
Information disclosure system
- Categories:公司制度
- Time of issue:2017-04-18 16:02
(Summary description)In addition to other statutory information, the time for externally providing statements or other information shall not be earlier than the company’s interim report or periodic report.
Information disclosure system
(Summary description)In addition to other statutory information, the time for externally providing statements or other information shall not be earlier than the company’s interim report or periodic report.
- Categories:公司制度
- Time of issue:2017-04-18 16:02
- Views:
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Henan Shenma Warwick Plastic Co., Ltd.
Information Disclosure Management System
Chapter 1 General General Provisions
Article 1 In order to strengthen the information disclosure of Henan Shenma Huawei Plastic Co., Ltd. (hereinafter referred to as the "Company")
Disclosure management, to ensure timely and accurate fulfillment of information disclosure obligations, and to protect the company, shareholders, creditors and other
The legitimate rights and interests of stakeholders are governed by the “Company Law”, “Measures for the Supervision and Administration of Non-listed Public Companies”, and “National
SME Share Transfer System Business Rules, "Guidelines for the Supervision of Non-listed Public Companies No. 1-Information Disclosure",
"Detailed Rules for Information Disclosure of Companies Listed on the National SME Share Transfer System" and "Henan Shenma Warwick Plastics Co., Ltd.
This system is formulated in accordance with the actual conditions of the company in accordance with the provisions of the Articles of Association of a Limited Company.
Article 2 The information disclosure referred to in this system refers to the information disclosure that has occurred or is about to happen to the company, and may affect the company’s operations,
Information that has a significant impact on the company’s stocks and other securities products (hereinafter referred to as “significant information”)
After the business review, it shall be announced to the public within the prescribed time, on the prescribed media, and in the prescribed manner.
Article 3 The basic principles of information disclosure are: timeliness, accuracy, truthfulness, completeness and openness, fairness and impartiality
in principle.
Article 4 The board of directors and directors of the company guarantee the truthfulness, accuracy and completeness of the information disclosed, and that there is no false, strict
Heavy misleading or major omissions, and assume individual and joint liability for its guarantee.
Article 5 The secretary of the company’s board of directors is the person directly responsible for the management of information disclosure, and the chairman of the company
Disclosure of the first responsible person, the company and its directors, supervisors, senior managers, and shareholders holding more than 5% of the company’s shares
Or the potential shareholders and the actual controller of the company are the obligors of information disclosure.
Chapter 2 Content, Scope, Format and Time of Information Disclosure
Article 6 The information disclosed by the company is divided into: regular reports and temporary reports.
Article 7 Periodic reports include annual reports and semi-annual reports.
Article 8 The company shall prepare and disclose the annual report within four months from the end of each fiscal year.
The semi-annual report shall be disclosed within two months from the end of the first half of the fiscal year.
Article 9 The financial report in the company’s annual report must be approved by an accounting firm with securities-related business qualifications.
Audited. When a company changes its accounting firm, it shall be reviewed by the board of directors and submitted to the general meeting of shareholders for review.
Article 10 The company shall agree on the disclosure time of the periodic report with the company of the National Small and Medium-sized Enterprise Share Transfer System.
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And disclose according to the agreed time. If the disclosure time needs to be changed for some reason, the owner shall be notified at least 2 working days in advance.
The brokerage firm also applies to the National Share Transfer System Company.
Article 11 The board of directors of a company shall ensure the timely disclosure of periodic reports. The board of directors was unable to report on regular
Where a resolution is formed, it shall be disclosed in the form of an announcement by the board of directors, explaining the specific reasons and existing risks. The company must not
The disclosure was not made on time on the grounds that directors and senior executives had objections to the content of the periodic report. The company shall not disclose
Periodic reports reviewed and approved by the Board of Directors.
Article 12 The directors and senior managers of the company shall sign written confirmation opinions on the periodic report, and the board of supervisors shall
A written review opinion shall be submitted to explain whether the establishment and review procedures of the board of directors comply with laws and administrative regulations, and report to
Whether the content of the report can truly, accurately and completely reflect the actual situation of the company.
