Shanxi Lu’An Environmental Energydev.Co.Ltd(601699)
Information disclosure management system
Chapter I General principles
Article 1 in order to strengthen the management of information disclosure of Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) (hereinafter referred to as “the company”), ensure the correct performance of information disclosure obligations and protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, 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 Interim Regulations on the administration of stock issuance and trading This system is formulated in accordance with the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “exchange”) and other laws and regulations, in combination with the Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) articles of association and the actual situation of the company.
Article 2 the term “information disclosure” as mentioned in this system refers to the disclosure of information required by laws, regulations and the provisions of the securities regulatory authorities and that may have a significant impact on the trading price of the company’s shares and their derivatives to the public within the specified time, on the specified media, according to the specified procedures and in the specified manner, and at the same time, it shall be placed at the company’s domicile and Shanghai stock exchange for public inspection.
The basic principles of information disclosure are: true, accurate, complete, timely, fair, concise, clear and easy to understand.
Article 3 before the insider information is disclosed according to law, any insider shall not disclose or disclose the information, and shall not use the information for insider trading.
Chapter II disclosure of periodic reports
Article 4 the information documents to be disclosed by the company include prospectus, prospectus, listing announcement, periodic report and interim report, etc. Annual report, semi annual report and other reports.
Article 5 the company shall disclose the annual report within four months after the end of each fiscal year, the semi annual report within two months after the end of the first half of each fiscal year, and the quarterly report within one month after the end of the first three months and the first nine months of each fiscal year.
Article 6 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the periodic reports. The board of supervisors shall review the periodic reports prepared by the board of directors and put forward written review opinions to explain whether the preparation and review procedures of the board of directors comply with laws, administrative laws and 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.
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 state the reasons and express their opinions in the written confirmation opinions, and disclose them. If the board of directors or the supervisor has a vote against the integrity of the periodic review or the report, or if the board of directors or the supervisor has a dissenting vote or abstains from voting, the authenticity of the report shall be guaranteed.
Article 7 the company may disclose the performance express before the announcement of the periodic report. Under any of the following circumstances, the company shall timely disclose the performance express:
（1） Submitting unpublished periodic financial data to relevant authorities before the disclosure of periodic reports, which is expected to be unable to be kept confidential;
（2） Performance disclosure before the disclosure of the periodic report, or abnormal fluctuations in the trading of the company’s shares and their derivatives due to performance rumors;
（3） It is planned to disclose the results of the first quarter, but the annual report of the previous year has not been disclosed. The company shall disclose the performance express of the previous year no later than the announcement of the performance of the first quarter.
In case of any of the circumstances specified in Item (3) of the preceding paragraph, the company shall disclose the performance report of the previous year no later than the announcement of the performance of the first quarter.
Where the company discloses the performance express, the performance express shall include the company’s operating income, operating profit, total profit, net profit, net profit after deducting non recurring profits and losses, total assets, net assets, earnings per share, net assets per share and return on net assets and other data and indicators.
Article 8 where the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time. If the company expects that the annual operating performance and financial status will be under any of the following circumstances, it shall make a notice within one month after the end of the accounting year: (1) the net profit is negative;
（2） Net profit turns loss into profit;
（3） Achieve profits, and the net profit increases or decreases by more than 50% compared with the same period of the previous year;
（4） The net profit before and after deducting non recurring profits and losses, whichever is lower, is negative, and the operating income after deducting the business income irrelevant to the main business and the income without commercial substance
（5） The net assets at the end of the period are negative;
（6） Other circumstances recognized by Shanghai Stock Exchange.
If the company predicts that one of the circumstances in items (1) to (3) of the preceding paragraph will occur in the business performance of the half year, it shall make a notice within 15 days after the end of the half year.
Article 9 Where 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 10 the company shall prepare annual report, semi annual report and quarterly report in accordance with the format and preparation rules formulated by the CSRC.
