Information disclosure suspension and exemption management system (draft)
(Applicable after H shares are issued and listed)
Chapter 1 General Provisions
Article 1 In order to regulate the suspension and exemption of information disclosure by Yuekang Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company") and other information disclosure obligors, strengthen the supervision of information disclosure, and protect the legitimate rights and interests of investors, in accordance with the "Law of the People's Republic of China on Safeguarding State Secrets", the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the "Measures for the Administration of Information Disclosure of Listed Companies", the "Suspension and Exemption of Information Disclosure of Listed Companies" This system is formulated based on the actual situation of the company, including relevant laws and regulations such as "Exemption Management Provisions", "Securities Listing Rules of The Stock Exchange of Hong Kong Limited" and other relevant laws and regulations, the securities regulatory rules of the place where the company's shares are listed, and the "Articles of Association of Yuekang Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Articles of Association"), the "Information Disclosure Management System of Yuekang Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Information Disclosure Management System").
Article 2 This system shall apply to companies and other information disclosure obligors that suspend or exempt from the disclosure of temporary reports, and exempt from disclosure in regular reports and temporary reports that are stipulated or required to be disclosed by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") and the Shanghai Stock Exchange or the securities regulatory rules of the place where the company's stocks are listed.
Article 3 Companies and other information disclosure obligors shall disclose information truthfully, accurately, completely, timely and fairly, and may not abuse suspension or exemption from disclosure to avoid information disclosure obligations or mislead investors, or engage in illegal activities such as insider trading and market manipulation.
Chapter 2 Scope of Suspension and Exemption from Disclosure of Information
Article 4 Companies and other information disclosure obligors shall prudently determine information disclosure suspensions and exemptions and implement them after performing internal review procedures.
In principle, the scope of suspended or exempted matters should be consistent with that when the company's shares were first listed on the stock exchange. If it is planned to add suspended or exempted disclosure matters after listing, there should be solid and sufficient evidence.
Article 5 Companies and other information disclosure obligors are exempt from disclosure in accordance with the law if they have solid and sufficient evidence to prove that the information to be disclosed involves state secrets or other matters whose disclosure may lead to violations of state confidentiality regulations and management requirements (hereinafter collectively referred to as "state secrets").
Article 6 Companies and other information disclosure obligors have the obligation to keep state secrets. They are not allowed to disclose state secrets through information disclosure, investor interactive Q&A, press releases, interviews, or any other form. They are not allowed to conduct business promotions in the name of confidential information.
The company's chairman and board secretary should enhance the legal awareness of protecting state secrets and ensure that the disclosed information does not violate state confidentiality regulations.
Article 7 If the information to be disclosed by the company and other information disclosure obligors involves business secrets or confidential business information (hereinafter collectively referred to as "business secrets"), if it meets one of the following circumstances and has not been made public or leaked, the disclosure may be postponed or exempted:
(1) It is core technical information, etc., which may lead to unfair competition after disclosure;
(2) It belongs to the company's own business information, customers, suppliers and other other people's business information, which may infringe the company's or others' business secrets or seriously damage the interests of the company or others after disclosure.
of;
(3) Other circumstances that may seriously damage the interests of the company and others after disclosure.
Article 8 If the relevant information in the periodic report to be disclosed by the company involves state secrets or commercial secrets, it may be exempted from disclosure of this part of the information by using anonymity, summarizing, or concealing key information, etc.
If the relevant information in the interim report to be disclosed by the company and other information disclosure obligors involves state secrets or commercial secrets, it can be exempted from disclosure of this part of the information by using anonymity, summary summary or concealment of key information; if there is still a risk of leakage after the disclosure using the above methods, the interim report can be exempted from disclosure in accordance with relevant regulations.
If a company and other information disclosure obligors postpone the disclosure of an interim report or relevant contents in an interim report, they shall disclose it in a timely manner after the reasons for the postponement of disclosure are eliminated, and at the same time explain the main reasons for identifying the information as a trade secret, internal review procedures, and the purchase and sale of securities by relevant insiders during the period of postponement of disclosure, etc.
Chapter 3 Suspension or Exemption of Information Disclosure Review Procedures
Article 9 Companies and other information disclosure obligors shall prudently determine matters subject to suspension or exemption of information disclosure, and take effective measures to prevent the leakage of information suspended or exempted from disclosure. They shall not abuse suspension or exemption procedures to avoid the information disclosure obligations that should be fulfilled.
If the company and other information disclosure obligors plan to suspend or exempt specific information from disclosure, they should fill out the "Information Disclosure Suspension and Exemption Business Processing Approval Form" (Appendix 1) and the "Informant Registration Form for Information Disclosure Suspension and Exemption Matters" (Attachment 2) and submit the relevant materials to the company's Securities Affairs Department. The secretary of the company's board of directors will promptly register and file it, and it will be signed and confirmed by the company chairman. At the same time, the "Information Disclosure Suspension and Exemption Matters Confidentiality Commitment Letter" (Attachment 3) should be filled out. The relevant materials will be properly kept by the Securities Affairs Department.
The relevant information registered shall include the following matters:
(1) Methods of exemption from disclosure, including exemption from disclosure of temporary reports and exemption from disclosure of periodic reports
Or the relevant content in the interim report, etc.;
(2) Types of documents involved in exemption from disclosure, including annual reports, semi-annual reports, quarterly reports
reports, interim reports, etc.;
(3) Types of information exempt from disclosure, including major transactions and daily transactions in interim reports
Or related transactions, names of customers, suppliers, etc. in the annual report;
(4) Internal audit procedures;
(5) Other matters that the company deems necessary to register.