Directors, supervisors, and senior management cannot guarantee the authenticity, accuracy and completeness of the content of the periodic report
If there are any objections, the reasons and opinions shall be stated and disclosed.
Article 13 The company shall, within two transfer days from the date when the board of directors deliberates and approve the periodic report,
Submit and disclose the following documents to the host brokerage in the form of sub-documents:
(1) The full text and summary of the annual report (if any);
(2) Audit report;
(3) Resolutions of the board of directors and the board of supervisors and their announcement drafts;
(4) The written confirmation opinions of the company's directors and senior management personnel and the written review opinions of the board of supervisors;
(5) Periodic reports and electronic files of financial data prepared in accordance with the requirements of the National Share Transfer System Company;
(6) Other documents required by the sponsoring securities firm and the National Share Transfer System Company.
Article 14 The company shall promptly review the post-examination opinions of the company on the National Share Transfer System on the periodic report.
Reply, and explain and explain the relevant content of the periodic report as required.
The company shall submit relevant documents to the lead broker for review before responding to the National Share Transfer System company. For
For corrections, supplementary announcements, or revisions to periodic reports and disclosures, the company shall perform the corresponding internal review procedures.
Article 15 Interim report refers to the issue of a company in accordance with laws and regulations and the relevant provisions of the National Share Transfer System.
Announcements other than periodic reports.
Article 16 The company shall promptly after the major event involved in the interim report first touches any of the following points in time:
Fulfill the obligation of first disclosure:
(1) When the board of directors or the board of supervisors makes a resolution;
(2) When signing a letter of intent or agreement (regardless of whether it is attached to conditions or time limit);
(3) The company (including any director, supervisor or senior manager) is aware of or should be aware of major incidents
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Birth time.
Article 17 A major event that may have a greater impact on the company’s stock transfer price is in the planning stage.
Although the time point of Article 16 of this system has not yet been touched, the company shall also perform the first disclosure in one of the following situations:
Obligation of disclosure:
(1) The incident is difficult to keep confidential;
(2) The incident has been leaked or there are rumors about the incident in the market;
(3) Abnormal fluctuations have occurred in the trading of the company's stocks and derivatives.
Article 18 When a company fulfills its first disclosure obligation, it shall comply with the "National Small and Medium-sized Enterprise Share Transfer System"
"Detailed Rules for Information Disclosure of Brand Companies" and the disclosure requirements of this system and the interim announcement formulated by the National Share Transfer System Company
The format guidelines are disclosed.
If relevant facts have not yet occurred at the time of preparing the announcement, the company shall objectively announce the existing facts and wait for the relevant facts.
After the occurrence, the progress or changes of the matter shall be disclosed in accordance with the requirements of the relevant format guidelines.
Article 19 The letter of a company’s controlling subsidiary that may have a greater impact on the company’s stock transfer price
The information is deemed to be material information of the company, and the company shall disclose it.
Article 20 The company convenes the board of directors and the board of supervisors, and within two transfer days after the end of the meeting,
Relevant resolutions signed by directors and supervisors shall be submitted to the leading brokerage firm for filing, and the resolution shall be disclosed;
Major information that should be disclosed as stipulated in the "Detailed Rules for Information Disclosure of Companies Listed on the Enterprise Share Transfer System"
The form of the report shall be disclosed in a timely manner; the company held a general meeting of shareholders, and the resolution involved
The proposed acquisition or sale of assets, foreign investment (including entrusted wealth management, entrusted loans, investment in subsidiaries, etc.),
The relevant resolutions will be disclosed in the form of a temporary announcement within two transfer days after the meeting.
Article 21 When a company convenes a meeting of the board of supervisors, it shall promptly obtain a decision signed by the participating supervisors after the meeting is over.
It is recommended to report to the host brokerage for filing. Regarding the material information that should be disclosed as stipulated in the disclosure rules, the company shall make a temporary announcement
The form of timely disclosure.
Article 22 The company shall be held 20 days before the annual general meeting or 15 days before the extraordinary general meeting is held.