Chapter III disclosure of Interim Report
Article 11 the announcements other than the regular reports disclosed by the company are interim reports. 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 investors have 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 the preceding paragraph include:
（1） Major events specified in paragraph 2 of Article 80 of the securities law;
（2） The company is liable for large amount of compensation;
（3） The company makes provision for impairment of large assets;
（4） The shareholders’ equity of the company is negative;
（5） 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;
（6） The newly published laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
（7） The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off and listing or listing;
（8） 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 forced transfer of ownership;
（9） Major assets are sealed up, seized or frozen; Major bank accounts are frozen; （10） Loss or substantial change in the company’s expected operating performance;
（11） All or major businesses come to a standstill;
（12） 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;
（13） Appointing or dismissing an accounting firm to audit the company;
（14） Major independent changes in accounting policies and accounting estimates;
（15） 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;
（16） 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;
（17） The directors or supervisors who are suspected of taking serious disciplinary measures against the company’s controlling shareholders or the supervisory authority
（18） 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 3 months or are expected to do so due to physical and work arrangements, or are taken compulsory measures by the competent authority due to suspected violations of laws and regulations and affect their performance of their duties;
（19） Other matters prescribed by the CSRC.
Article 12 the company has occurred in article 6.1.1 of the Listing Rules of Shanghai Stock Exchange Article 1 transactions that meet one of the following standards shall be disclosed in a timely manner:
（1） The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
（2） The net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
（3） The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
（4） The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
（5） The main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
（6） The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 13 the company has occurred in article 6.3 of the Listing Rules of Shanghai Stock Exchange Article 2 related party transactions that meet one of the following standards shall be disclosed in a timely manner:
（1） Related party transactions (excluding guarantees provided by the company) with a transaction amount (including debts and expenses) of more than 300000 yuan between the company and related natural persons shall be disclosed in a timely manner;
（2） The transaction amount (including debts and expenses undertaken) between the company and affiliated legal persons (or other organizations) is more than 3 million yuan, accounting for 0.5% of the absolute value of the company’s latest audited net assets More than 5% of the connected transactions (except the guarantee provided by the company) shall be disclosed in time.
（3） If the company provides guarantee for related persons, regardless of the amount, it shall be deliberated and approved by more than half of all non related directors, and shall also be deliberated and approved by more than 2 / 3 of the non related directors attending the board meeting, and make a resolution, which shall be submitted to the general meeting of shareholders for deliberation.
（4） If the guaranteed party becomes an affiliate of the company due to a transaction or connected transaction, while implementing the transaction or connected transaction, the company shall perform corresponding review procedures and information disclosure obligations on the existing connected guarantee.
If the board of directors or the general meeting of shareholders fails to consider and approve the related guarantee matters specified in the preceding paragraph, all parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 14 for the commitments of the company and shareholders, the company shall separate the commitments of the company and relevant information disclosure obligors from the relevant information disclosure documents and make them public on the website of the exchange item by item. In case of any change in commitments, the company shall update them on the website of the exchange in a timely manner.
If the company fails to fulfill its commitments, it shall disclose the reasons and the possible legal liabilities of relevant personnel in a timely and detailed manner; If the relevant information disclosure obligors fail to fulfill their commitments, the company shall disclose the relevant specific circumstances and the measures taken by the board of directors in a timely and detailed manner.
Article 15 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 its obligation of information disclosure.
Where a major event specified in Article 11 of these rules occurs 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.
Article 16 after the company discloses the above-mentioned major events, if there is any progress or change in the disclosed major events 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.
Article 17 when a company changes its name, short name of shares, articles of association, registered capital, registered address, main office address and contact telephone number, it shall disclose them immediately.
Article 18 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.
Article 19 Where the trading of securities and their derivatives of the company is recognized as abnormal trading by the CSRC or Shanghai Stock Exchange, the company shall timely understand the influencing factors causing abnormal fluctuations in the trading of securities and their derivatives and disclose them in a timely manner.
Article 20 Where the acquisition, merger, division, spin off, 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.
Article 21 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 22 when a company issues shares to specific objects, its controlling shareholders, actual controllers and issuing objects shall timely provide relevant information to the company and cooperate with the company to fulfill its obligation of information disclosure.
Article 23 the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the shares and their persons acting in concert and actual controllers shall timely submit the list of the company’s connected persons and the explanation of the connected relationship to the board of directors of the company. The company shall perform the deliberation procedures of related party transactions and strictly implement the avoidance voting system of related party transactions. The parties to the transaction shall not evade the company’s related party transaction review procedures and information disclosure obligations by concealing the related party relationship or taking other means.
Article 24 adoption
