Chapter I GENERAL PROVISIONS
1. To amplify and standardize the information disclosure behavior of the Exchange, to ensure the authenticity, accuracy, completeness, timeliness and fairness of information disclosure, and to promote the Singapore Global Ginseng Exchange (hereinafter referred to as “the Exchange”) to regulate the operation according to law and to safeguard the legitimate rights and interests of the Exchange and the commodity buyers, in accordance with the Singapore Companies Act and the relevant regulations of the Singapore Government.
Chapter II BASIC INFORMATION OF INFORMATION DISCLOSURES
The term of “Disclosure of Information” refers to the act of publishing information to the shareholder in a prescribed manner within the specified time, information that may have a significant impact on the Exchange and that has not been known to the commodity buyer. The contents of the Exchange information disclosure include periodic reports and interim reports. The annual reports and the semi-annual reports are periodic reports, and other reports are interim reports. The Exchange shall disclose periodic reports and interim reports in accordance with the requirements of relevant laws, regulations and the Articles of Association of the Exchange.
Information that the regulatory authorities deem necessary to disclose should also be disclosed.
3. Information disclosure is the continuing responsibility of the Exchange, the Exchange should faithfully fulfill the obligation of information disclosure. The disclosure of Exchange information should embody the principle of openness, fairness and impartiality in treating all shareholders, submitting and disclosing information truthfully, accurately, completely, timely and fairly, ensuring that there are no false, misleading statements or major omissions.
Chapter III MANAGEMENT OF INFORMATION DISCLOSURE AFFAIRS
4. The Exchange Board of Directors authorizes the General Management Department of the Exchange to organize and coordinate Exchange information disclosure matters. The head of the General management Department is responsible for contacting the relevant information disclosure parties, receiving visits, answering inquiries, contacting shareholders, and providing the commodity buyers with information disclosed by the Exchange.
5. The official announcement of the Exchange cannot be replaced by a press release or a reporter’s question.
6. When the Exchange discovers that the disclosed information (including the bulletin issued by the Exchange and the information on the Exchange that is reprinted on the media) is wrong, omitted or misleading, it shall promptly issue a correction announcement, a supplementary announcement or a clarification announcement.
If the information disclosure document published by an Exchange (including periodic reports and interim reports) are submitted for review by the regulatory authorities or require the Exchange to supplement the explanation of a certain matter, the head of the General Management Department shall report to the Chairman in a timely manner to organize the relevant personnel to reply to the regulatory department, to make an explanatory note as required and to publish a supplementary notice.
Chapter IV WORK PROCEDURES AND RESPONSIBILITIES FOR INFORMATION DISCLOSURE
8. The following review procedures shall be strictly followed before the disclosure of the information:
a. The person in charge of the department providing the information carefully checks the relevant information and signs it and confirms it;
b. The head of General Management Department responsible for compliance review and signature;
c. the Chairman (or authorized person) issued.
9. The chairman of the Exchange shall have the right to disclose information in the name of the Exchange.
10. When the relevant departments of the Exchange have doubts about whether the matter needs to be disclosed, they should promptly consult the responsible person of the General Management Department or through the head of the general management department to reach the regulatory authorities. If the Exchange is unable to determine whether the relevant matters must be disclosed in a timely manner, it shall report to the regulatory authorities whether the time and manner of disclosure and disclosure shall be decided after review. The information publicly disclosed by the Exchange must be reported to the regulatory authorities at the first time.
11. The responsibility of the person in charge of the General Management Department
a. The person in charge of the General Management Department is the designated contact liaison for the Exchange and the regulatory department, responsible for preparing and submitting the documents required by the regulatory authorities, and organizing the tasks assigned by the regulatory authorities.
b. Coordinating and organizing information disclosure matters, including establishing an internal disclosure system for information disclosure systems and major information, clarifying the information disclosure duties and confidentiality responsibilities of relevant personnel of various departments of the Exchange, and being responsible for contacting the news media and commodity buyers; receiving visits, answering consultation; contacting the shareholders and directors; providing the commodity buyer with the information publicly disclosed by the Exchange. Other institutions and individuals shall not interfere with the work of the person in charge of the General Management Department to disclose information in accordance with the requirements of relevant laws, regulations and rules.
