China National Materials International Engineering Co., Ltd. Chapter I General Provisions Article 1 In order to regulate the suspension and exemption of information disclosure of China National Materials International Engineering Co., Ltd. (Hereinafter referred to as "Sinoma International" or the "Company") and ensure that the Company fulfills its information disclosure obligations in accordance with the law and regulations, Safeguard the legitimate rights and interests of the company and investors, In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Administration of Information Disclosure of Listed Companies, the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the "Stock Listing Rules"), This system is formulated in accordance with relevant laws and regulations such as the Administrative Provisions on Suspension and Exemption of Information Disclosure of Listed Companies and the relevant provisions such as the Articles of Association of China National Materials International Engineering Co., Ltd. and the Information Disclosure Management System of China National Materials International Engineering Co., Ltd. Article 2 This system shall apply to the company's handling of information disclosure suspension and exemption business in accordance with the provisions of the Stock Listing Rules and other relevant business rules of the Shanghai Stock Exchange. Article 3 The company shall prudently judge and handle the information that should be disclosed under the circumstances of suspension or exemption stipulated in the listing rules of shares. The company accepts the ex post supervision of the Shanghai Stock Exchange on the suspension and exemption of information disclosure. Article 4 If the Company and other information disclosure obligors have solid and sufficient evidence to prove that the information to be disclosed involves state secrets or other matters that may lead to violation of state secrecy provisions and management requirements (hereinafter referred to as state secrets), they shall be exempted from disclosure according to law. Article 5 Where the information to be disclosed by the Company and other information disclosure obligors involves trade secrets or confidential business information (hereinafter collectively referred to as trade secrets), and meets one of the following circumstances and has not been made public or disclosed, the disclosure may be postponed or exempted: (1) It is core technology information, etc., which may lead to unfair competition after disclosure; (2) The Company's own business information, the business information of customers, suppliers and others, which may infringe upon the business secrets of the Company and others or seriously damage the interests of the Company and others after disclosure; (3) Other circumstances that may seriously damage the interests of the Company and others after disclosure. Article 6 The term "trade secrets" as 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, are practical and have been taken confidential measures by the obligee, as stipulated by the relevant laws, regulations and departmental rules of the State against unfair competition. The term "state secrets" as mentioned in this System refers to the information stipulated by the relevant state laws, regulations and departmental rules on confidentiality, which is related to national security and interests, determined in accordance with legal procedures, known only to a certain range of people within a certain period of time, and which may damage the security and interests of the state in the fields of politics, economy, national defense and diplomacy after disclosure. Article 7 The information to be disclosed for suspension or exemption shall meet the following conditions: (1) The relevant information has not been disclosed; (2) The relevant insider has made a written commitment to keep it confidential; (3) There is no abnormal fluctuation in the trading of the Company's shares and their derivatives. Article 8 The insiders, directors and senior managers of the Company who intend to suspend or exempt the disclosure of information shall perform the following basic obligations: (1) The directors, senior managers and other insiders of the Company shall be responsible for the confidentiality of the information suspended or exempted from disclosure. The relevant responsible person of the Company shall ensure that the content of the information to be postponed or exempted from disclosure is true, accurate and complete, and shall not contain false records, seriously misleading statements or material omissions. Chapter II Internal Audit Procedures for Suspension and Exemption of Information Disclosure Article 9 Where the Company, its departments and subsidiaries consider that the discloseable information needs to be suspended or exempted from disclosure, they shall report the information to be suspended or exempted from disclosure in writing to the office of the board of directors of the Company on the day of occurrence or knowledge, and provide relevant supporting materials at the same time. Including but not limited to agreements or contracts, government approvals, laws and regulations, court judgments, information introduction and explanation related to such information. Article 10 The office of the board of directors of the company shall report to the secretary of the board of directors of the company at the first time after being informed of the information to be suspended or exempted from disclosure, and timely put forward opinions on whether the conditions for suspension or exemption of disclosure are met, and timely communicate with the company's lawyers or regulatory authorities for matters that are difficult to judge. It shall be submitted to the president's office meeting of the company for review within two working days, and the decision made by the president's office meeting shall be submitted to the chairman for signature and confirmation. The office of the board of directors shall timely feed back the relevant decisions to the relevant subjects applying for suspension or exemption of disclosure. Article 11 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 the registration (see Appendix I for details), and after the signature and confirmation of the chairman of the board of directors of the Company, the information shall be properly filed and kept by a special person in the office of the board of directors, and the relevant personnel shall undertake in writing to keep it confidential. Article 12 The registered items of the secretary of the board of directors mainly include: (1) the ways of exemption from disclosure, including exemption from disclosure of interim reports, exemption from disclosure of regular reports or relevant contents in interim reports; (2) The types of documents involved in the exemption of disclosure, including annual reports, semi-annual reports, quarterly reports, interim reports, etc. (3) The reasons and basis for the suspension or exemption of disclosure; (4) The types of information exempt from disclosure, including material transactions, daily transactions or related transactions in the interim report, and the names of clients and suppliers in the annual report; (5) The time limit for the suspension of disclosure; (6) The list of insiders of the suspension or exemption (see Appendix 2 for details); (7) The written confidentiality undertaking of the relevant insiders (see Appendix 3 for details); (8) Internal approval process for suspension or exemption matters. If the disclosure is suspended or exempted due to the involvement of trade secrets, in addition to the timely registration of the matters specified in the preceding paragraph, it shall also register whether the relevant information has been made public by other means, the main reasons for determining that it belongs to trade secrets, the possible impact of disclosure on the company or others, and the list of insiders of insider information. 