Dongguan Development (Holdings) Co.Ltd(000828)
Management system for information disclosure of debt financing instruments of non-financial enterprises in inter-bank bond market
Chapter I General Provisions
Article 1 Purpose
In order to regulate the information disclosure of Dongguan Development (Holdings) Co.Ltd(000828) (hereinafter referred to as “the company”) issuing non-financial enterprise debt financing instruments in the inter-bank bond market, strengthen the management of information disclosure, promote the company’s standardized operation according to law and protect the legitimate rights and interests of investors, the company, in accordance with the measures for the administration of non-financial enterprise debt financing instruments in the inter-bank bond market of the people’s Bank of China This system is formulated in accordance with the rules for information disclosure of debt financing instruments of non-financial enterprises in the inter-bank bond market and relevant laws and regulations issued by the inter-bank market dealers association.
Article 2 scope of application
This system is applicable to the management of Dongguan Development (Holdings) Co.Ltd(000828) issuing non-financial enterprise debt financing instruments in the inter-bank bond market, and subordinate units shall refer to it.
Article 3 reference standards and related systems
(I) articles of Association
(II) Dongguan Development (Holdings) Co.Ltd(000828) information disclosure management system
(III) measures for the administration of debt financing instruments of non-financial enterprises in the inter-bank bond market
(IV) definition of special terms in Article 4 of the rules for information disclosure of debt financing instruments of non-financial enterprises in the inter-bank bond market
Non financial enterprise debt financing instruments (hereinafter referred to as “debt financing instruments”): refers to the securities issued by the company in the Bank Of China Limited(601988) bond market and agreed to repay the principal and interest within a certain period of time.
Information: refers to the information that the company, as a registered member of the dealers association, may have a significant impact on the solvency of non-financial enterprises issuing debt financing instruments or the rights and interests of investors during the issuance and duration of debt financing instruments, as well as the information required to be disclosed by the regulatory authority of debt financing instruments.
Information disclosure: refers to the information required to be disclosed in accordance with laws, regulations and the provisions of the inter-bank market dealers association, which is disclosed to investors within the specified time, in accordance with the specified procedures and in the specified way: during the duration of debt financing instruments, the company’s periodic reports and major events that may affect its solvency, It shall make continuous disclosure to investors in a timely manner. Duration: refers to the period from the completion of the issuance and registration of debt financing instruments to the completion of all interest payment or the termination of the creditor’s right and debt relationship of debt financing instruments.
Article 5 information disclosure principles
Information disclosure shall follow the principles of truthfulness, accuracy, completeness, timeliness and fairness, and shall not contain false records, misleading statements or major omissions. The language of information disclosure shall be concise, plain and clear, and there shall be no congratulatory, advertising, compliment or slander words.
Information disclosure is the continuous responsibility of the company. The company’s information disclosure requirements reflect the principles of openness, fairness and fairness to all investors. The company shall perform the obligation of information disclosure in a timely and fair manner. The company and all its directors, supervisors, senior managers or personnel performing the same duties shall faithfully and diligently perform the duty of information disclosure to ensure that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
If the directors, supervisors and senior managers of the company or personnel performing the same duties cannot guarantee the authenticity, accuracy and completeness of the contents of the issued documents and periodic reports, or have objections, they shall express their opinions and state the reasons in the issued documents and periodic reports, and the company shall disclose them accordingly. If the company does not disclose, the directors, supervisors and senior managers or personnel performing the same duties may provide supporting materials that can prove their identity, and apply to the Dealers Association for disclosure of relevant objections to the issuance documents or periodic reports. The controlling shareholders and actual controllers of the company shall be honest, trustworthy, diligent and responsible, and cooperate with the company in performing its information disclosure obligations.
The relevant departments and personnel of the company shall, in accordance with the relevant provisions of the system, perform the internal reporting procedures and external disclosure of relevant information during the issuance and existence of the company’s debt financing instruments.
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.
The company 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 in any form such as press release or answering reporters’ questions, or replace the temporary reporting obligations in the form of regular reports.
Chapter II Contents and standards of information disclosure
Article 6 the company shall disclose the announcement of the main contents of the information disclosure management system before the initial issuance, and disclose the relevant information of the person in charge of information disclosure in the issuance documents; If the main contents of the company’s information disclosure management system have not been publicly disclosed before the issuance of the current debt financing instruments, and the current debt financing instruments are not issued to the public, the company shall publicly disclose the announcement of the main contents of the information disclosure management system before the issuance of the current period.