12. Director’s responsibility
a. All personnel of the Board of Exchange shall ensure that the information disclosure is true, accurate and complete, without false, misleading statements or significant omissions, and assumes individual and joint liability for the authenticity, accuracy and completeness of the information disclosure.
b. Without the resolution of the Board of Directors or the authorization of the chairman of the board of directors, the directors may not, on behalf of the Exchange or the Board of Directors, issue or disclose to the public the information that the Exchange has not publicly disclosed.
13. Supervisor’s responsibility
a. When the Board of Supervisors needs to disclose information through the media, it is necessary to refer the relevant annexes of the Board of Supervisors and the disclosure matters to the person in charge of the General Management Department for specific disclosure matters.
b. All members of the Board of Supervisors shall ensure that the information disclosure is true, accurate and complete, without false, misleading statements or significant omissions, and assumes individual and joint liability for the authenticity, accuracy and completeness of the information disclosure.
c. The Board of Supervisors and individual supervisors shall not, on behalf of the Exchange, issue or disclose to shareholders or the media information that the Exchange has not disclosed publicly.
d. When the Board of Supervisors reports to the shareholders that the directors and senior management personnel have harmed the interests of the Exchange, the directors and senior management personnel shall be notified of their actions in violation of the laws, regulations or articles of association in a timely manner and provide relevant information.
14. The General Management Department of the Exchange is a permanent institution for information disclosure and a reception agency for the shareholders visiting. Except the chairman and the person in charge of the General Management Department, no one can answer the shareholders ‘ advice on behalf of the Exchange, nor disclose any information of the Exchange.
15. If a certain information that should be disclosed as stipulated by the regulatory authority, the chairman or his designated authorizer does not agree to disclose the information, the person in charge of the General Management Department shall report to the regulatory authorities in accordance with relevant regulations, if the regulatory department believes that it should be disclosed. The Exchange shall perform its information disclosure obligations and assume responsibility.
16. The Chairman or his designated authorized person, whether or not he consents to disclose a particular information, shall sign a clear opinion in the text of the information bulletin agreeing to disclose or disagree with the disclosure. If necessary, the annual legal counsel of the Exchange or other intermediary agencies may be consulted and advised before the agreement is signed.
17. The information to be disclosed by the Exchange is uncertain, it is a temporary trade secret or other circumstances approved by the regulatory authorities, timely disclosure may damage the interests of the Exchange or misleading the commodity buyer and the following conditions shall be applied to the regulatory department for a stay of disclosure stating the reasons and the duration of the suspension:
a. The information to be disclosed has not been leaked;
b. The trading business of the Exchange has not been subject to abnormal fluctuations due to the disclosure of the information.
18. The information to be disclosed by the Exchange is a state secret, a trade secret or other circumstance approved by the regulatory authorities. The disclosure may result in violations of the department’s application for exemption from disclosure.
Chapter V PERIODIC REPORTS
19. The Exchange shall prepare and complete the annual report within four months from the end of each fiscal year. The annual report should be prepared in both original and summary form. Its format and content include:
a. Important tips. The content includes the commitment of the Board and its directors, the report makers and their statements, and whether the reports are audited.
b. The basic situation of the Exchange. Includes name, place of registration, postcode, contact number, legal representative, contact person, main financial data and index.
c. Changes in share capital and shareholder status.
d. The Board of Directors, the Board of Supervisors and senior management personnel basic situation.
e. The Board of Directors’ evaluation of the overall operation of the reporting period.
f. Important note. Including corporate governance, dividend distribution, major business activities, major litigation and so on.
g. List of documents for reference.
h. Financial reports and complete accounting statements (“Balance sheet”, “Profit distribution statement”, “cash flow statement”, etc.).
The financial accounting report in the annual report of the Exchange must be audited by an accounting firm with relevant business qualifications.
20.The Exchange shall report to the regulatory authorities within 2 working days after the annual report has been reviewed by the Board of Directors. After the review, it shall be released through the prescribed channels and methods at the prescribed time, and the annual report body and summary shall be deposited in the Exchange for future reference.
21. The Exchange shall prepare a semi-annual report within two months from the end of the first half of each fiscal year. The semi-annual report should be prepared in both the original and the abstract form. Its format and content are prepared in accordance with Article 19 of this system.
22nd The Exchange shall report to the regulatory authorities within two working periods after the semi-annual report has been reviewed by the Board of Directors. After the review, it shall be released through the prescribed channels and methods at the prescribed time, and the semi-annual report text and summary shall be deposited with the General Management Department for reference.
