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Sanhui Electric: information disclosure management system (August, 2019)

Sanhui Electric: information disclosure management system (August, 2019)

time: August 22, 2019 16:01:41 zhongcaiyuan Title:: information disclosure management system (August, 2019)

information disclosure management system

Chapter I General Provisions

Article 1 is to further standardize Zhengzhou Co., Ltd. (hereinafter referred to as "the company") And other information disclosure obligors, ensure the fairness of information disclosure, and effectively protect the legitimate rights and interests of investors. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Shanghai corporate governance standards, the administrative measures for information disclosure of listed companies and other laws, regulations, rules This system is formulated in accordance with the relevant provisions of the normative documents and the articles of association of Zhengzhou Co., Ltd., and in combination with the actual situation of the company

Article 2 the information referred to in this system mainly includes:

(I) the company's regular reports publicly released according to law, including quarterly reports, interim reports and annual

reports

(II) the company's interim reports publicly released according to law, including the announcement of the resolution of the general meeting of shareholders, the announcement of the resolution of the board of directors, the announcement of the resolution of the board of supervisors, the announcement of the acquisition and sale of assets, the announcement of related party transactions, supplementary announcements, the announcement of rectification and other major matters, as well as other matters that the Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") believes need to be disclosed

(3) the prospectus published by the company in the issuance of new shares, the allotment prospectus published in the allotment of shares, the stock listing

announcement and the issuance announcement, etc

(IV) reports and documents that may have a significant impact on the company's stock price submitted by the company to the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and its dispatched agencies, Shenzhen Stock Exchange and relevant government departments

(V) media reports on major decisions and operations of the company

Article 3 this system is applicable to the management of all information disclosure affairs of the company, and to the following personnel and institutions

(hereinafter referred to as "information disclosure obligors"):

(I) directors and the board of directors of the company

(II) the company's supervisors and the board of supervisors

(III) senior managers of the company

(4) secretary of the board of directors and securities department

(V) heads of departments of the company

(VI) the legal representative, executive director, general manager and financial principal of the holding subsidiary or other designated information disclosure personnel

(VII) directors, supervisors and senior managers appointed by the company in the joint-stock company

(VIII) controlling shareholders, actual controllers and shareholders holding more than 5% of the shares of the company

(IX) other institutions or individuals with information disclosure obligations and responsibilities stipulated by relevant laws and regulations

Article 4 when the company discloses information according to law, it shall submit the announcement manuscript and relevant documents for future reference to Shenzhen stock exchange for registration, and publish them on the media designated by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"). The time of releasing information on the company's website and other media shall not be earlier than the designated media, and the reporting and announcement obligations that should be performed shall not be replaced by issuing

or answering questions, and the interim reporting obligations that should be performed shall not be replaced by regular reporting

Chapter II Basic Principles of information disclosure

Article 5 basic principles of information disclosure

(1) perform the obligation of information disclosure in accordance with relevant laws, administrative regulations, departmental rules, normative documents, the regulations and rules issued by Shenzhen Stock Exchange and the relevant provisions of this system

(II) timely and fairly disclose all information that may have a greater impact on the trading price of the company's shares and their derivatives

(III) ensure that the content of information disclosure is true, accurate and complete, without false records, misleading statements

or major omissions

Article 6 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 concisely and easily. The information disclosure documents shall not contain words and sentences of publicity, advertising, flattery

or slander; The company ensures that users can obtain information through economic and convenient ways (such as securities newspapers and

Internet)

Article 7 all members of the board of directors of the company must ensure in good faith and diligence that the information disclosed is true, accurate and complete, without false, seriously misleading statements or major omissions

shareholders, actual controllers and other relevant information disclosure obligors of the company shall perform the obligation of information disclosure in accordance with relevant regulations, actively cooperate with the company in information disclosure, timely inform the company of major events that have occurred or are to occur, and strictly fulfill their commitments

Article 8 the information publicly disclosed by the company shall be submitted to the Shenzhen Stock Exchange at the first time, and the company shall submit relevant announcements and relevant documents for future reference to the Shenzhen Stock Exchange in accordance with the requirements of the Shenzhen Stock Exchange

