Jiangsu Bide Science And Technology Co.Ltd(605298)
Administrative measures for information disclosure
Chapter I General Provisions
Article 1 in order to strengthen the management of Jiangsu Bide Science And Technology Co.Ltd(605298) (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 all shareholders of the company, 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 (hereinafter referred to as “the Disclosure Measures”) These information disclosure management measures are formulated in accordance with the relevant laws, regulations, rules and normative documents such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 2 – management of information disclosure affairs, and the relevant provisions of Jiangsu Bide Science And Technology Co.Ltd(605298) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “information disclosure” as mentioned in this system refers to the significant information that may have a significant impact on the trading price of the company’s securities and their derivatives, as well as the value judgment and investment decision-making made by investors, as well as other information required to be disclosed by the securities regulatory authorities, on the website of Shanghai Stock Exchange and the media that meet the conditions stipulated by the securities regulatory authority of the State Council within the specified time Publish the aforesaid information to the public in the prescribed manner and submit it to the securities regulatory department in accordance with the provisions.
The term “timely” as mentioned in this system refers to the two trading days from the starting date or the time point of disclosure. Information disclosure documents include regular reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 3 the company designates one or more of the securities times, Securities Daily, China Securities News or other newspapers designated by the CSRC and the website of Shanghai Stock Exchange as the media for publishing the company’s announcements and other information; And designated cninfo as the company’s information disclosure website.
Article 4 the chairman of the board of directors is the first person responsible for the company’s information disclosure. The Secretary of the board of directors, the company’s shareholders and their actual controllers are the information disclosure obligors referred to in this system, and the information disclosure obligors shall be subject to the supervision of the CSRC and the Shanghai Stock Exchange.
The Secretary of the board of directors shall be responsible for the specific affairs of the company’s information disclosure.
Article 5 the information disclosure obligors mentioned in this system include:
(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) subsidiaries controlled and controlled by all departments and levels of the company and their principals;
(V) controlling shareholders, actual controllers, shareholders holding more than 5% shares and persons acting in concert of the company; (VI) natural persons, units and their related personnel such as the acquirer of the company, parties involved in major asset restructuring, refinancing and major transactions;
(VII) other information disclosure obligors stipulated by laws, regulations and normative documents.
Chapter II Basic Principles of company information disclosure
Article 6 the company’s information disclosure shall reflect the principles of openness, fairness and fairness to all investors. The information disclosed 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.
Article 7 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in accordance with laws, regulations, rules, listing rules, disclosure measures, measures and notices issued by Shanghai Stock Exchange. The information disclosed shall be true, accurate and complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions
Article 8 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 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 information disclosure obligor shall submit the information disclosure announcement and relevant documents for future reference to the securities regulatory bureau of the place where the company is registered. 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 information disclosure obligor 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 if the events occurred or related to the company do not meet the disclosure standards specified in this system, or there are no specific provisions in this system, but the Shanghai Stock Exchange or the board of directors of the company believes that the event may have a great impact on the trading price of the company’s shares and their derivatives, the company shall disclose them in time in accordance with the provisions of this system.
Article 11 when disclosing information, the company shall use factual descriptive language to ensure that the content is concise and easy to understand, highlight the nature of the event, and shall not contain any words and expressions of publicity, advertising, compliment or slander.
Article 12 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties and ensure that the information disclosed is true, accurate, complete, timely and fair without false records, misleading statements or major omissions. If the contents of the announcement cannot be guaranteed to be true, accurate and complete, a corresponding statement shall be made in the announcement and the reasons shall be explained.
Chapter III contents and standards of information disclosure
Article 13 the preparation of a prospectus by a company shall comply with the relevant provisions of the CSRC. All information that has a significant impact on investors’ investment decisions shall be disclosed in the prospectus.
Article 14 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 15 after the application for securities issuance 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 and, with the consent of the CSRC, revise the prospectus or make a corresponding supplementary announcement.
Article 16 when applying for securities listing and trading, a company shall prepare a listing announcement in accordance with the provisions of the stock exchange, and make an announcement after being examined and approved by the 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 17 Where the prospectus or listing announcement cites the professional opinions or reports of the sponsors or securities service institutions, the relevant contents shall be consistent with the contents of the documents issued by the sponsors or securities service institutions, so as to ensure that the opinions of the sponsors or securities service institutions are not misleading.
Article 18 the provisions of this system on the prospectus shall apply to the prospectus of corporate bonds.
Article 19 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Article 20 the periodic reports that the company shall disclose include annual reports and interim reports. All information that has a significant impact on investors’ investment decisions shall be disclosed. 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.
Article 21 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, and the interim report shall be prepared and disclosed within two months from the end of the first half of each fiscal year.
Article 22 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 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 23 Where the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 24 in case of performance disclosure before the disclosure of the periodic report, or performance rumors and abnormal fluctuations in the trading of the company’s securities and their derivatives, the company shall timely disclose the relevant financial data of the reporting period. Article 25 Where a non-standard audit report is issued for 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 26 the format, content and preparation rules of the annual report and interim report shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
Article 27 when a major event occurs 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, explaining the cause, current status and possible impact of the event;
The “major events” mentioned in this system include:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) change of directors, more than 1 / 3 supervisors or general manager of the company; The chairman or general manager is unable to perform his duties;
(VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding shares or controlling the company has changed greatly, and the situation of the company’s actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(IX) the company’s plans to distribute dividends and increase capital, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down; (x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（11） The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） Large amount of compensation liability of the company;
（13） The company makes provision for impairment of large assets;
（14） The shareholders’ equity of the company is negative;
（15） The main debtors of the company are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
（16） The newly published laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
（17） The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off or listing
（18） The court ruled to prohibit the controlling shareholder from transferring its shares; More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or voting rights are restricted according to law, or there is a risk of compulsory transfer of ownership;
（19） Major assets are sealed up, seized or frozen; Major bank accounts are frozen;
（20） The listed company is expected to suffer losses or substantial changes in its operating performance;
（21） Major or all businesses come to a standstill;
（22） Obtain additional income that has a significant impact on the current profit and loss, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
（23） Appointing or dismissing an accounting firm to audit the company;
（24） Major independent changes in accounting policies and accounting estimates;
（25） Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（26） 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;
（27） 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; （28） Other directors, supervisors and senior managers of the company other than the chairman or manager are unable to perform their duties normally for more than three months or are expected to do so for more than three months due to physical reasons, work arrangements and other reasons, or are subject to coercive measures taken by the competent authority due to suspected violations of laws and regulations and affect their performance of their duties;
（29） Other matters prescribed by the CSRC.
Article 28 when a company changes its name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number, it shall disclose it immediately.
Article 29 the company shall timely perform the obligation of information disclosure of major events at any of the following time points:
(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 and report it.
