shall be no false records.
Article 6 the company and relevant information disclosure obligors shall disclose information objectively, in clear and appropriate language and words, without exaggeration or misleading statements.
When disclosing information, listed companies and relevant information disclosure obligors shall use factual descriptive language, which is concise, clear in logic, simple and easy to understand, and shall not contain words and sentences of publicity, advertising, compliment, slander and other nature.
When disclosing predictive information and other information related to the company’s future operation and financial status, the company shall be reasonable, cautious and objective.
Article 7 the information disclosed by the company and relevant information disclosure obligors shall be complete, fully disclose the information that has a great impact on the trading price of the company’s shares and their derivatives, reveal the major risks that may arise, and shall not selectively disclose some information or make major omissions.
The information disclosure documents and materials shall be complete and the format shall meet the specified requirements.
Article 8 the company and relevant information disclosure obligors shall publicly disclose major information to all investors at the same time to ensure that all investors can have equal access to the same information, and shall not disclose, disclose or divulge it to any unit or individual in advance.
The company and relevant information disclosure obligors shall not provide any unit or individual with major information that has not been disclosed by the company through shareholders’ meetings, investor briefings, analyst meetings, roadshows, investor research, media interviews and other forms.
If the company and relevant information disclosure obligors really need it, they can release major information through press conferences, media interviews, the company’s website and online self media during non trading hours, but they shall disclose relevant announcements within the latest information disclosure period.
When the company needs to submit documents and provide undisclosed material information to the shareholders, actual controllers or banks, tax, statistics departments, intermediaries and business negotiation counterparties of the company due to special circumstances, it shall timely report to the Shanghai Stock Exchange and perform the obligation of information disclosure in accordance with the relevant provisions of the Shanghai stock exchange. The company shall also require intermediaries and business negotiation counterparties to sign confidentiality agreements to ensure that they will not disclose relevant information, and promise not to buy or sell the company’s shares and their derivatives before the announcement of relevant information.
Where securities and their derivatives are publicly issued and traded both at home and abroad, the information disclosed by the information disclosure obligor in the overseas market shall be disclosed in the domestic market at the same time.
Article 9 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.
Article 10 before information disclosure, the company shall submit the announcement manuscript and relevant documents for future reference to Shanghai stock exchange for formal examination. In case of any error, omission or misleading in the company’s announcement, the company shall make an explanation and supplement the announcement at the first time.
Article 11 in addition to the information that needs to be disclosed according to law, the information disclosure obligor may voluntarily disclose the information related to the value judgment and investment decision made by the investor, but it shall not conflict with the information disclosed according to law or mislead the investor.
The information voluntarily disclosed by the information disclosure obligor 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 information disclosure obligor 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 12 Where the information to be disclosed by the company and relevant information disclosure obligors is recognized as state secrets according to law, and the disclosure or performance of relevant obligations in accordance with these rules may lead to its violation of laws and regulations or endanger national security, it may be exempted from disclosure in accordance with the relevant provisions of the exchange.
The information to be disclosed by the company and relevant information disclosure obligors belongs to trade secrets and business sensitive information. If the disclosure or performance of relevant obligations in accordance with these rules may lead to improper competition, damage the interests of the company and investors or mislead investors, the disclosure of such information may be suspended or exempted in accordance with the relevant provisions of the exchange.
If the company suspends or exempts the disclosure of its information in accordance with the provisions of the preceding two paragraphs, it shall meet the following conditions:
(I) relevant information 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.
If the reasons for the suspension or exemption of disclosure have been eliminated, the company shall disclose relevant information in time, and explain the reasons for the failure to disclose in time, the decision-making procedures performed by the company on the suspension or exemption of disclosure and the confidentiality measures taken.
Article 13 the company shall be equipped with communication equipment necessary for information disclosure, strengthen communication and exchange with investors, especially public investors, set up a special investor consultation telephone and make an announcement. In case of any change, it shall make an announcement in time and publish it on the company’s website. The company shall ensure that the consultation telephone line is unblocked and that there is a specially assigned person to answer it during working hours. In case of major events or other necessary circumstances, the company shall open multiple telephones to answer investor inquiries. The company shall set up a special column on investor relations on the company’s website, hold regular meetings with investors, timely respond to the concerns of public investors, and enhance investors’ understanding of the company.
Article 14 the company’s information disclosure documents shall be in Chinese.
Chapter III Management and responsibilities of information disclosure
Article 15 information disclosure shall be under the unified leadership and management of the board of directors of the company. The chairman of the company is the first person responsible for the company’s information disclosure; The president of the company and the Secretary of the board of directors are directly responsible for the company’s information disclosure; The person in charge of the subsidiary is the person in charge of information disclosure of the subsidiary.
