Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as the "company"), standardize the behavior of information disclosure, ensure the authenticity, accuracy, integrity, timeliness and fairness of the company's information disclosure, and safeguard the legitimate rights and interests of the company and investors, in accordance with the corporate justice of the people's Republic of China, 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 formulated in accordance with the Listing Rules of Shenzhen Stock Exchange, the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as the "articles of association") and other relevant laws and regulations, and in combination with the actual situation of the company.
Article 2 "information" mentioned in this system refers to all information that can have a significant 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 announcement information released by the company and relevant information disclosure obligors on the website of the stock exchange and the media meeting the conditions specified by the CSRC in accordance with laws, administrative regulations, departmental rules, normative documents and relevant provisions of the stock exchange.
The "information disclosure obligors" mentioned in this system refer to the intermediaries and their related personnel who provide services for the above-mentioned subjects, in addition to the company and its directors, supervisors, senior managers, shareholders or holders of depositary receipts, actual controllers, purchasers and other subjects with changes in equity, major asset restructuring, refinancing, major transactions, bankruptcy and other relevant parties, as well as the information disclosure, suspension and Other subjects undertaking relevant obligations in matters such as resumption of trading and delisting.
Relevant information disclosure obligors refer to the subjects who undertake the obligation of information disclosure other than the company specified in the preceding paragraph. Major events refer to the events that the relevant information disclosure obligors shall perform the information disclosure obligations in accordance with relevant regulations, actively cooperate with the company in information disclosure, and timely inform the company of the events that have occurred or are to occur that may have a great impact on the trading price of the company's shares and their derivatives.
Article 3 the company shall perform the obligation of information disclosure if a major event occurs in the holding subsidiary of the company, which may have a great impact on the trading price of the company's shares and their derivatives.
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 4 the information disclosure management system shall be applicable to the following personnel and institutions:
(I) secretary of the board of directors and Information Disclosure Management Department of the company;
(II) directors and board of directors of the company;
(III) the company's supervisors and the board of supervisors;
(IV) senior management of the company;
(V) heads of all departments, branches and subsidiaries of the company's headquarters (hereinafter referred to as "all units");
(VI) controlling shareholders, shareholders holding more than 5% shares and actual controllers of the company;
(VII) other company personnel and departments responsible for information disclosure.
Chapter II Basic Principles and general provisions of information disclosure
Article 5 the company and relevant information disclosure obligors shall disclose information in a timely and fair manner in accordance with laws, administrative regulations, departmental rules, normative documents and other relevant provisions, and ensure that the information disclosed is true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions. 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. However, unless otherwise provided by laws and administrative regulations.
Article 6 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 decision-making of investors, but shall not conflict with the information disclosed according to law or mislead investors.
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 derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 7 the company and its directors, supervisors and senior managers shall ensure that the contents of information disclosure are true, accurate, complete, timely and fair, and there are no false records, misleading statements or major omissions. If the directors, supervisors and senior managers of the company cannot guarantee that the contents of the announcement are true, accurate and complete, they shall make a corresponding statement in the announcement and explain the reasons.
Article 8 before information disclosure, the company and its directors, supervisors, senior managers, relevant information disclosure obligors and other insiders shall keep the insiders of the information to a minimum, and shall not disclose the company's insider information, conduct insider trading or cooperate with others to manipulate the trading price of the company's shares and their derivatives. Article 9 the company's information disclosure includes regular reports, interim reports and information related to the company's major business decisions or other information that should be publicized.
Article 10 the information disclosed by the company and other information disclosure obligors 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 public inspection.
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 information that should be publicized such as regular reports and interim reports shall be disclosed on the website of the stock exchange and the newspapers and periodicals that meet 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 11 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 stock exchange or the board of directors of the company believe 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 this system. Article 12 the company and relevant information disclosure obligors shall pay attention to the reports of the public media (including the main websites) on the company and the trading of the company's shares and their derivatives, timely understand the real situation from relevant parties, truthfully reply to the inquiries raised by the stock exchange on the above matters within the specified time limit, and timely make an announcement on the relevant situation in accordance with the provisions of this system and the requirements of the stock exchange.
Article 13 when disclosing information, the company shall use factual descriptive language to explain the true situation of the event concisely and easily. The information disclosure documents shall not contain words of publicity, advertising, compliment or slander.
