Corporate bond information disclosure management system
Chapter I General Provisions
Article 1 in order to regulate the corporate bond information disclosure of Jishi Media Co.Ltd(601929) (hereinafter referred to as “the company”) and other information disclosure obligors, strengthen the management of information disclosure affairs and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China and the Securities Law of the people’s Republic of China (hereinafter referred to as “the securities law”) The measures for the administration of corporate bond issuance and Trading (hereinafter referred to as the “measures”), the guidelines for the application of the self regulatory rules for corporate bonds of Shanghai Stock Exchange No. 1 – continuous information disclosure of corporate bonds (hereinafter referred to as the “guidelines for disclosure”) and other relevant laws, regulations and normative documents, as well as the relevant provisions of the Jishi Media Co.Ltd(601929) articles of Association (hereinafter referred to as the “articles of association”), This system is formulated in combination with the actual situation of the company.
Article 2 the “information” mentioned in this system refers to the material information that may have a significant impact on the company’s ready to issue or issued corporate bonds that have not been cashed, or may have a significant impact on the company’s solvency or the rights and interests of investors, but the investors have not been informed. The “disclosure” mentioned in this system refers to the disclosure of the company and relevant information disclosure responsible persons to investors within the specified time, on the specified media, according to the specified procedures and in the specified manner in accordance with laws, administrative regulations, departmental rules, this system and other relevant provisions. When disclosing information, the company shall follow the principles of truthfulness, accuracy, completeness, timeliness and fairness, and shall not have false records, misleading statements or major omissions. The language of information disclosure shall be concise, plain and clear, and there shall be no words and sentences of congratulation, advertising, compliment or slander.
Chapter II Basic Principles and general provisions of information disclosure
Article 3 basic principles of information disclosure:
(I) earnestly fulfill the responsibility of continuous information disclosure of the company and truthfully disclose information in strict accordance with relevant regulations;
(II) the company and its directors, supervisors and senior managers shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information;
(III) the company guarantees that all bondholders have equal access to the information disclosed by the company, and strives to create an economic and convenient way for investors to obtain information;
(IV) 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;
(V) the information disclosed by the company shall be easy to understand, and the fact descriptive language shall be used to explain the true situation of the event in a concise and easy to understand manner; (VI) ensure that the information to be disclosed is submitted to Shanghai Stock Exchange (hereinafter referred to as the “exchange”) within the specified time and disclosed to qualified investors in a timely manner in accordance with the provisions of the administrative measures.
Article 4 when the company is unable to determine whether the relevant information must be disclosed, it shall seek the opinions of the securities regulatory department and decide on the time and Party of disclosure after examination
Style.
Article 5 the information to be disclosed by the company shall be disclosed on the website designated by the exchange. Article 6 the company shall keep the draft of information disclosure announcement and relevant documents for future reference at the company’s domicile. When the CSRC and its dispatched offices and securities trading places require it, or when the bondholders and trustee require it to be consulted in accordance with laws, regulations, articles of association or relevant agreements, the company shall provide it in time.
Article 7 the company’s information disclosure documents shall be in Chinese.
Chapter III contents and standards of information disclosure
Article 8 during the duration of the company’s corporate bonds that are ready to be issued or have been issued and have not been cashed, the company needs to perform the obligation of public disclosure of information in accordance with this system.
Article 9 the information to be disclosed by the company mainly includes:
(I) regular reports of the company, including annual reports and semi annual reports; (II) an interim report issued by the company according to law in case of major events that may have a great impact on the trading price of corporate bonds;
(III) relevant announcements involving the issuance and listing of corporate bonds, such as prospectus, issuance announcement, etc;
Article 10 the information disclosure standards of the company shall strictly comply with the provisions of the administrative measures, the Listing Rules of corporate bonds of Shanghai Stock Exchange, the Listing Rules of corporate bonds of non-public development banks of Shanghai Stock Exchange, the articles of association and other relevant laws and regulations.
Article 11 periodic reports:
(I) the periodic reports that the company should disclose include: semi annual reports and annual reports audited by accounting firms in accordance with the provisions of the securities law, and disclose the use of raised funds in the periodic reports;
(II) the annual report shall be prepared and disclosed within 4 months from the end of each fiscal year, and the semi annual report shall be prepared and disclosed within 2 months from the end of the first half of each fiscal year;
(III) the content, format and preparation rules of the annual report and semi annual report shall be implemented in accordance with the relevant provisions of the CSRC and the exchange;
(IV) 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 and disclose them;
(V) in case of any loss or substantial change in the expected operating performance, the company shall timely make a performance forecast in accordance with the relevant provisions of the regulatory authorities.
