Information disclosure management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of information disclosure of Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “the company” or “listed company”), ensure the authenticity, accuracy and timeliness of external information disclosure, and protect the legitimate rights and interests of shareholders, creditors and other stakeholders 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, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – administration of information disclosure affairs and other laws and administrative regulations This system is formulated by normative documents and Gosun Holdings Co.Ltd(000971) articles of Association (hereinafter referred to as “articles of association”). Article 2 “information” mentioned in this system refers to all information that can have a significant impact on the company’s stock price and the information required to be disclosed by the securities regulatory authorities; The term “disclosure” refers to the disclosure of the above-mentioned information to the public in the prescribed manner within the prescribed time and on the media designated by the CSRC.
The information disclosure obligors mentioned in this system include listed companies and their directors, supervisors, senior managers, shareholders, actual controllers, purchasers, natural persons, units and relevant personnel related to major asset restructuring, refinancing and major transactions, as well as other subjects undertaking information disclosure obligations stipulated by laws, administrative regulations and the CSRC.
Article 3 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in accordance with the relevant provisions of laws and regulations such as the measures for the administration of information disclosure of listed companies and the stock listing rules. Chapter II Basic Principles and general provisions of information disclosure
Article 4 listed companies and relevant information disclosure obligors shall disclose information in a timely and fair manner in accordance with laws, administrative regulations, departmental rules, normative documents, stock listing rules, rules, guidelines and notices issued by Shenzhen Stock Exchange, and ensure that the information disclosed is true, accurate, complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions.
Article 5 the directors, supervisors and senior managers of a listed company shall ensure that the information disclosed by the company is true, accurate and complete. If they cannot ensure that the information disclosed is true, accurate and complete, they shall make a corresponding statement in the announcement and explain the reasons.
Article 6 information disclosure obligors shall fulfill their obligations of information disclosure in accordance with relevant provisions, actively cooperate with listed companies in information disclosure, timely inform listed companies of major events that have occurred or are to occur, and strictly fulfill their commitments.
Article 7 the information that a listed company should disclose includes regular reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
The company and relevant information disclosure obligors shall submit the announcement manuscripts and relevant documents for future reference to Shenzhen Stock Exchange at the first time, and the submitted announcement manuscripts and relevant documents for future reference shall meet the requirements of Shenzhen Stock Exchange.
The announcement manuscripts and relevant documents for future reference submitted by the company and relevant information disclosure obligors 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.
Article 8 before information disclosure, a listed 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 undisclosed material information, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Article 9 listed companies and relevant information disclosure obligors shall not release major information in other public media before the designated media, and shall not disclose or disclose undisclosed major information in any other way such as press release or answering reporters’ questions before making an announcement on the designated media.
The directors, supervisors and senior managers of the company shall abide by and urge the company to comply with the above provisions.
Article 10 a listed company and relevant information disclosure obligors shall pay attention to the reports of the public media on the company and the trading of the company’s shares and their derivatives, and timely learn the true situation from relevant parties.
The company shall truthfully reply to the inquiries raised by the Shenzhen Stock Exchange on relevant matters within the specified time limit, and make a timely, true, accurate and complete announcement on relevant situations in accordance with the provisions of these rules and the requirements of the Shenzhen Stock Exchange. It shall not fail to perform the obligations of reporting, announcing and replying to the inquiries of the Shenzhen Stock Exchange on the grounds that the relevant matters are uncertain or need to be kept confidential.
Chapter III contents and standards of information disclosure
Section 1 prospectus, prospectus and listing announcement
Article 11 a listed company issuing new shares and preparing a prospectus 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 has been approved by the CSRC, the listed company shall announce the prospectus before the issuance of securities.
Article 12 the directors, supervisors and senior managers of a listed 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 listed company.
Article 13 where important matters occur between the approval of the securities issuance application by the CSRC and the end of the issuance, the listed 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 14 when applying for securities listing and trading, a listed company shall prepare a listing announcement in accordance with the provisions of Shenzhen Stock Exchange, and make an announcement after being examined and approved by Shenzhen Stock Exchange. The directors, supervisors and senior managers of a listed 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 issuer.
Article 15 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 16 the provisions of this system relating to the prospectus shall apply to the prospectus for allotment of shares and the prospectus for raising bonds of listed companies.
Article 17 after non-public issuance of new shares, a listed company shall disclose the issuance report according to law. Section II periodic report
Article 18 the periodic reports that the company shall disclose include annual reports, interim reports and quarterly reports.
The financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of relevant laws and regulations.
The annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim report within two months from the end of the first half of each fiscal year, and the quarterly report within one month after the end of the third and ninth months of each fiscal year. The disclosure time of the first quarter report shall not be earlier than that of the annual report of the previous year.
