Beijing Orient Landscape & Environment Co.Ltd(002310)
Information disclosure management system
Revised in April 2002
catalogue
Chapter I General Provisions Chapter II Scope and standard of information disclosure Chapter III information transmission, review and disclosure process Chapter IV responsibilities of information disclosure management department and person in charge Chapter V report and deliberation responsibilities of information disclosure Chapter VI record and custody system of directors, supervisors and senior managers performing their duties Chapter VII confidentiality of information Chapter VIII internal control and supervision mechanism of financial management and accounting Chapter IX information communication with investors, securities service institutions, media, etc Chapter X archives management of documents and materials related to information disclosure Chapter XI information disclosure management and reporting system of the company’s departments and subsidiaries Chapter XII reporting, reporting and supervision system for the purchase and sale of shares of the company by directors, supervisors and senior managers of the company Chapter 13 reporting system for receiving relevant documents from securities regulatory authorities Chapter 14 accountability mechanism and handling measures for violators 23 Chapter 15 Supplementary Provisions twenty-three
Chapter I General Provisions
Article 1 in order to strengthen the management of information disclosure of Beijing Orient Landscape & Environment Co.Ltd(002310) (hereinafter referred to as “the company”), further standardize the information disclosure of the company and safeguard the legitimate rights and interests of the company, investors and other stakeholders, in accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies and the stock listing rules of Shenzhen Stock Exchange This system is formulated in accordance with the relevant provisions of laws, regulations and the articles of association, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs, and in combination with the actual situation of the company.
Article 2 the company shall disclose information in a true, accurate, complete and timely manner in strict accordance with laws, regulations and the articles of association, and ensure that there are no false records, misleading statements or major omissions. The company also publicly discloses information to all investors.
Article 3 the company shall perform the obligation of information disclosure in accordance with the company law, the securities law, 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”) and the measures and notices issued by Shenzhen Stock Exchange (hereinafter referred to as the “exchange”).
Article 4 the company and its directors, supervisors and senior managers shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate and complete, that the information disclosure is timely and fair, and that there are no false records, misleading statements or major omissions.
Article 5 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 6 information disclosure documents mainly include prospectus, prospectus, listing announcement, acquisition report, regular report and interim report, etc.
Article 7 the company and other information disclosure obligors shall disclose information according to law, submit the announcement manuscripts and relevant documents for future reference to the exchange for registration, and publish them in the media designated by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”). The company and other information disclosure obligors shall release information on the company’s website and other media no earlier than the designated media, 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 temporary reporting obligations that should be performed in the form of regular reports.
Article 8 the company shall submit the draft of the information disclosure announcement and relevant documents for future reference to the Beijing regulatory bureau of the CSRC and keep them at the company’s residence for public inspection.
Article 9 information disclosure documents shall be in Chinese. If foreign texts are adopted at the same time, the company shall ensure that the contents of the two texts are consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Chapter II Scope and standard of information disclosure
Article 10 the “information” mentioned in this system refers to the important information that may have a great impact on the trading price of the company’s securities and their derivatives and that is not known by investors, as well as the information required to be disclosed by the securities regulatory authorities and stock exchanges. The “disclosure” mentioned in this system refers to the disclosure of the information defined above to the public within the specified time, on the specified media and in the specified way, and submitted to the securities regulatory department for filing in accordance with the regulations. If the relevant departments and personnel of the company cannot determine whether the matters involved belong to the “information” in this system, they shall contact the Secretary of the board of directors of the company in time or consult the securities regulatory authority through the Secretary of the board of directors. Article 11 the information documents disclosed by the company in accordance with the provisions include but are not limited to:
(I) information disclosure documents published by the company for issuing securities and their derivatives, including but not limited to prospectus, bond prospectus, listing announcement, acquisition report, etc;
(II) regular reports publicly released by the company according to law;
(III) interim reports publicly released by the company according to law;
(IV) other matters deemed necessary to be disclosed by the CSRC and the exchange.
Section 1 prospectus, prospectus and listing announcement
Article 12 the company shall prepare the prospectus in accordance with the relevant provisions of the CSRC. All information that has a significant impact on investors’ investment decisions shall be disclosed in the prospectus in accordance with regulations. 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 13 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 stamped with the official seal of the company.
Article 14 Where an important issue of the prospectus is approved by the CSRC, the company shall make a written announcement and make a supplementary explanation before the issuance of the prospectus is completed in accordance with the relevant provisions of the CSRC.
Article 15 when applying for securities listing and trading, the 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 16 Where the professional opinions or reports of the sponsors and securities service institutions are quoted in the prospectus and listing announcement, 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 17 the provisions of articles 12 to 16 of the system on the prospectus shall apply to the prospectus of corporate bonds.
Article 18 after issuing new shares non publicly, the company shall disclose the issuance report according to law.
Section II periodic report
Article 19 regular reports include annual reports, interim reports and quarterly reports.
The financial and accounting report in the annual report shall be audited by an accounting firm that meets the relevant provisions of the securities law and has the qualification of securities and futures related business.
Article 20 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 quarterly report of the first quarter shall not be earlier than that of the annual report of the previous year.
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 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 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 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 23 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 24 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 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 have the right to 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 have the right to 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.
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 periodic reports is naturally exempted not only because of their opinions. Article 25 in case of loss or significant change in the expected annual or semi annual operating performance of the company, the performance forecast will be made in time.
Article 26 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 will timely disclose the relevant financial data of the reporting period in accordance with the regulations.
Article 27 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 28 the content, format and preparation rules of annual report, interim report and quarterly report shall be implemented in accordance with the relevant provisions of the CSRC and the exchange.
Section III interim report
Article 29 interim reports refer to the announcements other than periodic reports issued by the company in accordance with laws, administrative regulations, departmental rules and the stock listing rules of the exchange, including but not limited to the following matters:
(I) resolutions of the general meeting of shareholders, the board of directors and the board of supervisors;
(II) transactions to be disclosed;
The “transaction” to be disclosed includes the following matters:
1. Major transactions
(1) Purchase or sale of assets;
(2) Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(3) Provide financial assistance (entrusted loans and);
(4) Provide guarantee (including guarantee for holding subsidiaries);
(5) Leased in or leased out assets;
(6) Entrusted or entrusted management of assets and businesses;
(7) Donated or donated assets;
(8) Reorganization of creditor’s rights or debts;
(9) Transfer or transfer of R & D projects;
(10) Sign the license agreement;
(11) Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
(12) Other transactions recognized by the exchange.
The above purchased and sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
The relevant departments of the company will define the standards for such transactions to be disclosed with reference to the relevant provisions of Chapter VI “section I major transactions” of the stock listing rules of the exchange, and complete the disclosure of corresponding information in accordance with the prescribed procedures.
2. Daily transactions;
(1) Purchase of raw materials, fuel and power;
(2) Receiving labor services;
(3) Selling products and commodities;
(4) Providing labor services;
(5) Project contracting;
(6) Other transactions related to the daily operation of the company.
Where the transactions specified in the preceding paragraph are involved in asset replacement, the provisions on major transactions shall apply.
The relevant departments of the company will define the standards for such transactions to be disclosed with reference to the relevant provisions of Chapter VI “section 2 daily trading” of the stock listing rules of the exchange, and complete the disclosure of corresponding information in accordance with the prescribed procedures.
3. Connected transactions;
Related party transactions refer to the transfer of resources or obligations between the company or its holding subsidiaries and related parties of the company, including:
(1) Transactions specified in the above transactions to be disclosed;
(2) Purchase of raw materials, fuel and power;
(3) Selling products and commodities;
(4) Providing or receiving labor services;
(5