Article 12 interim report: the information on major issues shall be disclosed in accordance with the relevant provisions of the administrative measures, the disclosure guidelines and the Listing Rules of non-public development bank corporate bonds of Shanghai Stock Exchange.
The major events mentioned in this article include but are not limited to:
(I) major changes in the company’s production and operation;
(II) the company incurred heavy losses exceeding 10% of the net assets at the end of the previous year;
(III) the company is involved in market rumors that need to be explained;
(IV) major asset sale, transfer, major investment or major asset reorganization of the company;
(V) the company abandons its creditor’s rights or property, which exceeds 10% of the net assets at the end of the previous year, and major assets are transferred free of charge;
(VI) major asset scrapping of the company;
(VII) the assets of the company may be frozen or seized, which may affect the solvency of the company;
(VIII) the newly increased borrowings of the company exceed 20% of the net assets at the end of the previous year;
(IX) the company undertakes other people’s debts exceeding 10% of the net assets at the end of the previous year at one time, or transfers the company’s bond repayment obligations;
(x) the company has a major asset mortgage or pledge, or the external guarantee exceeds 20% of the net assets at the end of the previous year;
（11） If the company fails to pay off its due debts, it shall restructure its debts;
（12） The company’s equity and management rights involve entrusted management;
（13） Major changes in the company’s equity structure or changes in the company’s controlling shareholders and actual controllers;
（14） The company loses actual control over important subsidiaries;
（15） The company makes a decision on capital reduction, merger, division or dissolution or is ordered to close down;
（16） The company makes a decision to apply for bankruptcy or enters bankruptcy proceedings;
（17） The company is suspected of violating laws and regulations, is investigated by the competent authorities, is subject to criminal punishment, major administrative punishment or administrative supervision measures, and is subject to sanctions related to bond business made by the market self-discipline organization, or has serious dishonesty; （18） The legal representative, controlling shareholder, actual controller, directors, supervisors and senior managers of the company are investigated for violation of laws and regulations, take compulsory measures, or have serious dishonesty;
（19） The legal representative, chairman or general manager of the company are unable to perform their duties;
（20） Changes in more than one-third of the directors, more than two-thirds of the supervisors, chairman and general manager of the company;
（21） The company is involved in major litigation and arbitration;
（22） The company distributes dividends;
（23） Change of company name;
（24） The company changes the financial report audit institution, bond trustee and credit rating institution;
（25） The credit rating of the entity or the bond is adjusted, or the bond guarantee is changed;
（26） Other matters to be disclosed as agreed in the prospectus or promised by the company;
（27） Other matters that may affect the company’s solvency, bond price or investors’ rights and interests;
（28） Other matters required by laws, administrative regulations, departmental rules, normative documents or the CSRC and the exchange to disclose the interim report.
Chapter IV Management of information disclosure
Section I responsible persons and responsibilities of information disclosure
Article 13 the information disclosure management system shall be applicable to the following personnel and institutions:
(I) directors and board of directors of the company and its subsidiaries;
(II) supervisors and board of supervisors of the company and its subsidiaries;
(III) senior managers of the company and its subsidiaries;
(IV) heads of functional departments of the company and its subsidiaries;
(V) secretary of the board of directors, securities investment department and planning and Finance Department of the company; (VI) controlling shareholders, actual controllers, shareholders holding more than 5% (including 5%) and persons acting in concert of the company;
(VII) other company personnel and departments responsible for information disclosure. Article 14 the information disclosure of the company shall be under the unified leadership and management of the board of directors. The chairman is the first person responsible for the company’s information disclosure.
The Secretary of the board of directors is the main person in charge of the company’s information disclosure, responsible for managing the information disclosure affairs, and the securities affairs representative assists the Secretary of the board of directors. The person in charge of information disclosure of the company is Sun Yi, who holds the position of secretary of the board of directors of the company. The contact address of the person in charge of information disclosure affairs of the company is Jishi Media Co.Ltd(601929) information hub center, Hemei Road, Jingyue Development Zone, Changchun City, Tel.: 043188789022, fax: 043188789990, e-mail: [email protected]. 。
The Securities Investment Department of the company is the designated liaison department with the exchange to coordinate and organize the information disclosure of this system.