Chapter VI INTERIM REPORTS
23. The Exchange shall notify the shareholders by way of announcement before the general meeting of shareholders. The notice of the general meeting of shareholders shall specify the time, place and method of the meeting, as well as the convenor of the meeting, and fully disclose the specific contents of all the proposals. After the conclusion of the general meeting of shareholders, the Exchange shall promptly submit the resolutions and announcements of the shareholders’ general meeting to the regulatory authorities, and deposit the resolutions of the shareholders’ general meeting and the announcement of the announcements in the General Management Department of the Exchange for future reference.
24. Receiving and donating assets shall disclose information within 30 working hours after acceptance and donation of assets.
25. Information disclosures on other major events of the Exchange include:
a. Significant changes in the trading principles and business scope of the Exchange;
b. The major investment activities of the Exchange and the decision of the major acquisition of property;
c. The establishment of important contracts by the Exchange may have an important impact on the assets, liabilities, interests and operating results of the Exchange;
d. Major debts on the Exchange and failure to discharge the significant debts due to default, or the occurrence of large amounts of liability;
e. Major losses or significant losses on the Exchange;
f. Significant changes in the external conditions of the Exchange’s production and operation;
g. Shareholders or actual controllers holding more than 5% of the shares of the Exchange have a large change in their holdings of equity or controlling the Exchange;
h. The decision of the Exchange to reduce capital, consolidate, separate, dissolve and apply for bankruptcy, or enter into bankruptcy proceedings by law and be ordered to close:
i. Major lawsuits and arbitrations involving the Exchange, shareholders ‘ meeting and board resolutions shall be revoked or declared void;
j. The Exchange is suspected of violating laws and regulations and being investigated by the competent authorities, or subject to criminal penalties and major administrative penalties; the directors, supervisors and senior management personnel of the Exchange are suspected of violating the law and discipline by the competent authorities to investigate or take enforcement measures;
k. Newly promulgated laws, regulations, regulations and industry policies may have a significant impact on the Exchange;
l. The Board of Directors forms relevant resolutions on the issuance of new shares or other refinancing plans and equity incentive plans;
m. The court ruled that the controlling shareholder should be barred from transferring its shares, and that more than 5% of the shares held by any shareholder are pledged, frozen, judicially auctioned, managed, set up trusts or restricted to vote by law;
n. The main assets are seized, seized, frozen or mortgaged or pledged;
o. The main or all business is at a standstill;
p. The external provision of major security;
q. Obtain the large amount of government subsidy, etc. may have a significant impact on the Exchange assets, liabilities, interests or business results of the additional benefits;
r. Change accounting policies and accounting estimates;
s. Due to errors in the information disclosed in the previous period, failure to disclose according to regulations or false records, the relevant authorities ordered the correction or the correction by the Board of Directors;
t. Other matters as stipulated in relevant laws and regulations and regulatory documents.
26. The Exchange should pay attention to the media coverage of the Exchange. For information that may have a significant impact on the normal operation and business development of the Exchange shall be published in a media information clarification bulletin.
Chapter VII ARCHIVES MANAGEMENT OF INFORMATION DISCLOSURE DOCUMENTS
27. The Exchange’s external information disclosure of documents (including periodic reports and interim reports) must be archived and kept. Shareholders ‘ meeting documents, board documents, supervisory board documents and information disclosure documents shall be classified and kept in archive.
Chapter VIII INFORMATION CONFIDENTIALITY
28. The directors, supervisors, senior management personnel of the Exchange and other staff members who have been exposed to information due to their working relationships have the responsibility and obligation to keep confidential the undisclosed information that has a significant impact on the business operations of the Exchange, and must not disclose undisclosed disclosures. The relevant information, otherwise, is fully responsible for the adverse effects caused.
29. When the Board of Directors learns that the information that has not been disclosed is difficult to keep confidential, or has been leaked, or the trading business of the Exchange has been significantly affected by this information, the Exchange should immediately disclose the information.
30. When the next relevant officer’s dereliction of duty causes serious damage or loss to the Exchange, he shall be punished and liable for damages.
Chapter IX ANNEX
31. The right to interpret this rule belongs to Singapore Global Ginseng Exchange Pte. Ltd.
32. These rules are implemented as of the date of promulgation.