Shenzhen Infogem Technologies Co.Ltd(300085)
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 Shenzhen Infogem Technologies Co.Ltd(300085) (hereinafter referred to as “the company”), urge the company to perform the obligation of information disclosure in accordance with the law and protect the legitimate rights and interests of investors, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China This system is formulated in accordance with the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem.
Article 2 this system is applicable to the company’s handling of information disclosure suspension and exemption business in accordance with the Listing Rules of gem shares of Shenzhen Stock Exchange and other relevant business rules of Shenzhen Stock Exchange. Article 3 the company shall disclose the information in case of suspension and exemption as stipulated in the Listing Rules of Shenzhen Stock Exchange gem, and accept the post supervision of Shenzhen Stock Exchange on the suspension and exemption of information disclosure.
Chapter II Scope of information disclosure suspension and exemption
Article 4 where the information to be disclosed by the company belongs to state secrets, trade secrets and other circumstances, and the disclosure or performance of relevant obligations in accordance with the Shenzhen Stock Exchange GEM Listing Rules may lead to its violation of domestic and foreign laws and regulations, improper competition, damage to the interests of the company and investors or mislead investors, it may be exempted from disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 5 where the information to be disclosed by the company is uncertain and belongs to temporary trade secrets, the timely disclosure may damage the interests of the company or mislead investors, and the insider of the relevant insider information has made a written commitment to confidentiality, the company may suspend the disclosure in accordance with the relevant provisions of Shenzhen stock exchange.
Article 6 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 security and interests of the state in the fields of politics, economy, national defense, diplomacy and so on.
The “trade secret” 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 confidential by the obligee, as stipulated in the relevant national anti unfair competition laws and regulations and departmental rules.
Article 7 the information to be suspended or exempted from disclosure shall meet the following conditions:
(I) relevant information has not been leaked;
(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.
The company shall carefully determine the suspension and exemption of information disclosure, and shall not arbitrarily expand the scope of suspension and exemption.
Chapter III Registration and approval procedures for information disclosure suspension and exemption
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, shall not arbitrarily expand the scope of suspension and exemption, and shall not abuse the suspension and exemption procedures to avoid the obligation of information disclosure.
Article 9 the suspension and exemption of information disclosure is a part of the company’s information disclosure affairs. It is under the unified leadership and management of the company’s board of directors, organized and coordinated by the Secretary of the company’s board of directors, and handled and implemented by the office of the company’s board of directors.
Article 10 when relevant departments, subsidiaries and information disclosure obligors of the company report major information or other information that should be disclosed to the office of the board of directors in accordance with the provisions of the company’s information disclosure management system, if they think such information needs to be suspended or exempted from disclosure, they shall submit a written application to the office of the board of directors and be responsible for the authenticity, accuracy and integrity of the materials submitted.
Article 11 after receiving the application, the office of the board of directors shall immediately review whether the relevant information complies with the suspension and exemption of disclosure specified in the securities regulatory provisions, and submit the review opinions to the Secretary of the board of directors, who shall submit the opinions to the chairman of the company for confirmation after review.
Article 12 Where the company decides to suspend or exempt the disclosure of specific information, the Secretary of the board of directors of the company shall be responsible for 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 matters registered by the Secretary of the board of directors 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 insiders of relevant inside information;
(VI) internal approval process for suspension or exemption.
Article 13 Where the disclosure has been suspended or exempted, the relevant business departments, subsidiaries and information disclosure obligors of the company shall do a good job in the confidentiality of the information, cooperate with the office of the board of directors in the registration of insider information, continuously track the progress of relevant matters and report the progress of matters to the office of the board of directors in time. The office of the board of directors shall pay close attention to market rumors and trading fluctuations of the company’s shares and their derivatives.
If the information that has been suspended from disclosure is leaked or there are market rumors, the company shall timely verify the relevant information and disclose it.
If the reasons for the suspension of disclosure have been eliminated, the company shall timely announce the relevant information, and disclose the reasons for the suspension of disclosure of the information and the internal registration and approval of the company.
Chapter IV responsibility and punishment
Article 14 the company establishes a mechanism for holding back and exempting the business responsibility of information disclosure, and suspends and exempts the information that does not belong to the conditions for suspension and exemption of disclosure stipulated in this system, or the information that has been suspended and exempted from disclosure should be disclosed to the outside in time as stipulated in this system, which has a negative impact on the company and investors, The company will investigate the responsibilities of the relevant personnel directly responsible and the person in charge according to the situation.
Chapter V supplementary provisions
Article 15 matters not covered in this system or in conflict with relevant national laws, regulations, normative documents, articles of association and information disclosure management system shall be implemented in accordance with relevant national laws, regulations, normative documents, articles of association and information disclosure management system.
Article 16 the power of interpretation of this system belongs to the board of directors of the company, which shall take effect from the date of deliberation and approval by the board of directors of the company, and the same shall apply when revising.
