General Principles - The purpose of the information disclosure management rules is to enhance the management of information disclosure, standardize disclosure behavior, and protect investors' rights [1] - Information disclosure refers to the act of publicly announcing significant information that may impact the company's stock price, which has not yet been disclosed to investors [1][2] - The information that must be disclosed includes any information that could significantly affect the trading price of the company's securities or influence investors' decisions [1][2] Disclosure Obligations - The company, its directors, and senior management must ensure that disclosed information is true, accurate, complete, timely, and fair [2] - "True" means the information should reflect objective facts without false records or misleading statements [2] - "Accurate" means the information should be clear and concise, avoiding any promotional or exaggerated language [2] - "Complete" means all relevant information must be included without significant omissions [2] - "Timely" means disclosures must be made within the deadlines set by regulatory authorities [2] - "Fair" means all investors should have equal access to the same information [2] Disclosure Requirements - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investment decisions [10] - Annual reports must be audited by a qualified accounting firm, while semi-annual reports may not require an audit unless specified [11] - Quarterly reports do not need to be audited unless otherwise required by regulatory authorities [11] - The company must disclose any expected losses or significant changes in performance in a timely manner [13] Temporary Reports - The company must disclose temporary reports for specific events, such as board resolutions, shareholder meetings, and significant transactions that meet regulatory disclosure standards [17] - Significant events that require disclosure include asset purchases, sales, financial assistance, and other major transactions [17][18] Information Disclosure Process - The board of directors is responsible for organizing and overseeing the preparation and disclosure of periodic reports [22] - The company’s senior management must ensure timely preparation and submission of reports for board approval [22] - The board secretary is responsible for coordinating the disclosure process and ensuring compliance with regulations [30] Responsibilities of Disclosure Obligors - Shareholders and actual controllers must inform the company of any significant changes in their shareholding or control [34] - Directors and senior management must ensure the accuracy and completeness of disclosed information and report any significant events promptly [41][42] Internal Control and Supervision - The company must establish internal controls to ensure the accuracy and confidentiality of financial information before disclosure [59] - The internal audit department is responsible for monitoring compliance with financial disclosure regulations [60] Confidentiality and Exceptions - The company may defer or exempt disclosure of information that involves state secrets or commercial secrets under certain conditions [45][47] - If the reasons for deferring disclosure are no longer valid, the company must promptly disclose the information [48] Communication with Investors and Media - Only authorized personnel, such as the chairman, president, or board secretary, may communicate with the media regarding company information [53][54] - The company must establish procedures to verify communications with specific parties to prevent unauthorized disclosure of significant information [56]
德龙汇能: 信息披露管理细则(2025年8月)