Information disclosure suspension and exemption management system
Chapter I General Provisions
Article 1 in order to regulate the postponement and exemption of information disclosure of Apt Medical Inc(688617) (hereinafter referred to as the “company”), and urge the company and relevant information disclosure obligors (hereinafter referred to as the “information disclosure obligors”) to perform their information disclosure obligations in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The Listing Rules of Shanghai Stock Exchange’s Kechuang board (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies on the Kechuang board of Shanghai Stock Exchange No. 1 – standardized operation (hereinafter referred to as the “standardized operation guidelines”) and other laws and regulations Self discipline rules, the Apt Medical Inc(688617) articles of Association (hereinafter referred to as the “articles of association”), the Apt Medical Inc(688617) information disclosure management system (hereinafter referred to as the “information disclosure management system”) and other company systems are formulated in combination with the actual situation of the company.
Article 2 this system is applicable to information disclosure obligors who handle information disclosure suspension and exemption business in accordance with the listing rules and other relevant laws, regulations and normative documents.
Article 3 where the information to be disclosed by the information disclosure obligor is subject to the circumstances that the information disclosure can be suspended or exempted as stipulated in the listing rules and other relevant business rules of Shanghai Stock Exchange, it may not be necessary to apply to Shanghai Stock Exchange, and the information disclosure obligor shall make its own prudent judgment, And accept the ex post supervision of Shanghai Stock Exchange on the suspension and exemption of information disclosure.
Chapter II Scope of suspension and exemption of information disclosure
Article 4 where the information to be disclosed by the information disclosure obligor is uncertain and belongs to temporary trade secrets, business sensitive information, etc., and timely disclosure may lead to unfair competition, damage the interests of the company and investors, or mislead investors, the disclosure system may be suspended.
Article 5 where the information to be disclosed by the information disclosure obligor belongs to state secrets, trade secrets and other circumstances, and the disclosure or performance of relevant obligations in accordance with the Listing Rules may lead to its violation of the laws and regulations on confidentiality of the state system or damage the interests of the listed company and investors, it may be exempted from disclosure.
Article 6 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. 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 national security and interests in the fields of politics, economy, national defense, diplomacy and so on.
Article 7 the information to be suspended or exempted from disclosure shall meet the following conditions:
(I) relevant information has not been leaked;
(II) relevant insiders have made a written commitment to confidentiality;
(III) there is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
Chapter III internal management
Article 8 information disclosure obligors shall carefully determine the suspension and exemption of information disclosure, take effective measures to prevent the disclosure of information suspended or exempted from disclosure, and shall not abuse the suspension and exemption procedures to evade the information disclosure obligations that should be performed.
The person who intends to suspend the disclosure of information or the subsidiary shall fill in the exemption form for the above-mentioned information (Article 9, the person who intends to suspend the approval of the disclosure of information or the relevant business department shall fill in the exemption form for the suspension of the disclosure of information, and the exemption form for the above-mentioned information shall be filled in) The letter of commitment on confidentiality of insiders of suspension and exemption matters (Annex III) filled by insiders of relevant suspension and exemption matters and the attached materials of relevant matters shall be submitted to the Securities Department of the company, which shall be registered by the Secretary of the board of directors of the company, and shall be properly filed and kept by the Securities Department of the company after being signed and confirmed by the chairman of the company. The storage period is ten years. If military confidential matters or information are involved, it shall also be submitted to the person in charge of the confidentiality Office of the company for signature and confirmation before being submitted to the Securities Department of the company.
The contents of registration and archiving 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 on the suspension or exemption of disclosure;
(VI) internal approval process of suspended or exempted items, etc.
Article 10 the internal audit process of delaying and exempting the disclosure of information:
(I) in case of any matter of suspension or exemption from disclosure described in this system, the relevant person in charge (or designated counterpart) shall submit the application documents for suspension or exemption of information disclosure with relevant information to the office of the board of directors of the company at the first time;
(II) the office of the board of directors shall submit the above materials to the Secretary of the board of directors for review and approval, and then submit them to the chairman for approval;
(III) if the chairman approves and agrees to suspend or exempt the disclosure of specific information, the information shall be suspended or exempted from disclosure after signing and confirming on the application document, and the relevant materials shall be properly filed and kept by the office of the board of directors;
(IV) if the application for suspension or exemption of disclosure has not been examined and approved by the Secretary of the board of directors or the chairman of the board of directors, the company shall disclose it in time in accordance with the provisions of the securities regulatory regulations and the company’s information disclosure management system.
