Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Information management system for external submission
(April 2022)
Chapter I General Provisions
Article 1 in order to further strengthen the management of the users of external information during the preparation, deliberation and disclosure of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”) regular reports, interim reports and major matters, standardize the management of external information submission, ensure fair information disclosure, and eliminate the disclosure of insider information, insider trading and other illegal acts, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the articles of association of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) company (hereinafter referred to as the articles of association), the management system of information disclosure affairs, the registration system of insiders and other relevant provisions, in combination with the actual situation of the company, Formulate this system.
Article 2 the scope of application of this system includes the company and its subordinate departments, wholly-owned or holding subsidiaries, the directors, supervisors, senior managers and other relevant personnel of the company, and the external units or individuals involved in the information submitted by the company.
Article 3 the information mentioned in this system refers to the following contents, including but not limited to:
(I) important information that may have a great impact on the trading price of the company’s shares and derivatives as specified in the company’s insider registration system and information disclosure management system.
(II) information related to the company’s operation and management, operation and decision-making, but not qualified for public disclosure, or information related to trade secrets and having a significant impact on the company’s interests and brand image, including but not limited to investment information, financial information, technical information, internal control information, human resources information, brand information, etc.
(III) other information specified in the information disclosure management system and the insider registration system.
Chapter II Administration of external information submission
Article 4 the directors, supervisors, senior managers and other relevant personnel of the company shall comply with the requirements of laws, regulations and systems related to information disclosure, and perform the necessary transmission, review and disclosure processes for the company’s regular reports, interim reports and major matters in accordance with the requirements of the information disclosure management system.
Article 5 the directors, supervisors, senior managers and other relevant personnel of the company shall have the obligation of confidentiality before the formal public disclosure of regular reports and interim reports and during the planning and negotiation of major matters of the company, and shall not disclose relevant information to any other unit or individual.
Before the formal public disclosure of the regular report and interim report, the company and its directors, supervisors, senior managers and other relevant personnel shall not disclose the contents of the regular report and interim report to the outside world or specific personnel in any form and by any means (including but not limited to performance presentation meeting, analyst meeting, accepting investor research discussion, etc.).
Article 6 before the company publicly discloses its periodic reports, the company shall not submit relevant statistical statements and other materials to external units without laws and regulations in advance.
The company shall refuse to submit the requirements of external units that have no legal and regulatory basis, such as submitting relevant statistical statements.
Article 7 where the company submits information related to periodic reports to specific users of external information in accordance with laws and regulations, the provision time shall not be earlier than the disclosure time of the company’s performance express, and the disclosure content of periodic reports shall not be less than the information provided to users of external information.
Article 8 where the company submits statistical statements and other materials to relevant government departments or other external units in accordance with the provisions of laws and regulations on statistics, tax collection and management, or the company really needs to provide the other party with the company’s undisclosed major information due to special circumstances when applying for credit, loans, financing, business negotiations and other matters, the relevant submission procedures shall be performed in accordance with Article 9 of the system.
Article 9 the company shall take the unpublished material information submitted to the outside as inside information. When the relevant units and individuals of the company submit the unpublished material information to the outside in accordance with the requirements of laws and regulations, they shall perform the following submission procedures:
(I) the handling personnel shall fill in the approval form for external information submission, which shall be reviewed by the person in charge of the relevant unit, the leader in charge of the company, the Secretary of the board of directors and approved by the legal representative. (II) the handling personnel shall provide the receiving party with a confidentiality reminder letter, and give a written reminder to the external units and relevant personnel submitting it to earnestly perform the confidentiality obligations and the obligations of prohibiting insider trading conferred by relevant laws and regulations.
(III) the receiving party shall sign the confidentiality commitment letter and fill in the registration form of insiders.
(IV) for units that regularly submit routine information, they can be required to fill in the registration form of insiders and issue a one-time confidentiality commitment letter by means of one-time reporting; For other matters to be submitted, the method of “one case, one report” shall be adopted.
Article 10 the confidentiality reminder letter issued to the user of external information, the registration and filing form of insider information signed by the user of external information, the confidentiality commitment letter and other materials shall be kept by the Securities Department of the company for a period of 10 years.
Article 11 before the company announces relevant information in accordance with legal procedures, external units or individuals shall not disclose the undisclosed material information of the company they know in any way, nor use the undisclosed material information to buy and sell the company’s securities or suggest others to buy and sell the company’s securities.
Article 12 If the documents, materials, reports and other materials produced by external units or individuals or transmitted internally involve the company’s undisclosed major information, external units or individuals shall take effective measures to limit the scope of information insiders and urge relevant information insiders to abide by the obligations of confidentiality and prohibition of insider trading.
Article 13 external units or individuals shall not use the company’s unpublished material information in the documents they submit or publicly disclose, unless the company publicly discloses or has publicly disclosed the information at the same time.
Article 14 If the company’s unpublished information is leaked due to improper confidentiality of external units or individuals and their staff, they shall immediately notify the company.
Article 15 If an external unit or individual uses the unpublished material information submitted by the company in violation of regulations, resulting in economic losses to the company, the company has the right to require it to bear the liability for compensation; If an external unit or individual purchases or sells the company’s securities or suggests others to buy or sell the company’s securities by using the company’s undisclosed material information known to him, the company shall timely report to the securities regulatory authority and investigate his legal responsibility. If an external unit or individual is suspected of constituting a crime, the company shall transfer it to the judicial authority for handling.
Chapter III supplementary provisions
Article 16 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict with the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the amendment shall be immediately submitted to the board of directors for deliberation and approval.
Article 17 the system shall be formulated, modified and interpreted by the board of directors of the company, and shall come into force after being reviewed and approved by the board of directors of the company.
