360 Security Technology Inc(601360)
Information disclosure suspension and exemption business management system
Chapter I General Provisions
Article 1 in order to regulate the postponement and exemption of information disclosure of 360 Security Technology Inc(601360) (hereinafter referred to as the “company”), urge the company to perform information disclosure business in accordance with the law, and protect the legitimate rights and interests of investors, in accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws, regulations and rules, And 360 Security Technology Inc(601360) articles of Association (hereinafter referred to as the articles of association), 360 Security Technology Inc(601360) information disclosure management system and other provisions, and this system is formulated in combination with the actual situation of the company.
Article 2 this system is applicable to the company handling the business of information disclosure suspension and exemption in accordance with the listing rules, the guidelines for the business of information disclosure suspension and exemption of listed companies of Shanghai Stock Exchange and other relevant business rules of Shanghai Stock Exchange.
Article 3 where the information to be disclosed is subject to the suspension and exemption specified in the stock listing rules and other relevant business rules of Shanghai Stock Exchange, the company and other information disclosers shall make their own prudent judgment and accept the 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 company belongs to trade secrets and business sensitive information, and the disclosure or performance of relevant obligations in accordance with the 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.
Article 5 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 Listing Rules may lead to its violation of laws and regulations or endanger national security, 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:
（1） Relevant information has not been leaked;
（2） Relevant insiders have made a written commitment to confidentiality;
（3） There is no abnormal fluctuation in the trading of the company’s shares and their derivatives.
Chapter III review procedures for suspension and exemption of information disclosure
Article 8 the company shall carefully determine the suspension and exemption of information disclosure, take effective measures to prevent the disclosure of information suspended or exempted, and shall not abuse the suspension and exemption procedures to avoid the obligation of information disclosure.
Article 9 if the company decides to suspend or exempt the disclosure of specific information, the relevant business department or subsidiary shall fill in the approval form for internal registration of information disclosure suspension and exemption business (see Annex), attach relevant information and confidentiality commitments signed by relevant insiders, submit it to the Securities Department of the company, and the Secretary of the board of directors of the company shall be responsible for registration. After being signed and confirmed by the chairman of the company, the Securities Department of the company shall properly file and keep it.
The items registered by the Secretary of the board of directors generally include:
(1) The contents of the matters to be suspended or exempted from disclosure;
(2) Reasons and basis for suspending or exempting disclosure;
(3) The period of suspension of disclosure;
(4) List of insiders of suspended or exempted matters;
(5) Written confidentiality commitment of relevant insiders;
(6) Internal approval process of suspended or exempted items, etc.
Article 10 if 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:
（1） The information delayed or exempted from disclosure is leaked or there are market rumors;
（2） The reasons for the suspension or exemption of disclosure have been eliminated or the time limit has expired;
（3） The trading of the company’s shares and their derivatives fluctuated abnormally.
If the reasons for the suspension or exemption of disclosure have been eliminated or the period 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 responsibility and punishment
Article 11 Where the person in charge of information disclosure and other relevant staff of the company suspend or exempt the information that does not meet the conditions for suspension or exemption of disclosure, or commit other acts in violation of relevant laws and regulations or the company’s management system, resulting in adverse effects on the company and investors, the company will impose penalties in accordance with relevant laws and regulations and the company’s management system as appropriate.
Chapter V supplementary provisions
Article 12 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of Association; In case of any conflict between this system and the laws, regulations, normative documents or the articles of Association issued by the state in the future, the provisions of relevant national laws, regulations, normative documents and the articles of association shall prevail.
Article 13 the board of directors is responsible for the interpretation and revision of this system.
Article 14 this system shall come into force and come into force on the date of deliberation and adoption by the board of directors.
enclosure:
1. Approval form for internal registration of information disclosure suspension and exemption business
2. File registration form of insider information
3. Confidentiality clause
Annex 1 Approval form for internal registration of information disclosure suspension and exemption business
360 Security Technology Inc(601360)
Approval form for internal registration of information disclosure suspension and exemption business
Applicant department / unit applicant
Matters applying for suspension of time or exemption from disclosure
Type of deferred or exempted disclosure □ deferred □ exempted
Reasons and basis for delaying or exempting disclosure whether the list of insiders of the suspended or exempted matters has been filled in (note) whether the relevant insiders have made a written commitment to keep confidential the opinions of the person in charge of the application department and unit, the review opinions of the Secretary of the board of directors and the approval opinions of the chairman note: if you apply for delaying disclosure, please indicate the expected period of delaying disclosure
Annex 2 360 Security Technology Inc(601360) insider file registration form [1]
Preface inside information knowing inside information knowing inside information
ID number, inside information content [3] registration time registration number [5] insider name information time information location information mode [2] [2]
Company abbreviation: 360 Security Technology Inc(601360) Stock Code: 360 Security Technology Inc(601360)
Signature of legal representative: 360 Security Technology Inc(601360) (seal)
[1] The insider information matters shall be recorded one by one, that is, each insider file involves only one insider information matter, and the insider files involved in different insider information matters shall be recorded separately.
[2] Fill in the ways to obtain inside information, including but not limited to meeting, telephone, fax, written report, e-mail, etc.
[3] Fill in the contents of the insider information obtained by each insider, and add additional pages for detailed description as needed.
[4] The stage of filling in the inside information, including negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
[5] 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 3 Confidentiality clause
Confidentiality clause
1. Insiders of inside information have the obligation to keep confidential the inside information they know. Before the disclosure of inside information, without the approval of the board of directors of 360 Security Technology Inc(601360) (hereinafter referred to as “the company”), it is not allowed to disclose, report and transmit the inside information and undisclosed contents of the company to the outside world or specific personnel in any form and by any means. If the documents that must be submitted involve inside information, they can be transmitted and reported to the outside world only after being reviewed and approved by the board of directors and the Secretary of the board of directors of the company.
2. Insiders shall not use the unpublished material information obtained to buy or sell the company’s securities or suggest others to buy or sell the company’s securities.
3. Before the disclosure of the inside information, the insiders of the inside information shall keep the insiders of the information to a minimum, and shall not transmit the magnetic disk, optical disk, USB flash disk, audio recording (video recording), meeting minutes, meeting resolutions and other documents or materials containing the inside information.
4. Insiders who disclose the above-mentioned major information due to improper confidentiality shall immediately notify the company.
5. Insiders shall not use the company’s unpublished material information in relevant documents unless they disclose the information at the same time as the company.
6. Insiders of inside information shall not abuse their position and require the company and its directors, supervisors, senior managers and relevant staff to provide them with inside information.
7. If insiders use the unpublished material information obtained by taking advantage of their position to buy and sell the company’s securities or suggest others to buy and sell the company’s securities, the company will recover their direct or indirect benefits according to law.
8. Insiders shall strictly abide by the above terms. If the company uses the company’s inside information in violation of this system and relevant regulations, resulting in economic losses or improper social impact to the company, the company will require it to bear responsibility according to law.
I solemnly promise to strictly abide by the above confidentiality terms.
Insider signature:
specific date
