Shanxi Road&Bridge Co.Ltd(000755)
Administrative measures for information disclosure
Chapter I General Provisions
Article 1 in order to strengthen the management of information disclosure of Shanxi Road&Bridge Co.Ltd(000755) (hereinafter referred to as “the company”), fully fulfill the responsibility of integrity and diligence to investors, and based on the principles of fairness, impartiality and openness, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of information disclosure of listed companies and other relevant laws and regulations These measures are formulated in accordance with the relevant provisions of normative documents and the articles of association.
Article 2 These measures are applicable to the following personnel and institutions:
1. The company;
2. The board of directors and directors of the company;
3. The board of supervisors and supervisors of the company;
4. Senior management of the company;
5. Controlling shareholders, actual controllers, shareholders holding more than 5% of the shares and persons acting in concert of the company;
6. The purchaser of the company;
7. Natural persons, units and their related personnel such as parties involved in major asset restructuring, refinancing and major transactions;
8. The insolvency representative and its members;
9. Other subjects undertaking the obligation of information disclosure as stipulated by laws, administrative regulations and the CSRC.
The above personnel and institutions are collectively referred to as “information disclosure obligors”
Article 3 “information” as mentioned in these Measures refers to all information that may 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 term “disclosure” refers to the publication of the above information to the public in the prescribed way of disclosure on the media designated by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) within the prescribed time.
Chapter II Basic Principles of information disclosure
Article 4 the company shall timely perform the obligation of information disclosure in accordance with the law. The information disclosed shall be true, accurate, complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions.
The information disclosed by the company 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 5 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate and complete, and the information disclosure is timely and fair. Article 6 in addition to the information required to be disclosed according to law, the company may voluntarily disclose the information related to the value judgment and investment decision-making of investors, but it shall not conflict with the information disclosed according to law or mislead investors.
The information voluntarily disclosed by the company 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 company 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 if the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 8 information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 9 the information disclosed 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 placed in the Securities Management Department of the company for the public to consult.
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 summaries of information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of the stock exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
The company shall not replace its reporting and announcement obligations in any form such as press release or answering reporters’ questions, and shall not replace its interim reporting obligations in the form of regular reports. Chapter III information to be disclosed and disclosure standards
Article 10 prospectus, prospectus and listing announcement
1. The preparation of the prospectus by the 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.
2. 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.
3. 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.
4. When applying for securities listing and trading, a listing announcement shall be prepared in accordance with the provisions of Shenzhen Stock Exchange, and shall be announced after being examined and approved by Shenzhen Stock 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.
5. If the prospectus or listing announcement cites 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 to ensure that the opinions of the sponsors and securities service institutions will not be misleading.
6. The provisions on the prospectus in paragraphs 1-5 above shall apply to the prospectus for corporate bonds.
The company shall disclose the non-public issuance of new shares after the issuance of new shares according to law. Article 11 periodic reports
1. The periodic reports that the company should disclose include annual reports and interim reports. All information that has a significant impact on investors’ value judgment and investment decision-making shall be disclosed.
The financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law.
The interim report shall be completed within 2 months from the date of the first half of the accounting year and shall be completed within 2 months from the date of the disclosure of each accounting year. 3. The content, format and preparation rules of the annual report and interim report shall be implemented in accordance with the relevant provisions of the CSRC.
4. 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, and the supervisors shall sign written confirmation opinions. The 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 state the reasons and express their opinions in the written confirmation opinions, and disclose them. 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.
5. If the company expects a loss or significant change in its operating performance, it shall make a performance forecast in time.
6. 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 shall timely disclose the relevant financial data of the reporting period.
7. If 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 12 interim report
1. When the company has a major event that may have a great impact on the trading price of the company’s securities and their derivatives, and the investor has 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 changes in the company’s business policy and business scope;
(2) For the company’s major investment, the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(3) The company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(4) The company has major debts and fails to pay off the due major debts; (5) The company incurs major losses or losses;
(6) Major changes in the external conditions of the company’s production and operation;
(7) The directors, more than one-third of the supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(8) The situation of shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company has changed greatly, and the situation of the actual controllers of the company and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(9) The company’s plans for dividend distribution and capital increase, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down;
(10) Major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
(11) The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law; (12) The company is liable for large amount of compensation;
(13) The company makes provision for impairment of large assets;
(14) The shareholders’ equity of the company is negative;
(15) 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;
(16) The newly published laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
(17) The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off and listing or listing;
(18) 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 compulsory transfer of ownership;
(19) Major assets are sealed up, seized or frozen; Major bank accounts are frozen; (20) Loss or substantial change in the company’s expected operating performance;
(21) major or all businesses come to a standstill;
(22) obtain additional income that has a significant impact on the current profits and losses, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
(23) appoint or dismiss an accounting firm to audit the company;
(24) major independent changes in accounting policies and accounting estimates;
(25) 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 information disclosed in the previous period;
(26) 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, subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities;
(27) the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
(28) 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 three months or are expected to do so due to physical reasons, work arrangements and other reasons, or are subject to coercive measures taken by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
(29) other circumstances prescribed by the CSRC.
If the controlling shareholder or actual controller of the company has a great impact on the occurrence and progress of major events, it shall timely inform the company of the relevant information in writing, and cooperate with the company to fulfill the obligation of information disclosure.
2. If the company changes its name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact telephone number, it shall be disclosed immediately.
3. The company shall timely perform the obligation of information disclosure of major events at any of the following time points:
(1) When the board of directors or the board of supervisors forms a resolution on the major event;
(2) When the parties concerned sign a letter of intent or agreement on the major event;
(3) When the directors, supervisors or senior managers are aware of the occurrence of the major event. 4. In case of any of the following circumstances before the time point specified in the preceding paragraph, the company shall timely disclose the current situation of relevant matters and risk factors that may affect the progress of the event:
(1) The major event is difficult to keep confidential;
(2) The major event has been leaked or there are rumors in the market;
(3) Abnormal transactions of the company’s securities and their derivatives.
5. After the company discloses a major event, if the disclosed major event has a progress or change that may have a great impact on the trading price of the company’s securities and their derivatives, the progress or change and possible impact shall be disclosed in time.
6. The disclosure of major events that may have a significant impact on the performance of the securities trading obligations of the holding company and its subsidiaries in Article 6. 1.
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 13 other matters
1. If the acquisition, merger, division, 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.
2. The company shall pay attention to the abnormal transactions of the company’s securities and their derivatives