Before issuing the notice of the general meeting of shareholders. Undisclosed material information shall not be disclosed or leaked at the general meeting of shareholders.
Article 23 The lead brokerage firm and the National Share Transfer System company require the board of directors, the board of supervisors and shareholders
The company shall provide the minutes of the general assembly meeting as required.
Article 24. Affiliated transactions of a company refer to the transfer of resources or obligations between the company and related parties.
matter. The company’s related parties and related relationships include the circumstances specified in the Accounting Standards for Business Enterprises No. 36-Disclosure of Related Parties.
Form, as well as the situation identified by the company, the lead brokerage or the National Share Transfer System company based on the principle of substance over form.
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Article 25 When the company’s board of directors and the general meeting of shareholders deliberate on related-party transactions, the "Articles of Association" shall be implemented
The prescribed voting avoidance system.
Article 26 For daily related transactions that occur each year, the company shall, before disclosing the previous annual report,
Make a reasonable estimate of the total amount of related transactions that will occur this year, and submit it to the general meeting of shareholders for review and disclosure. For pre
Related transactions within the scope of the calculation, the company shall classify in the annual report and the semi-annual report, and disclose the implementation in a list.
Happening. If the estimated amount of related-party transactions in actual execution exceeds the estimated total amount of related-party transactions this year, the company shall
When the matters involved in the excess amount are submitted to the board of directors or the general meeting of shareholders for review and disclosure in accordance with the "Articles of Association".
Article 27. For other related transactions other than daily related transactions, the company shall be reviewed and approved by the general meeting of shareholders.
Disclosure in the form of a temporary announcement.
Article 28 The following transactions between a company and related parties may be exempted from review in the manner of related transactions:
Discussion and disclosure:
(1) One party uses cash to subscribe for stocks, corporate bonds or corporate bonds issued by the other party, or convertible corporate bonds
Bonds or other types of securities;
(2) One party acts as a member of an underwriting syndicate to underwrite the stocks, corporate bonds or corporate bonds issued by the other party,
Convertible corporate bonds or other securities types;
(3) One party receives dividends, bonuses or remuneration in accordance with the resolutions of the shareholders' general meeting of the other party;
(4) Incidents between the listed company and its holding subsidiaries within the scope of its consolidated financial statements, or between the above-mentioned holding subsidiaries
Related-party transactions that occurred between.
Article 29 The company’s amount involved accounts for more than 10% of the absolute value of the company’s most recent audited net assets.
Litigation and arbitration matters shall be disclosed in a timely manner.
For litigation or arbitration matters that do not meet the standard of the preceding paragraph or have no specific amount involved, the board of directors believes that the company may be
If the transfer price of stocks and other securities has a greater impact, or the sponsoring securities firm or the National Share Transfer System
The company deems it necessary, as well as litigation involving the application for cancellation or invalidation of the resolutions of the general meeting of shareholders and the board of directors.
The company should also disclose it in a timely manner.
Article 30 The company shall, after the board of directors deliberates and approves the profit distribution or capital reserve conversion plan, and
The specific content of the plan shall be disclosed at the time, and the announcement of the implementation of the plan shall be disclosed before the equity registration date of the implementation plan.
Article 31. If a stock transfer is recognized as an abnormal fluctuation by a company in the National Share Transfer System, the company shall
An announcement of abnormal fluctuations was disclosed on the next share transfer day. If it cannot be disclosed on the next transfer day, the company shall
The transfer system company applied for the suspension of stock transfer until the transfer was resumed after the disclosure.
Article 32 The news disseminated by public media (hereinafter referred to as "rumors") may or has already affected the company’s shares.
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If the ticket transfer price has a greater impact, the company shall promptly provide relevant information to the host brokerage that will help to identify rumors.
And decide whether to issue a clarification announcement.
