Board of directors of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Description of confidentiality measures and systems adopted for major asset restructuring Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as “the company”) plans to transfer 100% equity of nqm gold 2 Pty Ltd held by its subsidiary CQT holdings Pty Limited to Shandong Yulong Gold Co.Ltd(601028) subsidiary yurain gold Pty Ltd (hereinafter referred to as “the transaction”), which constitutes a major asset restructuring.
The listed company and the counterparty have taken necessary and sufficient confidentiality measures for this reorganization, formulated a strict and effective confidentiality system, and strictly limited the scope of relevant information. The details of the confidentiality measures and systems adopted by the listed company for this reorganization are as follows:
1. On October 9, 2021, the company disclosed the suggestive announcement on the company’s planning for major asset restructuring and the signing of intention agreements by subsidiaries. During the period, the company, the counterparty and the target company strictly control the scope of insiders of relevant insider information to ensure that the insider information is within the controllable range. The personnel who know the information are required to strictly follow the relevant confidentiality system, perform the confidentiality obligation, not disclose or disclose the information before the disclosure of insider information, nor use the information for insider trading.
2. In order to successfully complete the reorganization, the listed company hired relevant intermediaries and signed a confidentiality agreement to clarify the confidentiality content, scope and liability for breach of contract of all parties, so as to effectively ensure that the insider information of the reorganization will not be disclosed.
3. Before the public disclosure of inside information according to law, the company strictly controls the scope of insiders of inside information, and establishes files of insiders of inside information and makes process memos of major events in accordance with the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of inside information of listed companies and other relevant provisions.
4. During the restructuring, the relevant subjects of the transaction strictly abide by the provisions of the confidentiality system. The company has taken measures to strengthen legal education, improve ideological understanding and prevent accidents for relevant personnel who have been exposed to relevant information to varying degrees due to the promotion of reorganization, so as to effectively keep information confidential. The major information shall be submitted and kept by a specially assigned person. Through the above effective measures, the personnel who have no access to the information related to this reorganization cannot know the specific circumstances, and the information related to this reorganization shall be controlled to a minimum before public disclosure.
To sum up, the company has taken necessary measures to prevent the disclosure of confidential information. All insiders of relevant insider information strictly abide by the obligation of confidentiality, and there is no case of trading with insider information.
It is hereby explained.
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Board of directors
May 20, 2022
