Code of conduct for directors, senior managers and other relevant entities of Ningbo Menohua Pharmaceutical Co., Ltd. in releasing information to the outside world
Ningbo Menohua Pharmaceutical Co., Ltd.
Code of conduct for directors, senior managers and other relevant entities in releasing information to the outside world
Article 1 In order to regulate the information release behavior of directors, senior managers and other relevant entities of Ningbo Menohua Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") and strengthen the management of information disclosure affairs, this system is formulated in accordance with the "Information Disclosure Management Measures for Listed Companies" and other laws and regulations and the "Information Disclosure Management System of Ningbo Menohua Pharmaceutical Co., Ltd.".
Article 2 The information referred to in this system refers to all information that may have an impact on the company's stock trading price and is intended to be disclosed but has not yet been disclosed, including but not limited to information involved in regular reports, temporary announcements, financial bulletins, statistical data, major matters requiring approval, etc. Not yet public means that the company has not yet been officially disclosed in the listed company information disclosure publications or websites designated by the China Securities Regulatory Commission.
Article 3 The company's information disclosure work is under the unified leadership and management of the board of directors, and the secretary of the board of directors is responsible for handling the company's information disclosure and other related matters.
Article 4 The company’s directors and senior managers shall perform their duties faithfully and diligently to ensure that the disclosed information is true, accurate and complete, and that the information disclosed is timely and fair.
Article 5 The company’s directors, senior managers and other relevant entities shall comply with the requirements of the company’s information disclosure internal control system and perform necessary delivery, review and disclosure processes for the company’s regular reports and major matters.
Article 6 The application, review and issuance process for the release of external publicity documents by the company's directors, senior managers and other relevant entities is as follows: Documents that need to be issued externally should be submitted to the Securities Affairs Department and released after being reviewed and issued by the Secretary of the Board of Directors with written opinions.
Article 7 The company shall establish an insider system. Directors and senior managers, as insiders of inside information, shall be responsible for keeping confidential the information they know before the company information is released, and shall not disclose such information to a third party before it is publicly disclosed. The company's directors, senior managers and other relevant confidential personnel have the obligation to maintain confidentiality during the preparation of periodic reports and the planning of major company events. Before the regular reports and interim reports are released, the contents of the regular reports and interim reports shall not be leaked to the outside world or specific persons in any form or by any means, including but not limited to performance symposiums, analyst meetings, investor research interviews, etc. Before the company officially discloses the relevant information, the company and its directors and senior managers shall not disclose the company's undisclosed major information in any way, and shall not engage in insider trading, market manipulation or other fraudulent activities.
Article 8 Directors and senior managers of the company shall not disclose to the outside the contents of regular reports and temporary announcements that the company should disclose but has not yet disclosed in any form such as press releases or answering questions from reporters.
Article 9 Without written authorization from the board of directors, directors, senior managers and other relevant entities shall not release or disclose to shareholders and the media information that has not been publicly disclosed by the company on behalf of the company or the board of directors.
Article 10 When the company's audit committee needs to disclose information to the outside through the media, it must hand over the resolution of the audit committee on the incident to be disclosed and the relevant attachments describing the disclosure matters to the secretary of the board of directors to handle the specific disclosure matters.
Article 11 The controlling shareholders, actual controllers and relevant personnel of a company shall not provide or disseminate undisclosed material information related to the company, or provide or disseminate false information, make misleading statements, etc. when accepting media interviews and investor surveys, or communicating with other institutions and individuals. The company's controlling shareholders and actual controllers shall standardize the release of information related to the company in accordance with the requirements of this system.
Article 12 The company shall refuse to submit requests for annual statistical statements from external units that are not based on laws and regulations. If the company is required to submit a report in accordance with the requirements of laws and regulations, the relevant personnel of the external unit who submitted the report need to be registered as insiders for future reference. Before the relevant departments of the company submit information to the outside world in accordance with the requirements of laws and regulations, the handling personnel should fill in the "External Information Submission Approval Form" (attachment), which can only be submitted to the outside world after being reviewed and approved by the department head and approved by the secretary of the board of directors.
Article 13 When the relevant departments of the company submit information to the outside world, the handling personnel shall remind the relevant personnel of the submitting external unit in writing to fulfill their confidentiality obligations.
Article 14 External units or individuals shall not disclose the company's undisclosed major information reported in accordance with laws and regulations, and shall not use the undisclosed major information obtained to buy or sell the company's securities or recommend others to buy or sell the company's securities. External units or individuals may not use undisclosed material information reported by the company in relevant documents at any time before the company publicly discloses the information. Exceptions will be made if, upon review by the company, it is deemed acceptable for external reporting.
Article 15 All departments of the company and its holding subsidiaries should strictly implement the relevant provisions of this system, and at the same time urge external units or individuals to comply with the relevant provisions of this system. If the information submitted by the company is used in violation of this system and relevant regulations, causing the company to suffer economic losses, the company will require the company to bear compensation liability in accordance with the law; if the undisclosed information obtained is used to buy and sell the company's securities or recommend others to buy and sell the company's securities, the company will recover the proceeds in accordance with the law; if a crime is suspected, the case shall be transferred to the judicial authority for handling.
Article 16 If there are no provisions in this system, the provisions of relevant laws, administrative regulations and normative documents and the provisions of the Articles of Association shall apply. If this system conflicts with laws, administrative regulations, normative documents and the Articles of Association, the laws, administrative regulations, normative documents and the Articles of Association shall prevail.
Article 17 The Board of Directors is responsible for interpreting this system.
Article 18 This system shall be formulated and modified by the information disclosure management department and shall come into effect upon review and approval by the company's board of directors.
Ningbo Menohua Pharmaceutical Co., Ltd.
August 2025
Attachments:
External information submission approval form
Submit information to units and departments
Units and departments receiving information
Information content and person in charge of external submissions
Person in charge (signature):
year month day
Review opinions of department heads
Department head (signature):
year month day
Review opinions of the Board Secretary
Secretary of the Board of Directors (signature):
year month day