If disclosure is suspended or exempted due to the involvement of trade secrets, in addition to promptly registering the matters stipulated in the preceding paragraph, it is also necessary to register whether the relevant information has been disclosed through other means, the main reasons for identifying it as a trade secret, the possible impact of disclosure on the company or others, the list of insiders of inside information, and other matters.
Article 10 Internal review process for suspending or exempting disclosure of information:
(1) When matters that are suspended or exempted from disclosure as described in this system occur, the relevant business department or
Subsidiaries should report relevant information to the company's securities affairs department as soon as possible;
(2) After the Securities Affairs Department submits the above materials or information to the Secretary of the Board of Directors for review and approval, it will be reported to
Approval by the chairman;
(3) If the chairman of the board approves and decides to suspend or exempt specific information from disclosure, after signing and confirming the application documents, the information will be suspended or exempted from disclosure, and the relevant information will be provided by the Securities
The affairs department shall properly archive and keep the documents for ten years;
(4) If the application for suspension or exemption from disclosure is not reviewed and approved by the secretary of the board of directors or approved by the chairman of the board, the company shall comply with the securities regulatory rules of the place where the company’s shares are listed and the company’s relevant
The information disclosure management system discloses information to the outside world in a timely manner.
Article 11 The company and other information disclosure obligors shall, within ten days after the announcement of the annual report, semi-annual report, and quarterly report, submit the relevant registration materials that are suspended or exempted from disclosure during the reporting period to the Securities Regulatory Bureau where the company is registered and the stock exchange where the company’s shares are listed.
Article 12 After the company and other information disclosure obligors have suspended or exempted from disclosing business secrets, if any of the following circumstances occurs, they shall disclose it in a timely manner:
(1) The reason for suspension or exemption from disclosure has been eliminated;
(2) It is difficult to keep the relevant information confidential;
(3) Relevant information has been leaked or rumors have appeared in the market.
Article 13 Companies and other information disclosure obligors shall, within ten days after the announcement of annual reports, semi-annual reports, and quarterly reports, submit relevant registration materials that are suspended or exempted from disclosure during the reporting period to the Beijing Securities Regulatory Bureau and the stock exchange where the company's shares are listed.
Article 14 If the company or other information disclosure obligors suspend or exempt the disclosure of relevant information that does not comply with these regulations, which constitutes a failure to submit relevant reports or perform information disclosure obligations in accordance with the provisions of the Securities Law, or the submitted reports or disclosed information contain false records, misleading statements or major omissions, etc., the company will take corresponding disciplinary measures against the relevant personnel directly responsible and persons in charge in accordance with the relevant laws, regulations and company management systems as appropriate.
Chapter 4 Supplementary Provisions
Article 15 Matters not covered by this system shall be implemented in accordance with relevant laws, regulations, securities regulatory rules of the place where the company's shares are listed, self-discipline rules, and the company's information disclosure management system.
Article 16 If any matter is not covered by this system or conflicts with the laws, regulations, normative documents promulgated or revised after this system comes into effect, the securities regulatory rules of the place where the company's shares are listed, and the company's articles of association, the laws, regulations, normative documents, the securities regulatory rules of the place where the company's shares are listed, and the company's articles of association shall prevail.
Article 17 This system is interpreted and revised by the company's board of directors.
Article 18 This system, after being reviewed and approved by the company's board of directors, will come into effect and be implemented from the date the H shares issued by the company are listed on the Stock Exchange of Hong Kong Limited. After the implementation of these implementation rules, the company's original "Information Disclosure Suspension and Exemption Management System" will automatically become invalid.
Attachment 1 Information Disclosure Suspension and Exemption Business Processing Approval Form
Matters suspended or exempted from disclosure
Application time applicants
Applicant Department Suspension or Exemption from Disclosure Type of Suspension
□Reason and basis for exemption suspension or exemption
Suspension of disclosure period
Has the suspension report been filled in □ Yes? Has the relevant insider □ Yes or is the person aware of the exemption a written confidentiality commitment?
□No □No Person Registration Form No
Confirmation and signature of the person in charge of the application department
Review opinions of the Board Secretary
Chairman’s approval opinions
Attachment 2: Information Disclosure Suspension and Exemption Personnel Registration Form
Attachment 3: Letter of Confidentiality Commitment from Insiders on Information Disclosure Suspension and Exemptions
As an insider of the information disclosure suspension and exemption matters of Yuekang Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), I (ID card number: ) declare and promise as follows:
I clearly understand the contents of the company's "Information Disclosure Suspension and Exemption Management System";
As an insider of the company's information suspension or exemption from disclosure, I have the obligation to keep the information confidential. Before the reasons for the suspension or exemption from disclosure are eliminated and the time limit expires, I promise not to disclose the information, not to buy or sell the company's stocks and their derivatives, nor to recommend others to buy or sell the company's stocks and their derivatives;
As an insider of the company's information disclosure suspension or exemption matters, I am obliged to actively fill in the company's "Informant Registration Form for Information Disclosure Suspension or Exemption Matters" and file it with the company's Securities Affairs Department from the date I learn of the company's suspension or exemption of disclosure matters;
If improper confidentiality leads to the leakage of matters suspended or exempted from disclosure by the company, I am willing to bear the corresponding legal liability.
Commitment person:
year month day