Shanxi Huayang New Materialco.Ltd(600281)
Information disclosure management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Shanxi Huayang New Materialco.Ltd(600281) listed company (hereinafter referred to as “the company” and “listed company”), promote the company’s standardized operation according to law, safeguard the legitimate rights and interests of the company and its shareholders, especially the public shareholders, clarify the information disclosure obligations of the company and its relevant information disclosure obligors, and clarify the scope of Information Disclosure Responsibilities, confidentiality responsibilities and reporting obligations of the company, its subsidiaries and relevant personnel, In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “stock listing rules”) and the administrative measures for information disclosure of listed companies (hereinafter referred to as the “Information Disclosure Measures”) This system is hereby formulated in combination with the actual situation of the company, such laws, regulations, rules and normative documents as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 2 – management of information disclosure affairs, as well as the relevant provisions of Shanxi Huayang New Materialco.Ltd(600281) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “information” as mentioned in this system refers to all major information that may or has had a significant impact on the trading 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 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 designated media and in the specified way, and submitted to the securities regulatory authority in accordance with the regulations.
Article 3 the information disclosure obligors mentioned in this system include the following institutions and personnel:
(I) directors and board of directors of the company;
(II) the company’s supervisors and the board of supervisors;
(III) senior management of the company;
(IV) secretary of the board of directors and Information Disclosure Management Department of the company;
(V) heads of all departments of the company’s headquarters, branches and subsidiaries;
(VI) controlling shareholders, actual controllers, shareholders holding more than 5% of the shares, acquirers of listed companies and persons acting in concert;
(VII) natural persons, units and relevant personnel, bankruptcy administrators and their members, such as parties related to the company’s major asset restructuring, refinancing and major transactions;
(VIII) other subjects undertaking information disclosure obligations stipulated by laws, administrative regulations, CSRC and Shanghai Stock Exchange.
Chapter II principles of information disclosure
Article 4 the information disclosure obligor shall timely disclose all information that may have a significant impact on the company’s stock price. The term “timely” as mentioned above refers to two trading days from the starting date or the time point of disclosure.
Article 5 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 6 the information disclosure obligor shall 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.
Article 7 the information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance. Except as 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 8 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 9 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. 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.
Article 10 the information disclosure obligor shall submit the draft of the information disclosure announcement and relevant documents for future reference to the securities regulatory bureau of the place where the company is registered.
Article 11 information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the information disclosure obligor 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.
Article 12 Where the information to be disclosed by the company is subject to the suspension and exemption specified in the stock listing rules and other relevant business rules of the Shanghai Stock Exchange, it may not apply to the Shanghai stock exchange according to the business guidelines for the suspension and exemption of information disclosure of listed companies of the Shanghai Stock exchange, and the information disclosure obligor shall make its own prudent judgment, It shall be handled in accordance with the company’s internal management system for information disclosure suspension and exemption business, and Shanghai Stock Exchange shall implement post supervision on the suspension and exemption of information disclosure of the company.
Chapter III contents of information disclosure
Article 13 the company’s information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Section I periodic report
Article 14 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors’ value judgment and investment decision-making shall be disclosed.
Article 15 the financial and accounting report in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law. The financial accounting report in the interim report may not be audited, but it must be audited under any of the following circumstances:
(I) it is planned to make profit distribution, convert the reserve fund into share capital or make up for losses in the second half of the year;
(II) it is proposed to apply for the issuance of new shares and other refinancing matters in the second half of the year, which need to be audited according to relevant regulations;
(III) other circumstances that the CSRC or Shanghai Stock Exchange believes should be audited.
The financial information in the quarterly report need not be audited, unless otherwise stipulated by the CSRC or Shanghai Stock Exchange.
Article 16 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 from the end of the first three months and the first nine months of each fiscal year.
Article 17 the board of directors of the company shall ensure that the company discloses periodic reports on time. If the resolution of the board of directors to review the periodic report cannot be formed for some reason, the company shall disclose the relevant information in the form of the announcement of the board of directors, explaining the reasons for the failure to form the resolution of the board of directors and the existing risks.
Article 18 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 the laws, administrative regulations, the provisions of the CSRC and the 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 of the company 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 relevant provisions of the CSRC and the stock exchange, and whether the contents of the report can truly, accurately and completely reflect the actual situation of the company. Directors and senior managers shall not refuse to sign written opinions on periodic reports for any reason.
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 or does not disclose, directors, supervisors and senior managers can 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 shall not be exempted by expressing their opinions.
Article 19 Where the company expects to incur losses or significant changes in its operating performance, it shall make a performance forecast in time. Article 20 in case of performance disclosure before the disclosure of the periodic report, or performance rumors and abnormal fluctuations in the company’s securities trading, the company shall timely disclose the relevant financial data of the reporting period.
Article 21 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 22 the content, format and preparation rules of the annual report and interim report shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
(I) the following contents shall be recorded in the annual report:
1. Basic information of the company;
2. Main accounting data and financial indicators;
3. 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 company’s top 10 shareholders;
4. Shareholders holding more than 5%, controlling shareholders and actual controllers;
5. The employment, shareholding changes and annual remuneration of directors, supervisors and senior managers;
6. Report of the board of directors;
7. Management discussion and analysis;
8. Major events during the reporting period and their impact on the company;
9. Full text of financial accounting report and audit report;
10. Other matters prescribed by the CSRC.
(II) the interim report shall include the following contents:
1. Basic information of the company;
2. Main accounting data and financial indicators;
3. 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;
4. Management discussion and analysis;
5. Major litigation, arbitration and other major events during the reporting period and their impact on the company;
6. Financial accounting report;
7. Other matters prescribed by the CSRC.
Section II interim report
Article 23 interim report refers to the announcement other than the regular report issued by the company in accordance with laws, regulations and normative documents, including but not limited to the announcement of major events, the resolution of the board of directors, the resolution of the board of supervisors, the resolution of the general meeting of shareholders, transactions to be disclosed, related party transactions, other major matters to be disclosed, etc.
The interim report shall be issued by the board of directors of the company and affixed with the official seal of the company or the board of directors (the official seal of the board of supervisors may be affixed to the resolution announcement of the board of supervisors).
Article 24 in case of any of the following major risk situations, the company shall timely disclose the relevant information and its impact on the company:
(I) major losses occurred or suffered;
(II) the occurrence of major debts and the failure to pay off the due major debts;
(III) may be liable for major breach of contract or large amount of compensation according to law;
(IV) the company decides to dissolve or is ordered to close down by the competent authority according to law;
(V) major creditor’s rights are not paid off when they are due, or the main debtor is insolvent or enters bankruptcy proceedings; (VI) the company’s main business assets are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the total assets;
(VII) the company’s main bank accounts are frozen;
(VIII) major or all businesses come to a standstill;
(IX) the company is suspected of committing a crime, and the company’s controlling shareholders, actual controllers, directors, supervisors and senior managers are suspected of committing a crime and taken compulsory measures according to law;
(x) the company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities;
（11） The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
（12） The chairman or general manager of the company is unable to perform his duties. Directors, supervisors and senior managers other than the chairman and general manager are unable to perform their duties normally for more than 3 months or are expected to do so due to physical and work arrangements, or are subject to coercive measures taken by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
（13） Other major risks identified by Shanghai Stock Exchange or the company.
Article 25 the company shall timely disclose any of the following circumstances:
(I) change the company name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number, etc. In case of any change in the articles of association, the articles of association approved by the general meeting of shareholders shall also be disclosed on the website of the exchange;
(II) major changes in business policies and business scope;
(III) in accordance with the provisions of the CSRC on
