Hbis Company Limited(000709) information disclosure management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of information disclosure affairs and fully fulfill the responsibility of integrity and diligence to investors, 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”) and the measures for the administration of information disclosure of listed companies This system is hereby formulated in accordance with the relevant provisions of laws, regulations, rules and normative documents such as the stock listing rules of Shenzhen Stock Exchange.
Article 2 “information” mentioned in this system refers to all information that may have a significant impact on the trading price of Hbis Company Limited(000709) (hereinafter referred to as “the company” or “listed company”) securities and their derivatives, as well as the information required to be disclosed by the securities regulatory authorities; The “disclosure” refers to that the company and relevant information disclosure obligors publish the above information to the public in the prescribed disclosure manner on the media (hereinafter referred to as “qualified media”) that meet the conditions specified by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) within the prescribed time.
Article 3 the company shall disclose information in a true, accurate, complete and timely manner. The disclosed information shall be simple, clear and easy to understand, without false records, misleading statements or major omissions, and the disclosed information shall be subject to confidential examination. The company shall publicly disclose information to all investors at the same time.
Article 4 the company and its directors, supervisors and senior managers (hereinafter referred to as “senior managers”) shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information. Article 5 the chairman of the company is the first person responsible for information disclosure, and the Secretary of the board of directors is specifically responsible for information disclosure.
Article 6 before major information is disclosed according to law, any insider shall not disclose or disclose the information, and shall not use the information for insider trading.
Article 7 information disclosure documents mainly include prospectus, corporate bond prospectus, listing announcement, acquisition report, regular report and interim report, etc.
Article 8 the information disclosed by the company according to law shall be published on the website of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and qualified media, and shall be kept at the company’s domicile and Shenzhen stock exchange for public reference. The full text of the information disclosure documents shall be disclosed on the websites of the Shenzhen Stock Exchange and the websites 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 websites of the Shenzhen Stock Exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
Article 9 the company shall not release information on the company’s website and other media before the qualified 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 reports.
Article 10 the recommendation institution, the recommendation representative, the financial consultant and the sponsor shall perform the obligation of continuous supervision on the company’s information disclosure, and supervise the company to establish, improve and strictly implement the relevant systems of fair information disclosure. The company, the relevant information disclosure obligor and the specific object violate the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the provisions of this system, It shall immediately report to the Shenzhen Stock Exchange and urge the company to take corresponding measures.
Article 11 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to Hebei securities regulatory bureau. Article 12 information disclosure documents shall be in Chinese.
Chapter II information to be disclosed and disclosure standards
Section I periodic report
Article 13 the periodic reports that the company shall disclose include annual reports and interim reports. All information that has a significant impact on investors’ value judgment and investment decision-making 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 14 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 15 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 the Shenzhen Stock Exchange.
Article 16 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 executives 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 executives cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall express their opinions, state the reasons and disclose them in the written confirmation opinions; If the company does not disclose, directors, supervisors and senior executives may directly apply for disclosure.
Directors, supervisors and senior executives 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. Article 17 when the company expects a loss or significant change in its operating performance, it shall make a performance forecast in time.
Article 18 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 19 when 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 for the matters involved in the audit opinion.
Section II interim report
Article 20 when a major event occurs in the company that may have a great impact on the trading price of the company’s shares and their derivatives, and the investors have not been informed of it, the company shall immediately disclose the cause, current status and possible impact of the event.
The major events mentioned in the preceding paragraph include:
(I) major changes in the company’s business policy and business scope;
(II) for the company’s major investment, the company’s purchase and sale of major assets within one year exceeds 30% of the company’s total assets, or the mortgage, pledge, sale or scrap of the company’s major 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) the directors, more than one-third of the supervisors or the general manager of the company change, and the chairman or general manager is unable to perform his duties;
(VIII) the situation of shareholders or actual controllers holding more than 5% of the company’s 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 for dividend distribution and capital increase, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy; Or enter bankruptcy proceedings according to law and be 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 is suspected of committing a crime, and the controlling shareholders, actual controllers, directors, supervisors and senior executives of the company are suspected of committing a crime and taken compulsory measures according to law;
（12） The company is liable for large amount of compensation;
（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 and listing 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） Expected loss or substantial change in 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 executives are subject to criminal punishment, are suspected of violating laws and regulations, are filed for investigation by the CSRC, or are subject to administrative punishment by the CSRC, or are subject to major administrative punishment by other competent authorities;
（27） The directors or supervisors who are suspected of violating the duties of the company’s controlling shareholders or supervisors or who are actually affected by the disciplinary measures taken by the disciplinary inspection authority;
（28） Other than the chairman or manager
If the controlling shareholder or actual controller of the company has a great impact on the occurrence and progress of major events, 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.
Article 21 when a major event that may have a great impact on the trading price of the bonds of a listed and traded company occurs and the investors have not been informed of it, the company shall immediately submit a temporary report on the major event to the securities regulatory authority under the State Council and the securities trading place, and make a public announcement to explain the cause, current status and possible legal consequences of the event.
The major events mentioned in the preceding paragraph include:
(I) major changes in the company’s ownership structure or production and operation;
(II) the company’s credit rating changes;
(III) mortgage, pledge, sale, transfer and scrapping of major assets of the company;
(IV) the company fails to pay off its due debts;
(V) the company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; (VI) the company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
(VII) the company has suffered heavy losses exceeding 10% of its net assets at the end of the previous year;
(VIII) the company distributes dividends, makes decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or enters bankruptcy proceedings according to law and is ordered to close down;
(IX) major litigation and arbitration involving the company;
(x) the company is suspected of committing a crime, and the company’s controlling shareholders, actual controllers, directors, supervisors and senior executives are suspected of committing a crime and taken compulsory measures according to law;
（11） Other matters prescribed by the securities regulatory authority under the State Council.
Article 22 Where 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.
Article 23 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 (whether with or without conditions or time limit) on the major event;
(III) when the company (including any director, supervisor or senior officer) knows or should have known of the occurrence of the major event;
(IV) other circumstances in which major events occur.
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 trading of the company’s shares and their derivatives.
Article 24 after the company discloses a major event, if there is any progress or change in the disclosed major event that may have a great impact on the trading price of the company’s shares and other securities issued by the company, the progress or change and its possible impact shall be disclosed in time.
Article 25 when the major events specified in Articles 20 and 21 of the system 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.
The company’s participation in the company may affect the company’s securities and their derivatives