Article 33 If a company encounters one of the following circumstances, it shall disclose within two transfer days from the date of the fact:
(1) There is a change in the controlling shareholder or actual controller;
(2) The controlling shareholder, actual controller or its related parties occupy funds;
(3) The court ruled that a controlling shareholder is prohibited from transferring the company's shares held by him;
(4) More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, custody, and letter of establishment
Entrusted or restricted voting rights in accordance with the law;
(5) The company's directors, supervisors, and senior managers have changed; the chairman or general manager is unable to perform his duties
responsibility;
(6) The company's decision to reduce capital, merge, split, dissolve and file for bankruptcy; or enter bankruptcy proceedings in accordance with the law,
Be ordered to close;
(7) The board of directors shall deal with mergers and acquisitions, dividend distribution, repurchase of shares, private issuance of shares or other securities financing
Formation of resolutions on capital plans and equity incentive plans;
(8) Changes in accounting firms, accounting policies, and accounting estimates;
(9) Providing external guarantees (other than guarantees provided by the company to its holding subsidiaries);
(10) The company and its directors, supervisors, senior managers, company’s controlling shareholders and actual controllers are reporting
During the period, there were investigations by competent authorities, compulsory measures taken by judicial discipline inspection departments, transferred to judicial authorities, or criminal investigations.
Liability, inspection by the China Securities Regulatory Commission, administrative penalties by the China Securities Regulatory Commission, banning from the securities market, identification of inappropriate candidates,
Or receive punishment from other administrative departments that have a significant impact on the company's production and operation;
(11) Due to errors in the information disclosed in the previous period, failure to disclose or false records in
The organization orders the correction or the board of directors decides to make the correction;
(12) Other circumstances recognized by the lead securities firm or the National Share Transfer System company.
Article 34 Before the company’s shares in the limited sale period are lifted from the transfer restrictions, the company must issue a release of the shares transfer restrictions.
Announcement.
Article 35 The scope of information disclosure covers joint-stock companies and their branches and subsidiaries controlled by joint-stock companies.
Article 36 The company has established a complete internal information feedback system. When the above-mentioned matters occur, the relevant
The department and relevant responsible persons shall report to the chairman and general manager in writing or other forms of communication on the day of the incident.
Article 37 The company’s daily information management standards:
(1) To ensure that the information content is uniform: the financial data involved in the materials provided internally and externally are all based on financial
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The data provided by the business department shall prevail, and those involving production data shall be subject to the data provided by the R&D department; those involving the situation of employees shall prevail.
Subject to the data provided by the human resources department;
(2) The statutory material information before the informal public disclosure must be signed by the department leader before it is provided internally and externally.
After the review, the company’s leadership will sign and approve it, and then the board of directors will keep the records for the record before it can be executed;
(3) The statements and information of various departments of the company, in addition to providing statutory statements or
In addition to other statutory information, the time for externally providing statements or other information shall not be earlier than the company’s interim report or periodic report.
The time of the announcement. When submitting information, statements, etc. to relevant government departments, it is necessary to clearly remind the other party that it is responsible for confidentiality and
The obligation not to disclose to non-statutory channels;
(4) Adopted by the company’s corporate culture publicity department during external publicity on websites, newspapers and other relevant media
When manuscripts involve major company information, they should be sent to the board of directors for review and approved by the company’s leaders (general manager, chairman)
It can be released after approval.
Article 38 The time and format of information disclosure shall be in accordance with the "National SME Share Transfer System Listed Company"
"Detailed Information Disclosure" and other regulations of the National Share Transfer System Company shall be implemented.
Chapter III Information Disclosure Procedure
Article 39 Information disclosure shall strictly implement the following review procedures:
(1) The person in charge of the department providing the information carefully checks the relevant materials: each department ensures that the materials and data are provided
Timely, accurate, and complete, the responsible person and department leader strictly review and sign, and then submit it to the board of directors;
(2) After receiving the materials and data, the board of directors should carefully organize the review and compilation of relevant materials and data, and compile
After the system is completed, submit it to the Finance Department for a comprehensive review of the financial data;
(3) After receiving the preparation materials, the Finance Department shall carefully organize and arrange personnel to verify the accuracy and accuracy of the financial data contained therein.