Article 11 Where any of the following circumstances occurs to the information that has been suspended or exempted from disclosure, the company shall timely verify the relevant information and disclose it to the public:
(I) the information that is suspended or exempted from disclosure is leaked or there are market rumors;
(II) the reasons for the suspension or exemption of disclosure have been eliminated or the time limit has expired;
(III) abnormal fluctuations in the trading of the company’s shares and their derivatives.
(IV) if the reasons for the suspension or exemption of disclosure have been eliminated or the time limit has expired, the company shall timely announce the relevant information and disclose the reasons for the suspension or exemption of disclosure of the information, the internal registration review of the company, etc.
Chapter IV accountability
Article 12 the company establishes the accountability mechanism for the suspension and exemption of information disclosure. For the suspension and exemption that do not comply with the above provisions, or the suspension and exemption of disclosure in accordance with relevant laws, regulations and the system, the company In case of adverse impact or loss to investors, the company will, according to relevant laws and regulations and the provisions of the company’s management system,
Take corresponding disciplinary measures against the relevant personnel directly responsible and the person in charge; For the economic losses caused to the company, the company has the right to require the relevant responsible person to bear appropriate compensation liability.
Article 13 the company reserves the right to investigate the liability of consultants, staff of intermediary institutions and related persons employed by the company who disclose the company’s information without authorization and cause losses to the company.
Chapter V supplementary provisions
Article 14 other matters concerning the suspension and exemption of the company’s information disclosure shall comply with the listing rules and other relevant business rules of Shanghai Stock Exchange.
Article 15 matters not covered in this system shall be implemented in accordance with the securities law, listing rules and other relevant laws, regulations, self-discipline rules and the company’s information disclosure management system.
In case of any conflict between the provisions on the suspension and exemption of information disclosure in other systems of the company and this system, this system shall prevail.
Article 16 the system shall be interpreted and revised by the board of directors of the company. Article 17 this system shall come into force after being deliberated and approved by the board of directors of the company.
Annex I:
Approval form for internal registration of information disclosure suspension or exemption business
Suspension or exemption from disclosure
term
Application time applicant
Application department registration reason □ suspension □ exemption
The original information that has been suspended or exempted from disclosure belongs to temporary trade secrets and business sensitive information, so the disclosure is applied for suspension; Application for exemption from disclosure because and basis □ belong to state secrets and legal trade secrets;
□ others (please specify):
Period of deferred disclosure (e.g
(applicable)
Whether the suspension or exemption has been filled in □ yes □ no whether the relevant insiders have done it □ yes □ no
A written confidentiality commitment shall be made in the registration form of insiders of exemption matters
Whether relevant information has not been disclosed about the company’s shares and their derivatives
Open □ yes □ no whether the transaction has not occurred □ yes □ no
Abnormal fluctuation
Confirmed by the head of the application department
sign
Signature: Date:
Signature of head of confidentiality Office
Words (if applicable)
Signature: Date:
Review opinions of the Secretary of the board of directors
Signature: Date:
Chairman’s approval opinions
Signature: Date:
remarks
Annex II:
Apt Medical Inc(688617)
Registration form of insiders of suspension or exemption
The relationship between the unit / unit where the person’s surname is / the unit where the person’s surname is and the public job ID card or other identity insider information is located, the way of knowing the information, the department or department where the person’s name or name is registered when the content of insider information is registered (Note 1) / the stage time of job ID number (Note 2) (Note 3) (Note 4)
Note 1: if the insider is a company, it should be the company’s shareholder, actual controller, related person, purchaser, counterparty, etc; If the insider is a natural person, the Department and position of the affiliated unit shall also be filled in. Note 2: the methods of filling in and reporting information, including but not limited to meeting, telephone, fax, written report, e-mail, etc. Note 3: fill in the contents of the insider information obtained by each insider, and add additional pages for detailed description as needed. Note 4: in case of company registration, fill in the name of the company registrant; In case of company summary, keep the name of the original registrant in the summary form.
Annex III:
Apt Medical Inc(688617)
Confidentiality commitment letter of insiders on suspension and exemption matters
My (my) Name:
ID card or passport number:
As Apt Medical Inc(688617) (hereinafter referred to as “the company”)
The insider of the matter, I declare and promise as follows:
1. I (the unit) clearly know the contents of the company’s management system for information disclosure suspension and exemption and strictly abide by it
