Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Information disclosure suspension and exemption management system
February, 2002
Information disclosure suspension and exemption management system
Chapter I General Provisions
Article 1 in order to regulate the suspension and exemption of information disclosure of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as “the company”), ensure that the company performs its information disclosure obligations in accordance with the law and protect the legitimate rights and interests of investors, according to the securities law of the people’s Republic of China The Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the stock listing rules), the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 2 – management of information disclosure affairs and other laws, regulations and normative documents, as well as the Fujian Aonong Biological Technology Group Incorporation Limited(603363) articles of Association (hereinafter referred to as the articles of Association) This system is formulated in accordance with the Fujian Aonong Biological Technology Group Incorporation Limited(603363) information disclosure management system (hereinafter referred to as the company’s information disclosure management system).
Article 2 this system is applicable to the company handling the business of information disclosure suspension and exemption in accordance with the stock listing rules and other relevant business rules of Shanghai Stock Exchange.
Article 3 where the information to be disclosed by the company is subject to the suspension and exemption specified in the stock listing rules and other relevant business rules of Shanghai Stock Exchange, the company may, in its own prudent judgment, suspend and exempt the disclosure after the internal examination and approval of the company in accordance with this system, and accept the post supervision of Shanghai Stock Exchange on the suspension and exemption of relevant information disclosure.
Chapter II Scope of suspension and exemption information
Article 4 where the information to be disclosed by the company is recognized as a state secret according to law, and the disclosure or performance of relevant obligations in accordance with the stock listing rules may lead to the company’s violation of relevant national laws and regulations or endanger national security, it may be exempted from disclosure in accordance with the relevant provisions of Shanghai Stock Exchange.
If the information to be disclosed by the company belongs to trade secrets and business sensitive information, and the disclosure or performance of relevant obligations in accordance with the stock listing rules may lead to improper competition, damage the interests of the company and investors or mislead investors, the disclosure of the information may be suspended or exempted in accordance with the relevant provisions of Shanghai Stock Exchange.
Article 5 The term “state secrets” as mentioned in this system refers to the information that is related to national security and interests, determined in accordance with legal procedures and limited to a certain range of personnel within a certain period of time, and may damage the security and interests of the state in the fields of politics, economy, national defense, diplomacy and so on.
The trade secrets mentioned in this system refer to the technical information and business information that are not known to the public, can bring economic benefits to the obligee, practical and confidential by the obligee, as stipulated in the relevant national anti unfair competition laws and regulations and departmental rules.
Article 6 the information to be suspended or exempted from disclosure shall meet the following conditions:
(I) relevant information has not been leaked;
(II) the insider of the relevant inside information has made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
Article 7 where the reasons for the suspension or exemption of disclosure have been eliminated, the company shall disclose relevant information in a timely manner, and explain the reasons for the failure to disclose in a timely manner, the decision-making procedures performed by the company on the suspension or exemption of disclosure and the confidentiality measures taken.
If the company’s suspension or exemption of information disclosure does not meet the requirements of articles 4 and 6 of this system, the company shall timely perform information disclosure and related obligations.
Chapter III internal management procedures for suspension and exemption information
Article 8 under the leadership of the board of directors, the Secretary of the board of directors is responsible for organizing and coordinating the suspension and exemption of information disclosure. The office of the board of directors is the daily work department for the suspension and exemption of information disclosure.
Article 9 all departments, branches and subsidiaries of the company applying for suspension or exemption of disclosure of specific information in accordance with this system shall perform the following internal approval procedures:
(I) relevant departments, subsidiaries and branches shall timely fill in the approval form for registration of Fujian Aonong Biological Technology Group Incorporation Limited(603363) information disclosure suspension and exemption (see annex, hereinafter referred to as the approval form), and submit the approval form signed by the head of the department or the head of the subsidiary and branch, as well as the written materials related to the suspension and exemption of disclosure to the office of the board of directors of the company, and check its authenticity Be responsible for accuracy, completeness and timeliness;
(II) the office of the board of directors of the company is responsible for reviewing whether the information to be suspended or exempted from disclosure meets the conditions for suspension or exemption from disclosure, signing treatment suggestions in the approval form, and submitting it to the Secretary of the board of directors of the company after countersigning and agreeing by relevant departments if necessary;
(III) the Secretary of the board of directors of the company reviews the matters to be suspended or exempted from disclosure, and signs opinions in the approval form;
(IV) the chairman of the company shall make a final decision on the handling of matters to be suspended or exempted from disclosure, and sign opinions in the approval form.
