Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
Information disclosure suspension and exemption business management system
(revised in 2022)
Chapter I General Provisions
Article 1 in order to regulate the suspension and exemption of information disclosure of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as “the company”), urge the company to fulfill its obligation of information disclosure in accordance with the law and protect the legitimate rights and interests of investors, This system is hereby formulated in accordance with the provisions of the securities law, the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the articles of association, the management system of company information disclosure and so on. 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 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.
Chapter II Scope of suspension and exemption of information disclosure
Article 4 where the information to be disclosed by the company and relevant information disclosure obligors 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 where the information to be disclosed by the company and relevant information disclosure obligors 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 its violation of laws and regulations or endanger national security, it may be exempted from disclosure in accordance with the relevant provisions of Shanghai Stock Exchange.
Article 6 The term “trade secrets” as mentioned in this system refers to the technical information and business information that are not known to the public, can bring economic benefits to the obligee, practical and subject to confidentiality measures taken by the obligee.
The “state secrets” mentioned in this system refer to the information that is related to national security and interests, determined according to 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 that the information disclosure obligor handles the suspension or exemption of disclosure shall meet the following conditions:
(I) relevant information has not been leaked;
(II) relevant insiders have made a written commitment to confidentiality;
If the reasons for the suspension or exemption of disclosure have been eliminated, the company shall disclose relevant information in time, and explain the reasons for the failure to disclose in time, 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 paragraph 1 of this article and articles 4 and 5 of this system, the company shall timely perform information disclosure and relevant obligations.
Chapter III Registration and approval process of suspending and exempting disclosure of information
Article 8 under the leadership of the board of directors, the Secretary of the board of directors of the company 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 handling the suspension and exemption of information disclosure. Article 9 when the relevant business departments (branches and subsidiaries) of the company have information that can be suspended and exempted as specified in Chapter II, they shall perform the following internal approval procedures:
(I) relevant business departments (branches and subsidiaries) shall timely fill in the approval form for internal registration of information disclosure suspension or exemption (see Annex 1, hereinafter referred to as the approval form), and submit the approval form signed by the person in charge of the Department (branches and subsidiaries) and the written materials related to the suspension or exemption to the office of the board of directors of the company. The submitting institution shall be responsible for the authenticity, accuracy, completeness and timeliness of its contents; (II) the Secretary of the board of directors and the president of the company shall approve whether the information to be suspended or exempted from disclosure meets the conditions for suspension or exemption, and sign opinions in the approval form;
(III) the chairman of the company shall make final approval 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, it shall establish an account for the suspension and exemption of disclosure of information, and the Secretary of the board of directors shall organize the registration of the processing of such information, which shall be properly filed by the office of the board of directors. The contents of registration mainly 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 confidential documents of relevant insiders;
(VI) internal approval process of suspended or exempted items, etc.
Article 11 Where the company intends to suspend or exempt the disclosure of specific information, the directors, supervisors, senior managers, relevant business departments and other insiders of the company shall earnestly keep the information confidential and register the insiders of inside information in accordance with the requirements of the company’s insider registration management system, Written confidentiality commitment signed by relevant insiders (see Annex 2).
Article 12 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.
Directors, supervisors, senior managers and other informed persons of the company shall earnestly perform the obligation of information confidentiality to prevent the disclosure of the above information.
If relevant personnel need to consult the Shanghai Stock Exchange on the company’s suspension and exemption information, they shall submit it to the Shanghai Stock Exchange in the non trading period after the closing of the day at 15:00. Relevant personnel can consult on the understanding of relevant business rules and policies, business handling processes, etc., but pay attention not to disclose the specific contents of the matters to be suspended and exempted in the consultation process.
Article 13 the company shall timely disclose the information that has been suspended or exempted from disclosure under any of the following circumstances:
(I) the information that is suspended or exempted from disclosure is leaked or there are market rumors;
(II) the reasons for the suspension and exemption of disclosure have been eliminated;
(III) causing abnormal fluctuations in the trading of the company’s shares and their derivatives.
Chapter IV accountability
Article 14 Where the relevant responsible person suspends or exempts the information that does not meet the conditions for suspension or exemption of disclosure, or fails to handle the business of suspension or exemption of disclosure in accordance with the provisions of this system, resulting in adverse effects or losses to the company and investors, The company will take corresponding disciplinary measures against relevant responsible persons according to relevant laws and regulations and the provisions of the company’s management system.
Chapter V supplementary provisions
Article 15 other matters concerning the suspension and exemption of business shall comply with the provisions of the stock listing rules and other relevant business rules of the Shanghai Stock Exchange.
Article 16 if there are any provisions in other relevant information disclosure systems of the company involving the suspension and exemption of information disclosure that are inconsistent with this system, this system shall prevail.
Article 17 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, departmental rules, relevant rules of Shanghai Stock Exchange and relevant information disclosure systems of the company.
Article 18 the system shall be interpreted and revised by the board of directors of the company. The system shall come into force from the date of deliberation and approval by the board of directors of the company.
enclosure:
1. Approval form for internal registration of information disclosure suspension or exemption
2. Confidentiality commitment letter of insiders on information disclosure suspension or exemption
3. Registration form for insiders of information disclosure suspension or exemption
Attachment: 1
Approval form for internal registration of information disclosure suspension or exemption
Deferred disclosure □ exempt disclosure □
Application department / (branch, subsidiary) Applicant
Contents of matters to be suspended or exempted from disclosure reasons and basis for suspension or exemption of disclosure period of suspension of disclosure list of business insiders
Whether the list of business insiders has been filled in yes □ no □
Whether business insiders have made written confidentiality yes □ no □
Opinions of the person in charge of the commitment application department (branches and subsidiaries), review opinions of the Secretary of the board of directors, review opinions of the president of the company, review opinions of the chairman of the company
1. Written documents and necessary attachments shall be submitted to apply for suspension or exemption of information disclosure
2. If the approved information disclosure is suspended or exempted from business, the business insider shall sign a written confidentiality commitment letter
Information disclosure suspension or exemption insider confidentiality commitment letter
I (ID number:) as the insider of Beihai’s Jinyu Bio-Technology Co.Ltd(600201) , Ltd. (hereinafter referred to as “company”), I declare and undertake the following:
1. I clearly know and abide by the company’s “information disclosure suspension and exemption business management system”; 2. As an insider of the company’s suspension and exemption from disclosure, I have the obligation of information confidentiality. Before the reasons for the suspension and exemption from disclosure are eliminated and the period expires, I promise not to disclose the information, not to buy or sell the company’s shares, and not to recommend others to buy or sell the company’s shares;
3. As the insider of the company’s suspended or exempted disclosure matters, I have the obligation to actively fill in the company’s “registration form of insiders of information disclosure suspended or exempted matters” and other documents from the date of learning about the company’s suspended or exempted disclosure matters, and report them to the office of the board of directors of the company for filing;
4. If the company suspends or exempts the disclosure due to my improper confidentiality, I am willing to bear the corresponding legal responsibility.
Committed by:
Signed on:
Registration form for insiders of information disclosure suspension or exemption
Deferred disclosure □ exempt disclosure □
Suspension or exemption of disclosure registration department
Contents of matters
Registration time registrant
Serial number insider name certificate number Department / position information time information place information method