Article 7 the company shall publish the current issuance documents of debt financing instruments through the website recognized by Bank Of China Limited(601988) inter market dealers association (hereinafter referred to as “Dealers Association”), and the issuance documents shall at least include the following contents:
（1） Audited financial reports for the last three years and the latest accounting statements;
（2） Prospectus;
（3） Credit rating report (if any);
（4） Trustee agreement (if any);
（5） Legal opinion;
（6） Other documents required by the dealers association.
For the initial public offering of debt financing instruments, the company shall publish the issuance documents at least three working days before the issuance date; For non-initial public offering of debt financing instruments, the issuance documents shall be published at least two working days before the issuance date; For public issuance of ultra short-term financing bonds, the issuance documents shall be issued at least one working day before the issuance date.
For the preparation and disclosure of the above information disclosure documents, the company shall comply with the relevant self-discipline rules of the Dealer Association and obtain the consent of the Dealer Association.
Article 8 the company or the bookkeeping manager shall disclose the issuance results no later than the first day of trading and circulation of debt financing instruments. The contents of the announcement include but are not limited to the actual issuance scale, term, price and other information of the bonds of the current period.
Article 9 during the duration of debt financing instruments, the company’s information disclosure time shall not be later than the time when the company publishes relevant information on other designated information disclosure channels in accordance with the requirements of domestic and foreign regulatory authorities, market self-discipline organizations and securities trading places.
Where debt financing instruments are publicly issued and traded both at home and abroad, the information disclosed by its information disclosure obligor abroad shall be disclosed at the same time in China.
Article 10 during the duration of debt financing instruments, the company shall continuously disclose information according to the following requirements:
（1） The annual report of the previous year shall be disclosed within 4 months after the end of each fiscal year. The annual report shall include the main information of the enterprise during the reporting period, the audit report issued by the audit institution, the audited financial statements, notes and other necessary information;
（2） Disclose the semi annual report within 2 months after the end of the first half of each fiscal year;
（3） The quarterly financial statements shall be disclosed within one month after the end of the first three months and nine months of each fiscal year, and the disclosure time of the financial statements of the first quarter shall not be earlier than that of the annual report of the previous year;
（4） The financial statements of the periodic report shall at least include the balance sheet, income statement and cash flow statement.
An enterprise preparing consolidated financial statements shall, in addition to providing consolidated financial statements, disclose the financial statements of the parent company.
In case of directional issuance of debt financing instruments, regular reports shall be disclosed in accordance with the time specified in the preceding paragraph and in accordance with the requirements for financial information disclosure of directional registered issuance.
Article 11 Where the company is unable to disclose the periodic report on time, it shall disclose the explanatory documents of the periodic report not disclosed on time before the disclosure deadline specified in the preceding paragraph, including but not limited to the reasons for the non disclosure on time, the expected disclosure time, etc. The disclosure of the explanatory documents mentioned in the preceding paragraph does not mean that the company is exempted from the obligation of information disclosure of periodic reports.