Article 10 where the company decides to suspend or exempt the disclosure of specific information, the Secretary of the board of directors shall be responsible for the registration, which shall be filed and kept by the office of the board of directors after being signed and confirmed by the chairman of the board of directors. The items registered by the Secretary of the board of directors generally include:
(I) contents of matters to be suspended or exempted from disclosure;
(II) reasons and basis for suspending or exempting disclosure;
(III) the period for delaying disclosure;
(IV) list of insiders of suspended or exempted matters;
(V) written confidentiality commitment of relevant insiders;
(VI) internal approval process of suspended or exempted items, etc.
Article 11 the company shall carefully determine the suspension and exemption of information disclosure, and take effective measures to prevent the disclosure of information suspended or exempted. Insiders who come into contact with the company’s delayed or exempted disclosure of information due to working relationship shall bear the obligation of confidentiality for their informed delayed or exempted disclosure of information, shall not disclose relevant information, and shall not use such information for any insider trading.
Article 12 If the company suspends or exempts the information disclosure in accordance with Articles 4 and 6 of this system, the relevant departments or branches and subsidiaries of the company shall earnestly keep the information confidential and register the insiders in accordance with the Fujian Aonong Biological Technology Group Incorporation Limited(603363) insider registration and filing system, And require insiders to sign a written confidentiality commitment.
Relevant departments or branches and subsidiaries of the company shall continuously track the progress of relevant matters and pay close attention to market rumors and trading fluctuations of the company’s shares and their derivatives. If the information that has been suspended or exempted from disclosure is leaked or there are market rumors, the relevant departments or subsidiaries and branches of the company shall verify the situation in time and report to the Secretary of the board of directors or the office of the board of directors in time.
Article 13 the person in charge of information disclosure and other relevant staff members of the company suspend or exempt the information that does not meet the conditions for suspension or exemption of disclosure stipulated in this system, or commit acts such as suspension or exemption of disclosure in accordance with the relevant provisions of Shanghai Stock Exchange and this system, resulting in heavy losses or impact on the company and investors, The company will investigate the responsibilities of relevant personnel and persons in charge who are directly responsible according to relevant laws and regulations and the company’s management system.
Chapter IV supplementary provisions
Article 14 other matters concerning the suspension and exemption of the company’s information disclosure shall comply with the provisions of the stock listing rules and other relevant business rules of the Shanghai Stock Exchange.
Article 15 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents, the articles of association and the management system of company information disclosure. If the regulatory authorities issue new provisions on the suspension and exemption of information disclosure, their provisions shall prevail.
Article 16 the board of directors of the company shall be responsible for the interpretation and modification of this system. This system shall come into force from the date of deliberation and approval by the board of directors of the company, and the same shall apply to the modification.
Confidentiality undertaking
As an insider of the following information: (hereinafter referred to as “specific information”), I have known the relevant provisions of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (the “company”), such as the articles of association, the management system of company information disclosure and the management system of suspension and exemption of company information disclosure. I hereby undertake:
I will strictly abide by the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shanghai Stock Exchange, the management system of company information disclosure, the management system of suspension and exemption of company information disclosure, the registration and filing system of insiders of the company and other laws and regulations on the management of insiders of inside information According to the relevant provisions of confidentiality obligations, before the disclosure of relevant specific information, I will strictly keep the relevant specific information confidential and will not disclose, report or disseminate such information in any form. I will not use relevant specific information to buy and sell the company’s securities and their derivatives, nor will I instigate or recommend others to buy and sell the company’s securities and their derivatives or seek illegal interests through other means, nor will I carry out insider trading or cooperate with others to manipulate the trading price of the company’s issued securities and their derivatives.
If I violate the above commitments and cause losses to the company or others, I will bear all legal liabilities.
Committed by:
specific date
Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Registration and approval form of information disclosure suspension and exemption
Application time applicant
Application Department
Item type □ state secret □ trade secret □ business sensitive information
Suspension and exemption from disclosure
Reasons and basis for the suspension and exemption of disclosure of the content of the matter and the period of suspension of disclosure
(if applicable) has it been filled in and suspended
Knowledge of exemption matters □ yes □ no relevant insiders yes □ yes □ no list of informants no written commitment to confidentiality
Head of application department
opinion
□ deferred disclosure □ exempted disclosure
Review opinions of the person in charge of the office of the board of directors review by the Secretary of the board of directors
Comments chairman’s approval comments