Article 9 in addition to disclosing information in accordance with mandatory provisions, the company shall actively and timely disclose all information that may have a substantial impact on the decisions of other stakeholders, and ensure that all shareholders have equal opportunities to obtain information

the company shall perform the obligation of information disclosure in strict accordance with the requirements of relevant laws, administrative regulations, departmental rules, normative documents and other relevant provisions of the Shenzhen Stock Exchange. We will actively make voluntary disclosure of the product profile of information tension machine that may affect the investment decisions of shareholders and other investors, and treat all investors fairly, and shall not make selective disclosure

Article 10 the company shall not disclose or divulge undisclosed material information at the general meeting of shareholders. If the event notified to shareholders is a situation of undisclosed major information, the notified event shall be disclosed at the same time as the public announcement of the resolution of the general meeting of shareholders

Article 11 in the process of implementing the refinancing plan (including non-public offering), the company shall pay special attention to the fairness of information disclosure when conducting inquiry, promotion and other activities to specific individuals

or institutions, and shall not provide them with undisclosed material information to attract them to subscribe for the company's securities

Article 12 the information publicly disclosed by the company shall be announced on the newspapers and periodicals designated by relevant laws and regulations and cninfo website

(), and the information disclosed by other public media shall not precede the designated newspapers

and designated stations

the company can expand the dissemination scope of information by holding press conferences, investor talks, and presentation meetings, so that more investors can know the major information that the company has published in a timely manner

Article 13 in the following cases, if the company believes that it is unable to disclose information in accordance with the provisions of the stock listing rules, it can apply to the Shenzhen Stock Exchange. With the consent of the Shenzhen Stock Exchange, it can not disclose information in accordance with the provisions of the stock listing rules:

(1) the company has sufficient reasons to believe that the disclosure of certain information will damage the interests of the company, and the information will not have a significant impact on its stock price

(2) the company believes that the information to be disclosed may cause it to violate laws and regulations

(III) other situations recognized by Shenzhen Stock Exchange

Chapter III contents and standards of information disclosure

section 1 periodic reports

Article 14 the periodic reports that the company should disclose include annual reports, interim reports and quarterly reports

all information that has a significant impact on investors' investment decisions should be disclosed. The financial

accounting report in the annual report shall be audited by an accounting firm qualified for securities and futures related businesses

the text and summary of the interim report shall be prepared within 2 months from the end of the first half of each fiscal year in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange; The company shall submit the interim report to the Shenzhen Stock Exchange after the approval of the board of directors and at the time of

. After registration with the Shenzhen Stock Exchange, the company shall publish the summary of the interim report in the designated newspapers and periodicals, and disclose its text on the designated website

the disclosure time of the quarterly report of the company in the first quarter shall not be earlier than that of the annual report of the previous year

Article 16 the directors and senior managers of the company shall sign written confirmation opinions on the periodic reports. The board of supervisors shall put forward written review opinions, 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 report can truly, accurately and completely reflect the actual situation of the company. If directors, supervisors and senior managers cannot guarantee or disagree with the authenticity, accuracy and completeness of the contents of the periodic report, they shall state their reasons, express their opinions and disclose them

Article 17 the company shall make a performance forecast in a timely manner if it expects a loss or a significant change in its operating performance

Article 18 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 shares and its derivatives, the company shall disclose the relevant financial data in the reporting period in a timely manner. If the company

is expected to be unable to disclose the periodic report within the specified period, it shall report to the Shenzhen Stock Exchange in time, and publicly report the reasons for the failure to disclose on schedule, solutions and the deadline for delayed disclosure

Article 19 If the financial and accounting report in the periodic report is issued with a non-standard audit report, the board of directors of the company shall make a special explanation for the matters involved in the audit opinion

Article 20 the content, format and Compilation Rules of annual reports, interim reports and quarterly reports shall be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange

section II interim report

Article 21 the interim report of the company includes the announcement of the resolution of the general meeting of shareholders, the announcement of the resolution of the board of directors, the announcement of the resolution of the board of supervisors, the announcement of major issues and other announcements

Article 22 the company shall disclose the following major matters:

(I) major changes in the company's business policy and business scope

(2) the company's major investment behavior and major decision to purchase assets

(III) the company enters into important contracts,