Completeness, etc., will be reviewed, and finally the department leader will sign and confirm it and submit it to the board of directors;
(4) After the board of directors receives the review materials, it shall hand it over to the relevant leaders (the chairman of the board, the general manager)
Manager) for compliance approval
Later, it is signed and issued by the chairman of the board.
Article 40 The company’s information disclosure work shall be led and managed by the board of directors. According to relevant procedures, the company’s information disclosure
The listed persons have the right to disclose information in the name of the company:
(1) Chairman of the Board;
(2) Secretary of the board of directors;
(3) Directors authorized by the chairman of the board.
The board of directors is the company's daily external information processing agency, which is responsible for answering public inquiries (questions)
Other departments of the company are not allowed to directly answer or deal with related questions.
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Article 41 When relevant departments of the company study and decide on matters involving information disclosure, they shall notify the chairman of the board to participate
Meetings, and solicited their opinions from the perspective of information disclosure on the compliance of the decision-making, and provided them with the necessary information for information disclosure.
material.
Article 42 When the relevant departments of the company have any questions about whether information disclosure matters are involved, they shall promptly report to the directors.
The secretary of the meeting or through the secretary of the board of directors consults with the leading brokerage firm or the National Share Transfer System company.
Article 43 The company shall not use press conferences, answer questions from reporters, publish on the company’s website, etc.
For information disclosure.
Article 44 The company discovers the information that has been disclosed (including the company’s announcement and the relevant information reproduced in the media).
When there are errors, omissions, or misleading information of the company, correction announcements, supplementary announcements, and clarification announcements shall be issued in a timely manner.
Chapter Chapter 4 Information Disclosure Media
Article 45 The information disclosed by the company shall be posted on the information disclosure platform designated by the National Share Transfer System Company.
The time for disclosing information in other media shall not be earlier than the time for disclosing information on designated websites.
Article 46. In addition to posting on the above-mentioned websites and media, the company’s periodic reports and interim reports may also be published
On the website of the host brokerage firm and its securities business outlets.
Chapter 5 Confidentiality Measures
Article 47 The company’s directors, supervisors, other senior
Staff members who disclose information are obliged to keep the information confidential before the information is formally publicly disclosed.
Article 48 Before the company’s information is officially disclosed, all relevant departments shall have the confidentiality of the information to be disclosed.
We must not disclose relevant information on the company’s internal and external websites, newspapers, broadcasts and other media, and must not disclose it to irrelevant third parties.
Article 49 The board of directors of the company shall take necessary measures to disclose information to those who are familiar with the information before the information is publicly disclosed.
Keep it within the minimum range, and sign a confidentiality agreement with relevant personnel. Where the company should disclose the information involving the company’s business
Secrets or other important information that is not convenient for disclosure, etc., the board of directors shall promptly report to the company’s
The transfer system company applied for exemption from relevant information disclosure obligations.
Article 50 When the board of directors learns that the undisclosed information is difficult to keep confidential, or has been leaked, or publicly
When the company’s stock price has obviously experienced abnormal fluctuations, the company shall immediately disclose the information.
Chapter VI Others
Article 51 Due to the negligence of the relevant personnel, the information disclosure violates the regulations, causing serious impact or
In the event of loss, the responsible person should be criticized and warned until the punishment is dismissed from his position, and he can be urged.
Request for appropriate compensation.
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Article 52 This system is in accordance with relevant laws, regulations, regulatory documents or the "National Small and Medium-sized Enterprise Share Transfer
When there is a conflict in the “Detailed Rules for Information Disclosure of System-listed Companies”, in accordance with relevant laws, regulations, regulatory documents or the
Implementation of the Detailed Rules for Information Disclosure of Companies Listed on the National Small and Medium-sized Enterprise Share Transfer System
Article 53 The scope of application of this system is the company's various functional departments, branches, and holding subsidiaries.
Article 54 The board of directors of the company is responsible for the interpretation of this system.
Article 55 This system will take effect after being reviewed and approved by the company's board of directors, and the amendments are also the same.
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