Article 12 during the duration of debt financing instruments, the company shall timely disclose to the market any major event that may affect the solvency of debt financing instruments or the rights and interests of investors, and explain the cause, current status and possible impact of the event. The major events mentioned in the preceding paragraph include but are not limited to:
（1） Change of enterprise name;
（2） Major changes have taken place in the production and operation of the enterprise, including the suspension of all or main businesses, major changes in the external conditions of production and operation, etc;
（3） The enterprise changes its financial report audit institution, debt financing instrument trustee and credit rating agency;
（4） Changes in more than 1 / 3 of the directors, more than 2 / 3 of the supervisors, chairman, general manager or personnel with the same responsibilities of the enterprise;
（5） The legal representative, chairman, general manager or personnel with equivalent responsibilities of the enterprise are unable to perform their duties;
（6） The controlling shareholder or actual controller of the enterprise changes, or the ownership structure changes significantly;
（7） The enterprise provides major asset mortgage, pledge or external guarantee, which exceeds 20% of the net assets at the end of the previous year;
（8） Asset sales, transfer, scrapping, free transfer, major investment and major asset reorganization that may affect the solvency of the enterprise;
（9） The enterprise incurs major losses exceeding 10% of the net assets at the end of the previous year, or abandons creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（10） The equity and management rights of the enterprise involve entrusted management;
（11） The enterprise loses its actual control over important subsidiaries;
（12） Changes in credit enhancement arrangements for debt financing instruments;
（12） Enterprises transfer debt financing instruments to pay off their obligations;
（14） The enterprise’s one-time debt to others exceeds 10% of the net assets outstanding in the previous year, or the new loan exceeds 20% of the net assets outstanding in the previous year;
（15） The enterprise fails to pay off its due debts or the enterprise restructures its debts;
（16） The enterprise is suspected of violating laws and regulations, is investigated by the competent authority, 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;
（17） The legal representative, controlling shareholder, actual controller, director, supervisor and senior manager of the enterprise are suspected of violating laws and regulations, are investigated by the competent authority, take compulsory measures, or have serious dishonesty;
（18） The enterprise is involved in major litigation and arbitration matters;
（19） The assets of the enterprise that may affect its solvency are sealed up, seized or frozen;
（20） The enterprise plans to distribute dividends, or has the situation of capital reduction, merger, division, dissolution and application for bankruptcy;
（21） The enterprise involves market rumors that need to be explained;
（22） The credit rating of debt financing instruments changes;
（22） The enterprise enters into other major contracts that may have an important impact on its assets, liabilities, equity and operating results;
（24） Other matters to be disclosed as agreed in the issuance documents or promised by the enterprise; （25） Other matters that may affect its solvency or the rights and interests of investors. If there are other provisions or agreements on the contents involved in this article, such provisions or agreements shall prevail.
Article 13 the company shall perform the obligation of information disclosure on the matters specified in the system within 2 working days from the date of occurrence of the following circumstances:
(1) when the board of directors, the board of supervisors or other decision-making bodies have formed resolutions on major issues;
（2） When the parties concerned sign a letter of intent or agreement on major matters;
（3） When directors, supervisors, senior managers or persons with equivalent responsibilities know that the major event has occurred;
（4） When receiving the decision or notice of relevant competent authorities on major matters;
（5） When completing the change of industrial and commercial registration.
In case of disclosure or market rumors of major events, the company shall perform the information disclosure obligations of major events specified in the system within 2 working days after the occurrence of such circumstances.
In case of significant progress or change in the disclosed major events, the company shall disclose the progress or change and the possible impact within 2 working days after the date of progress or change.
Article 14 Where a company changes its information disclosure management system, it shall disclose the main contents of the changed system when disclosing the latest annual report or semi annual report; If the company is unable to disclose the above-mentioned periodic reports on time, the company shall disclose the main contents of the changed system before the deadline for the disclosure of the above-mentioned periodic reports.
Article 15 if the company changes the person in charge of information disclosure, it shall disclose the change and successor within 2 working days after the date of change; If the successor is not determined and disclosed after the change of the person in charge of information disclosure, it shall be regarded as the legal representative. If the successor is subsequently determined, it shall be disclosed within 2 working days after the date of determining the successor.
Article 16 if the company changes the purpose of the raised funds by debt financing instruments, it shall perform the necessary change procedures in accordance with the provisions and agreements, and disclose the purpose of the raised funds to be changed at least 5 working days before the use of the raised funds.
Article 17 If the company corrects the errors of financial information and involves unaudited financial information, it shall disclose the correction announcement and the corrected financial information at the same time. If the audited financial information is involved, the company shall hire an accounting firm to conduct a comprehensive audit or conduct special assurance on the corrected matters, and disclose the special assurance report and the corrected financial information within 30 working days after the disclosure of the correction announcement; If the correction has a wide impact on the audited financial statements, or the event leads to changes in the nature of the company’s profits and losses in relevant years, an accounting firm shall be hired to conduct a comprehensive audit of the corrected financial information, and the audit report and audited financial information shall be disclosed within 30 working days after the disclosure of the correction announcement.
Article 18 Where a debt financing instrument is attached with special terms such as option terms and investor protection terms, the company shall timely disclose the trigger and implementation of relevant terms in accordance with relevant provisions and the provisions of the issuance documents.
Article 19 the company shall disclose the announcement of interest payment or payment arrangement at least 5 working days before the interest payment date or principal payment date of debt financing instruments.
Article 20 Where there is great uncertainty in the repayment of debt financing instruments, the company shall timely disclose the risk prompt announcement with great uncertainty in interest payment or cashing.
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