The Securities Investment Department of the company is the specific executive department of the company’s information disclosure. It cooperates with the bond trustee to disclose the relevant documents of bond issuance on time, and is responsible for continuously disclosing the information as required during the duration of the company’s bonds to ensure that the company’s information disclosure is true, accurate, complete and timely. The Securities Investment Department of the company is led by the Secretary of the board of directors and assists the Secretary of the board of directors in dealing with the company’s information disclosure, investor relations management and other affairs.
Article 15 the controlling shareholders, actual controllers, shareholders holding more than 5% (including 5%) and persons acting in concert of the company shall also undertake corresponding information disclosure obligations.
Article 16 responsibilities of directors and the board of directors
(I) the directors shall understand and continue to pay attention to the company’s production and operation, financial status, major events that have occurred or may occur and their impact, and actively investigate and obtain the information required for decision-making.
(II) when the directors know the unpublished material information of the company, they shall report to the chairman of the board of directors and the Secretary of the board of directors in time.
(III) all members of the board of directors must ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of the information disclosed.
(IV) without the authorization of the board of directors, individual directors shall not release or disclose the company’s undisclosed information on behalf of the company or the board of directors. (V) the directors of the company who serve as the directors of subsidiaries are responsible for timely, truthful and complete reporting to the board of directors of the company on the operation of subsidiaries, foreign investment, equity changes, major contracts, guarantees, asset sales, senior personnel changes, and information related to the company’s regular reports and interim reports, and for the disclosure of information reports by subsidiaries.
(VI) independent directors shall regularly inspect the implementation of the company’s information disclosure management system, and timely put forward handling suggestions and urge the board of directors to make corrections in case of major defects.
Article 17 responsibilities of supervisors and the board of supervisors
(I) supervisors shall supervise the performance of information disclosure duties by directors and senior managers of the company; The supervisor shall pay attention to the information disclosure of the company. If the information disclosure is found to be illegal, the supervisor shall investigate and put forward handling suggestions.
(II) the supervisor shall timely report to the chairman of the board of directors and the Secretary of the board of directors when he knows the unpublished material information of the company.
(III) all members of the board of supervisors must ensure that the contents of the disclosed documents are true, accurate and complete, without false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of the information disclosure.
(IV) the board of supervisors and individual supervisors shall not release and disclose the undisclosed information of the company not within the scope of the board of supervisors or supervisors on behalf of the company.
(V) when the board of supervisors and individual supervisors need to publicly disclose information, they shall submit the relevant materials of the information to be disclosed to the Securities Investment Department of the company for information disclosure procedures.
(VI) the board of supervisors shall regularly inspect the implementation of the company’s information disclosure management system, and timely put forward handling suggestions and urge the board of directors to make corrections in case of major defects.
Article 18 responsibilities of senior managers
(I) the senior managers shall report to the board of directors in a timely manner on the major events in the operation or finance of the company, the progress or changes of the disclosed events and other relevant information; Regularly or irregularly report to the board of directors on the company’s operation, foreign investment, signing and implementation of major contracts, capital utilization, profit and loss and other relevant information.
(II) the senior management shall report to the chairman of the board of directors and the Secretary of the board of directors in time when they know the unpublished material information of the company.
(III) the senior management of the company must ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of the information disclosed.
(IV) the senior management of the company has the responsibility and obligation to answer the inquiry of the board of directors about the operation and financial situation of the company, as well as the inquiry made by the board of directors on behalf of shareholders and regulatory authorities, provide relevant materials and bear corresponding responsibilities. Article 19 responsibilities of the Secretary of the board of directors
(I) the Secretary of the board of directors is responsible for organizing and coordinating the information disclosure of the company, collecting the information that should be disclosed by the company and reporting to the board of directors, continuously paying attention to the media reports on the company and actively verifying the truth of the reports.
(II) in order to perform his duties, the Secretary of the board of directors has the right to know the financial and operating conditions of the company, participate in the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and relevant meetings of senior managers involving information disclosure, consult all documents reasonably considered to be related to information disclosure, and require relevant departments and personnel of the company to provide relevant information in a timely manner