Article 14 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. Chapter III formulation, implementation and supervision of information disclosure system
Article 15 the management system of information disclosure affairs shall be established and implemented by the board of directors of the company. The board of directors shall ensure the effective implementation of the system, ensure the timeliness and fairness of the company's relevant information disclosure, and the authenticity, accuracy, integrity and timeliness of the content of information disclosure.
Article 16 the chairman of the company is the first person responsible for the company's information disclosure, and the Secretary of the board of directors is the main person responsible for the information disclosure, responsible for managing the information disclosure affairs.
Article 17 the Secretary office is the management department of the company's information disclosure affairs, which is responsible for the company's information disclosure.
Article 18 the board of directors of the company shall regularly conduct self-examination on the implementation of the information disclosure management system of listed companies. If any problem is found, it shall correct it in time, and disclose the implementation of the information disclosure management system of Listed Companies in the annual report of the board of directors.
Article 19 the independent directors and the board of supervisors of the company shall be responsible for the supervision of the management system of information disclosure affairs. The independent directors and the board of supervisors shall regularly inspect the implementation of the management system of information disclosure affairs of listed companies, timely put forward handling suggestions if major defects are found, supervise the board of directors of the company to make corrections, and require the board of directors to revise the system as needed. If the board of directors does not make corrections, the board of supervisors may report to the stock exchange. Independent directors and the board of supervisors shall disclose the inspection of the information disclosure management system of Listed Companies in the annual report of independent directors and the annual report of the board of supervisors.
Chapter IV contents and standards of information disclosure
Section I periodic report
Article 20 the periodic reports to be disclosed by the company include annual reports, interim reports and other documents required to be disclosed regularly by the regulatory authorities. 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 with securities and futures related business qualifications.
If the company uses the raised funds in the current year, the company shall, while conducting the annual audit, hire an accounting firm to conduct a special audit on the use of the raised funds, including the actual investment projects, actual investment amount, actual investment time and completion degree, and disclose the special audit in the annual report.
The interim report shall be completed within four months from the date of the first half of the accounting year and shall be completed within two months from the date of the disclosure of each accounting year.
If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the stock exchange in time, and announce the reasons for the failure to disclose on schedule, solutions and the deadline for delayed disclosure.
Article 21 the annual report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company's shares and bonds, the total amount of shares and bonds, the total number of shareholders and the shareholding of the top ten shareholders of the company at the end of the reporting period;
(IV) shareholders holding more than 5% of shares, controlling shareholders and actual controllers;
(V) appointment, shareholding change and annual remuneration of directors, supervisors and senior managers;
(VI) report of the board of directors;
(VII) management discussion and analysis;
(VIII) major events during the reporting period and their impact on the company;
(IX) full text of financial accounting report and audit report;
(x) when the company issues convertible bonds, it is necessary to supplement and disclose the following contents:
1. The previous adjustment of the conversion price and the latest conversion price after adjustment;
2. Cumulative conversion of convertible corporate bonds after issuance;
3. The list and holdings of the top ten convertible corporate bond holders;
4. Significant changes in the profitability, asset status and credit status of the guarantor;
5. The company's liabilities, credit changes and cash arrangements for debt repayment in future years;
6. Other contents stipulated by the CSRC and the exchange.
（11） Other matters prescribed by the CSRC.
Article 22 the interim report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company's shares and bonds, the total number of shareholders, the shareholding of the top ten shareholders of the company, and the changes of the controlling shareholders and actual controllers;
(IV) management discussion and analysis;
(V) major litigation, arbitration and other major events during the reporting period and their impact on the company;
(VI) financial and accounting reports;
(VII) when the company issues convertible bonds, it is necessary to supplement and disclose the following contents:
1. The previous adjustment of the conversion price and the latest conversion price after adjustment;
2. Cumulative conversion of convertible corporate bonds after issuance;
3. The list and holdings of the top ten convertible corporate bond holders;
4. Significant changes in the profitability, asset status and credit status of the guarantor;
5. The company's liabilities, credit changes and cash arrangements for debt repayment in future years;
6. Other contents stipulated by the CSRC and the exchange.
(VIII) other matters stipulated by the CSRC.
Article 23 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 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 listed 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.
Article 24 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 the periodic report is naturally exempted not only because of their opinions. If the company expects losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 25 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 shares and their derivatives, the company shall timely disclose the relevant financial data of the reporting period. Article 26 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 27 the board of directors of the company shall prepare a self-evaluation report on internal control while deliberating the annual report