Article 16 except for the announcement of the board of supervisors, the information disclosed by the company shall be published in the form of the announcement of the board of directors.
Article 17 the directors and senior managers of the company shall timely and actively provide the Secretary of the board of directors or the securities department with and continue to pay attention to the major events in the operation or finance of the company, the progress or changes of the disclosed events and other relevant information, and must ensure that the information disclosed is true, accurate and complete without false, seriously misleading statements or major omissions, And bear individual and joint liabilities for the authenticity, accuracy and integrity of the information disclosure.
Article 18 responsibilities of supervisors and the board of supervisors:
(I) supervisors shall supervise the performance of information disclosure duties by directors and senior managers of the company;
(II) supervisors shall pay attention to the information disclosure of the company. If they find that there are violations of laws and regulations in the information disclosure, they shall investigate and put forward handling suggestions;
(III) the board of supervisors shall issue a written review opinion on the periodic report, which shall explain whether the preparation and review procedures comply with the 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;
(IV) when inspecting the company’s finance and the performance of the company’s duties by directors and senior managers, the board of supervisors shall notify the board of directors in advance when it is necessary to disclose the acts in violation of laws, regulations or the articles of Association;
(V) when the board of supervisors reports to the general meeting of shareholders or relevant national competent authorities the acts of directors and senior managers damaging the interests of the company, it shall timely notify the board of directors and provide relevant materials.
Article 19 responsibilities of the Secretary of the board of directors:
(I) timely convey the laws, regulations, rules and relevant notices of the state and regulatory authorities on the company’s information disclosure;
(II) coordinate and organize the company’s information disclosure, including establishing the information disclosure system, receiving visits, answering inquiries, contacting shareholders, providing investors with the information publicly disclosed by the company, and promoting the company to make information disclosure truthfully, accurately and completely;
(III) to attend relevant meetings involving information disclosure as nonvoting delegates, the relevant departments of the company shall provide the Secretary of the board of directors with the materials and information required for information disclosure;
(IV) 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 to explain and clarify, and report to the CSRC, relevant dispatched offices and Shanghai Stock Exchange. Article 20 the securities department is the daily work department of information disclosure management, which is directly led by the Secretary of the board of directors.
Article 21 the person in charge of a subsidiary of the company shall timely and actively provide the Secretary of the board of directors or the securities department with information on the production and operation of the company and other major matters.
Article 22 when the controlling shareholders or shareholders holding more than 5% of the shares of the company appear or know the major matters that should be disclosed, they shall timely and actively notify the Secretary of the board of directors or the securities department, and cooperate with the company to fulfill the corresponding information disclosure obligations.
Chapter IV contents and standards of information disclosure
Article 23 the information disclosed by the company includes regular reports and interim reports. Regular reports are annual reports and interim reports, and other reports are interim reports.
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 reports in the interim report of the company may not be audited, but under any of the following circumstances, they shall be audited:
(I) it is proposed to distribute stock dividends, convert the reserve fund into share capital or make up for losses according to the semi annual financial data;
(II) other circumstances that the CSRC or the bourse believes should be audited.
The company shall not replace its reporting and announcement obligations in any form such as press release or answering reporters’ questions, and shall not replace its interim reporting obligations in the form of regular reports.
Article 24 the company shall prepare and complete periodic reports and make public announcements in accordance with the time and requirements specified by the state securities regulatory authority. The contents and disclosure time of the company’s periodic reports shall comply with the relevant provisions of the administrative measures of the CSRC and the Listing Rules of the Shanghai Stock Exchange.
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.
Article 25 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, solutions and the deadline for delayed disclosure.
Article 26 the company’s interim report includes 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 major events and other announcements.
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 the company shall, in accordance with the provisions of the securities law and the measures for the administration of information disclosure by listed companies, disclose the major events specified in paragraph 2 of Article 80 of the securities law and paragraph 2 of Article 22 of the measures for the administration of information disclosure by listed companies.
Article 29 the company shall perform its obligations in a timely manner on any of the following major events:
(I) when the board of directors or the board of supervisors forms a resolution on the major event;
(II) when the parties concerned sign a letter of intent or agreement on the major event;
(III) 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:
(I) the major event is difficult to keep confidential;
(II) the major event has been disclosed or there are rumors in the market;
(III) abnormal transactions of the company’s securities and their derivatives.
Article 30 after the company discloses a major event, if there is a progress or change in the disclosed major event that may have a great impact on the trading price of the listed company’s securities and their derivatives, the company shall disclose the progress or change and the possible impact in a timely manner.
Article 31 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,
