Guangdong Enpack Packaging Co.Ltd(002846)
Guangdong Enpack Packaging CO., LTD
Information disclosure management system
Shantou, Guangdong
April, 2002
catalogue
Chapter I General Provisions Chapter II prospectus, prospectus and listing announcement Chapter III periodic report Chapter IV interim report eight
Section I General Provisions eight
Section II resolutions of the general meeting of shareholders, the board of directors and the board of supervisors twelve
Section III transactions that should be disclosed fourteen
Section IV abnormal fluctuations in stock trading and clarification of rumors sixteen
Section V others Chapter V procedures for information reporting and disclosure twenty-one
Section I major information report twenty-one
Section II disclosure procedures of periodic reports and interim reports Chapter VI communication with investors, securities analysts and media reporters Chapter VII information disclosure management Chapter VIII division of responsibilities for company information disclosure Chapter IX confidentiality measures 25 Chapter X Supplementary Provisions twenty-six
Guangdong Enpack Packaging Co.Ltd(002846)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to strengthen the information disclosure management of Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as “the company”), ensure the authenticity, accuracy and timeliness of external information disclosure, and protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, This system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws and regulations, other normative documents and the Guangdong Enpack Packaging Co.Ltd(002846) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the information mentioned in this system refers to the relevant information of any behavior and matter that may have an impact on the trading price, trading volume of the company’s securities and other derivatives (hereinafter referred to as “securities”) or the investment decision of investors, that is, stock price sensitive information and other information required to be disclosed by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Article 3 the scope of application of this system is the company and its holding subsidiaries included in the company’s consolidated accounting statements. Article 4 the company shall publicly disclose information to all investors at the same time.
Information disclosure shall ensure that all investors have equal access to information, and selective information disclosure is not allowed. If there are inconsistencies in information disclosure, the company and other information disclosure obligors shall explain the reasons and disclose them in time. If the circumstances are serious, the company and other information disclosure obligors shall publicly apologize to investors.
The company shall disclose information truthfully, accurately, completely and timely, and shall not have false records, misleading statements or major omissions.
The directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the information disclosed.
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.
Article 5 when voluntarily disclosing predictive financial information, the company shall perform internal audit procedures, give risk warnings to investors, explain the assumptions and uncertainties on which the prediction is based, and timely correct the previously disclosed information according to the actual situation.
Article 6 information disclosure documents mainly include prospectus, prospectus, listing announcement, periodic report, interim report, acquisition report, etc.
Article 7 when disclosing information according to law, the company and other information disclosure obligors shall submit the announcement manuscript and relevant documents for future reference to Shenzhen Stock Exchange (hereinafter referred to as the “exchange”) for registration and publish them in the media designated by the CSRC.
The company and other information disclosure obligors shall not release information on the company’s website and other media before the designated media, and shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, or replace the temporary reporting obligations that should be performed in the form of regular reports.
Article 8 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to the CSRC
Shenzhen regulatory bureau, which is available for public inspection at the company’s domicile and Shenzhen Stock Exchange.
Article 9 the information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the company and other information disclosure obligors 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 II prospectus, prospectus and listing announcement
Article 10 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.
After the application for public offering of securities is approved by the CSRC, the company shall announce the prospectus before the issuance of securities.
Article 11 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 12 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 13 when applying for securities listing and trading, a company shall prepare a listing announcement in accordance with the provisions of the exchange, and make an announcement after being examined and approved by the 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 14 Where the prospectus or listing announcement quotes the professional opinions or reports of the sponsors and securities service institutions, the relevant contents shall be consistent with the contents of the documents issued by the sponsors and securities service institutions, so as to ensure that the opinions of the sponsors and securities service institutions are not misleading.
Article 15 the provisions of Articles 10 to 14 of the system relating to the prospectus shall apply to the prospectus for corporate bonds.
Article 16 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Chapter III periodic report
Article 17 the periodic reports that the company shall disclose include annual reports and interim reports (i.e. semi annual reports).
All information that has a significant impact on investors’ investment decisions shall be disclosed.
Article 18 a company shall prepare and disclose periodic reports within the time limit prescribed by laws, administrative regulations, departmental rules and the listing rules. The annual report shall be prepared and disclosed within 4 months from the end of each fiscal year, and the interim report shall be prepared and disclosed within 2 months from the end of the first half of each fiscal year.
If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the exchange in time, and announce the reasons, solutions and deadline for delayed disclosure.
Article 19 the company shall handle the disclosure of periodic reports at the time arranged by the exchange. If it is necessary to change the disclosure time for some reason, it shall submit a written application to the exchange five trading days in advance, state the reasons for the change, and specify the disclosure time after the change.
