Henan Liliang Diamond Co.Ltd(301071)
Internal management system of information disclosure suspension and exemption business
Chapter I General Provisions
Article 1 in order to regulate the information disclosure and exemption of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company” or “the company”), ensure that the company and relevant information disclosure obligors (hereinafter referred to as “information disclosure obligors”) perform their 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, Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the stock listing rules), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies (hereinafter referred to as the standardized operation guidelines) and other relevant laws, regulations and departmental rules Normative documents and Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions are formulated in combination with the actual situation of the company.
Article 2 where the information to be disclosed by the company is subject to the suspension or exemption specified in the stock listing rules and the standardized operation guidelines, the company shall carefully determine the suspension or exemption of information disclosure. Information that does not meet the conditions for suspension or exemption of disclosure shall be disclosed in a timely manner.
Article 3 the scope of application of this system includes the company, its subordinate departments, branches, subsidiaries and branches.
Chapter II Application and conditions
Article 4 where the information to be disclosed by the company is uncertain and belongs to temporary trade secrets, and timely disclosure may damage the interests of the company or mislead investors, the disclosure may be postponed in accordance with the stock listing rules, the guidelines for standardized operation and the relevant provisions of Shenzhen Stock Exchange.
Article 5 the information to be disclosed by the company belongs to state secrets, trade secrets or other circumstances recognized by Shenzhen Stock Exchange, and the disclosure or performance of relevant obligations in accordance with the stock listing rules and standardized operation guidelines may lead to its violation of domestic and foreign laws and regulations, improper competition, damage the interests of the company and investors or mislead investors, The company may exempt disclosure in accordance with this system.
The term “state secrets” as mentioned in this system refers to information related to national security and interests, determined in accordance with legal procedures, known only to a certain range of personnel within a certain period of time, and may damage the national security and interests in the fields of politics, economy, national defense, diplomacy and so on.
The “trade secret” mentioned in this system refers to the technical information, business information and other business information that is not known to the public, has commercial value and has been kept confidential by the obligee.
Article 6 where the information to be disclosed by the company is uncertain, belongs to temporary trade secrets or other circumstances recognized by Shenzhen Stock Exchange, timely disclosure may harm the interests of the company or mislead investors, and meets the following conditions, the disclosure may be postponed:
(I) the information to be disclosed is not disclosed;
(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 the board of directors of the company is responsible for the establishment, improvement and effective implementation of this system.
Chapter III internal approval procedures for suspension and exemption of information disclosure
Article 8 the company shall make a prudent judgment on whether the information to be suspended or exempted from disclosure meets the conditions for suspension or exemption from disclosure, and shall not abuse the suspension or exemption procedures to avoid the information disclosure obligations that should be performed.
Article 9 if the matter belongs to the information that needs to be suspended or exempted from disclosure, in principle, it needs to be deliberated and approved by the board of directors to form a resolution on the suspension and exemption of disclosure in writing. The Secretary of the board of directors of the company shall be responsible for registration in accordance with the requirements of the internal registration approval form for the suspension and exemption of information disclosure, which shall be signed and confirmed by the chairman of the company, It shall be properly filed and kept by the office of the board of directors. In case of special circumstances, the Secretary of the board of directors of the company may be directly responsible for the registration, which shall be properly filed and kept by the office of the board of directors after being signed and confirmed by the chairman of the company.
The items registered by the Secretary of the board of directors generally include:
(I) information content that is 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.
The company shall take effective measures to prevent the disclosure of information suspended or exempted from disclosure, ensure that personnel who may contact the information to be suspended or exempted from disclosure strictly abide by the obligation of confidentiality, and shall not use such information for any insider trading. Article 10 if the information that has been suspended or exempted from disclosure is indeed difficult to keep confidential, has been leaked or there are market rumors, the company shall immediately verify and disclose the progress of the planning of relevant matters. If the reasons for the suspension or exemption of disclosure have been eliminated, the company shall timely announce the relevant information and disclose the reasons for the suspension or exemption of disclosure of the information, as well as the internal registration and approval of the company.
Chapter IV punishment mechanism
Article 11 the company shall establish a business responsibility investigation mechanism for information disclosure suspension and exemption, and suspend or exempt the information that does not meet the conditions for suspension and exemption of disclosure specified in this system, or the information that has been suspended or exempted from disclosure fails to be disclosed in time due to the circumstances that should be disclosed in time specified in this system, Bring adverse effects and losses to the company and investors,
Chapter V supplementary provisions
Article 12 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association.
After the implementation of this system, if there are other provisions in relevant national laws and regulations and the CSRC, such provisions shall prevail.
Article 13 the system shall be formulated, modified and interpreted by the board of directors.
Article 14 the 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 modification.
Henan Liliang Diamond Co.Ltd(301071) February 25, 2022