If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the Shenzhen Stock Exchange in time, and announce the reasons for the failure to disclose on schedule, solutions and the deadline for delayed disclosure.
Article 19 the content, format and preparation rules of the company’s periodic report shall comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange. 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.
Article 20 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 21 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.
Article 22 the quarterly report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) other matters prescribed by the CSRC
Article 23 the board of directors of the company shall organize relevant personnel to arrange the preparation and disclosure of periodic reports in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange on periodic reports.
The general manager, financial principal, Secretary of the board of directors and other senior managers of the company shall prepare the draft periodic report in time; The Secretary of the board of directors shall be responsible for serving it to the directors, supervisors and senior managers for review; The chairman is responsible for convening and presiding over the meeting of the board of directors to review the periodic report.
The directors, supervisors and senior managers of the company shall sign written confirmation opinions on the periodic report and clearly indicate whether they agree with the contents of the periodic report; The board of supervisors shall review the periodic reports prepared by the board of directors, and explain whether the preparation and review procedures of the periodic reports comply with relevant regulations and whether the contents are true, accurate and complete in the form of resolutions of the board of supervisors. Directors, supervisors and senior managers shall not refuse to sign written opinions on periodic reports for any reason.
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, express their opinions and disclose them.
An accounting firm that issues audit opinions for the company’s periodic reports shall, in strict accordance with the practice standards for certified public accountants and relevant regulations, timely and properly issue audit opinions, and shall not delay the audit work without reason, which will affect the timely disclosure of periodic reports.
Article 24 the financial and accounting reports in the company’s annual report shall be audited by an accounting firm that complies with the provisions of relevant laws and regulations. The financial and accounting reports in the company’s semi annual report may not be audited, but the company shall be audited under any of the following circumstances:
(I) it plans to distribute stock dividends, convert the reserve fund into share capital or make up for losses according to the semi annual financial data;
(II) other circumstances that the CSRC or Shenzhen Stock Exchange deems necessary for audit.
The financial information in the quarterly report need not be audited, unless otherwise stipulated by the CSRC or Shenzhen Stock Exchange.
Article 25 the company shall timely submit and submit the following documents to Shenzhen Stock Exchange after the periodic report is reviewed and approved by the board of directors:
(I) the full text of the annual report and its summary, the full text of the semi annual report and its summary or the quarterly report; (II) audit report (if applicable);
(III) resolutions of the board of directors and the board of supervisors;
(IV) written confirmation opinions of directors, supervisors and senior managers;
(V) electronic documents containing periodic reports and financial data prepared according to the requirements of Shenzhen Stock Exchange; (VI) other documents required by Shenzhen Stock Exchange.
Article 26 Where the company expects to suffer losses or make significant changes in its operating performance, it shall make a performance forecast in time.
In case of 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, the company shall timely disclose the relevant financial data of the reporting period.
Article 27 Where the company’s financial and accounting report is issued with non-standard audit opinions by certified public accountants, in accordance with the provisions of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 14 – handling of non-standard audit opinions and matters involved (hereinafter referred to as the “rules for the preparation and reporting of No. 14”) of the CSRC, the company shall submit the following documents to the Shenzhen Stock Exchange at the same time of submitting the periodic report:
(I) the special statement made by the board of directors on the matters involved in the audit opinion that meet the requirements of the No. 14 reporting rules, the resolution of the board of directors considering the special statement and the materials on which the resolution is based;
(II) opinions of independent directors on matters involved in audit opinions;
(III) opinions and relevant resolutions of the board of supervisors on the relevant explanations of the board of directors;
(IV) special instructions issued by the accounting firm in charge of audit and certified public accountants that meet the requirements of the No. 14 reporting rules;
(V) other documents required by the CSRC and Shenzhen Stock Exchange.
Article 28 If the company has any non-standard audit opinion mentioned in the previous article of this system, which belongs to obvious violation of accounting standards and relevant normative provisions on information disclosure, the company shall correct the relevant matters, and timely disclose the corrected financial and accounting materials, audit reports or special assurance reports issued by accountants and other relevant materials.
Article 29 the company shall take seriously the post examination opinions of Shenzhen Stock Exchange on the company’s periodic report, reply to the inquiries of Shenzhen Stock Exchange in time, and explain and explain the relevant contents of the periodic report as required. If it is necessary to disclose, correct or supplement the announcement and modify the periodic report, the company shall make an announcement after performing the corresponding procedures.
Section III interim report
Article 30 interim report refers to the announcement other than periodic report issued by the company in accordance with laws, administrative regulations, departmental rules, normative documents, stock listing rules, other relevant provisions of Shenzhen Stock Exchange and this system.
Article 31 the occurrence of may have an impact on the trading price of the securities and their derivatives of the listed company