Article 20 the company shall prepare and disclose periodic reports in accordance with the relevant provisions of the CSRC and the exchange
report
The full text and abstract of the annual report and interim report shall be disclosed on the website of the stock exchange and the media meeting the conditions prescribed by the securities regulatory authority under the State Council.
Article 21 the company shall disclose the items and amounts of non recurring profits and losses in its regular reports, and provide necessary explanations for major non recurring profits and losses.
When the company discloses the net profit after deducting the non recurring profit and loss attributable to the shareholders of the company during the comparative period in the periodic report, it shall be calculated according to the latest unified standard of non recurring profit and loss.
Article 22 the company shall disclose the matters related to the rotation of signing certified public accountants in the periodic report.
If the accounting firm originally employed by the company is merged, if the original accounting firm absorbs and merges other firms, the company only needs to announce the name change of the accounting firm and does not need to submit it to the general meeting of shareholders for deliberation as a changed accounting firm; If the original accounting firm is merged and no longer exists, the approval procedure for changing the accounting firm shall be performed before the disclosure of the periodic report and submitted to the board of directors and the general meeting of shareholders for deliberation.
Article 23 Where a certified public accountant issues a non-standard unqualified audit opinion on the financial report, the company shall submit relevant documents to Shenzhen Stock Exchange in accordance with Article 6.10 of the stock listing rules, and disclose the explanations of the board of directors, the board of supervisors and independent directors on the non-standard audit opinion in the current periodic report. If the company has disclosed the latest financial and accounting report, and the certified public accountant has issued a non-standard unqualified audit opinion, and the matters involved in the relevant audit opinion have not been solved at the time of disclosure of the previous periodic report, the solution of the relevant matters shall be explained in the “important matters” of the current periodic report.
Article 24 when disclosing the annual financial budget, business plan and business objectives in the annual report or the announcement of the resolution of the board of directors and other interim reports, the company shall compare and disclose the planned data of the new year, the actual data of the previous year and the percentage of increase or decrease, so as to fully remind the risk that the budget, plan and objectives cannot be achieved.
If the company’s performance target for the new year has an increase or decrease of more than 30% compared with the previous year, or deviates significantly from the performance change trend of the previous year, the main factors considered in determining the performance target for the new year shall be disclosed.
Article 25 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 at the end of the reporting period, and the shareholding of the top 10 shareholders of the company;
(IV) shareholders holding more than 5%, 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) other matters prescribed by the CSRC.
Article 26 If the company has any of the following circumstances in the reporting year, it shall add specific disclosure contents to the “important matters” of the annual report:
1. Providing external guarantees in violation of prescribed procedures;
2. The major shareholders of the company and their persons acting in concert put forward or implemented the share increase plan during the reporting period;
3. During the reporting period, if the company’s directors, supervisors, senior managers and shareholders holding more than 5% of shares buy and sell the company’s shares in violation of relevant regulations, or other suspected illegal trading of the company’s shares, and the company has disclosed that it will recover the illegal income, the specific situation of the illegal trading of the company’s shares, the recovery of the illegal income and the accountability measures taken by the board of directors against relevant personnel shall be disclosed;
4. Other important matters that should be disclosed in the annual report in accordance with the relevant provisions of the exchange.
Article 27 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 company’s top 10 shareholders, and the changes of 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) other matters prescribed by the CSRC.
The company shall fulfill the obligation of information disclosure and submit relevant documents to the exchange within two trading days after the semi annual report is considered and approved by the board of directors.
The independent directors of the company shall issue special instructions and express independent opinions on the occupation of the company’s funds and external guarantees by the controlling shareholders and other related parties that occurred in the reporting period or in the previous period but continued to the reporting period. The company shall disclose the independent opinion on the designated website while disclosing the semi annual report.
In case of the following circumstances, the company shall add the disclosure details in the “important matters” of the semi annual report: (1) if there is non operating occupation of the company’s funds by major shareholders and their subsidiaries, the occurrence time, occupation amount, causes, repayment amount, ending balance, expected repayment method, repayment time, responsible person and the solutions proposed by the board of directors shall be disclosed.
(2) Providing external guarantees in violation of prescribed procedures;
(3) The major shareholders of the company and their persons acting in concert put forward or implemented the share increase plan during the reporting period; (4) Securities investment or derivative investment that should be disclosed according to relevant regulations of the exchange;
(5) The signing and implementation of major daily operation contracts that shall be disclosed in accordance with the relevant provisions of the exchange; (6) Other important matters that should be disclosed in the semi annual report in accordance with the relevant provisions of the exchange.
Article 28 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, and 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 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, and the company shall