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 for suspension or exemption of disclosure during the reporting period to the securities regulatory Bureau and the stock exchange where the listed company is registered. Article 13 a company shall prudently determine the suspension and exemption of information disclosure, and take effective measures to prevent the disclosure of information suspended or exempted from disclosure. The company shall timely disclose the information that does not meet the conditions for suspension or exemption of disclosure. Article 14 After the internal approval of the suspension and exemption of information disclosure is passed, the relevant departments and the subjects applying for suspension or exemption shall pay close attention to, continuously track and timely report the progress of the matter and market rumors to the office of the board of directors. Article 15 The Company shall timely disclose the information that has been subject to suspension or exemption from disclosure under any of the following circumstances: (1) The reasons for suspension or exemption from disclosure have been eliminated; (2) It is difficult to keep the relevant information confidential; (3) The relevant information has been disclosed or there are rumors in the market. Where the Company and other information disclosure obligors suspend the disclosure of interim reports or the relevant contents in the interim reports, they shall disclose the information in a timely manner after the reasons for suspension of disclosure are eliminated, and at the same time, they shall state the main reasons for identifying the information as business secrets, the internal audit procedures and the trading of securities by relevant insiders during the period of suspension of disclosure. Chapter III Responsibilities and Penalties Article 16 The Office of the Board of Directors of the Company is the centralized management department for the suspension and exemption of information disclosure. Article 17 The person in charge of each department and subordinate company of the Company shall be the first person responsible for the management and reporting of the information suspension and exemption disclosure affairs of the department and the Company. Article 18 Due to the dereliction of duty of the relevant responsible person, the information that does not meet the conditions for suspension or exemption of disclosure is suspended or exempted, or the reasons for suspension or exemption of disclosure have been eliminated or the relevant information has not been reported and disclosed in a timely manner at the expiration of the time limit, which violates the provisions of this system, or there are other violations of the provisions of this system. The company shall give the responsible person corresponding punishment such as criticism, warning, deduction of performance pay and dismissal of his post, and may claim appropriate compensation from him. Article 19 Where the departments and subsidiaries of the Company fail to report the matters specified in this system, resulting in major errors or omissions in information disclosure of the Company and causing losses to the Company or investors, the Company will deal with the relevant responsible persons in accordance with the relevant provisions of the information disclosure management system. Chapter IV Supplementary Provisions Article 20 Matters not covered in this system shall be implemented in accordance with the relevant laws and regulations on information disclosure and the relevant normative documents of regulatory authorities. Article 21 The Rules shall come into effect and be implemented as of the date of approval by the Board of Directors of the Company, and the original Management System for Suspension and Exemption of Information Disclosure of the Company shall be abolished at the same time. Article 22 The Board of Directors shall be responsible for the interpretation and revision of the Rules. Attachment: 1. Registration Approval Form for Matters of Information Disclosure Suspension or Exemption 2. Insider Registration Form for Matters of Information Disclosure Suspension or Exemption 3. Confidentiality Commitment Letter for Matters of Information Disclosure Suspension or Exemption Registration Approval Form for Matters of Information Disclosure Suspension or Exemption of Sinoma International Engineering Co., Ltd. Reporting Time Registration Time Applicant Contents of matters to be suspended or exempted from disclosure by the registration personnel Reasons and basis for suspension or exemption from disclosure Time limit for suspension of disclosure Whether the suspension has been filled in □ Yes Relevant insiders □ Yes Knowledge of or exemption from disclosure □ No Whether a written form has been signed □ No List of lovers Confidentiality undertaking Office of the Board of Directors Office of the Board of Directors Opinions of the person in charge Secretary of the Board of Directors For the review opinions of the president's office meeting, please refer to the Chairman's Opinions Attachment: Minutes of the President's Office Meeting of the Company Sinoma International Engineering Co., Ltd. Registration Form of Insider for Matters of Suspension or Exemption from Information Disclosure □ Suspension of Disclosure □ Exemption from Disclosure Contents of Matters of Suspension or Exemption from Disclosure Registration Unit (Department) Registration Date Registrant No. Name of Insider Type of Certificate Certificate No. Identity of insider Time of knowledge Place of knowledge Method of knowledge Notes: 1. Identity of insider, including directors and senior officers of the Company, controlling shareholders, directors and senior officers of controlling shareholders, intermediaries, legal representatives of intermediaries and project managers, other shareholders (non-controlling shareholders), directors and senior officers of other shareholders, counterparties, directors and senior officers of counterparties, etc. If there is no corresponding type, fill in others; 2. The way to know the information, including but not limited to meeting, telephone, fax, written report, e-mail, etc. Letter of Confidentiality Undertaking on Suspension or Exemption of Information Disclosure of Sinoma International Engineering Co., Ltd. As an insider of the suspension or exemption of information disclosure of Sinoma International Engineering Co., Ltd. (Hereinafter referred to as the "Company"), I declare and undertake as follows: 1. I am clearly aware of the contents of the Management System for Suspension and Exemption of Information Disclosure of the Company; 2. As an insider of the company's suspension and exemption matters, I have the obligation to keep the information confidential. Before the reasons for the suspension and exemption of disclosure are eliminated and the time limit expires, I undertake not to disclose the information, not to buy or sell the company's shares, nor to recommend others to buy or sell the company's shares; 3. As an insider of the Company's deferred or exempted matters, I am obliged to voluntarily provide the Company with relevant personal information or fill in the Insider Registration Form for Deferred or Exempt Information Disclosure and file it with the Company from the date of learning of the Company's deferred or exempted matters; 4. If the Company's deferred or exempted matters are disclosed due to improper confidentiality, I am willing to bear the corresponding legal responsibilities. Signature of insider: MM/DD
/YY
浙公网安备33010802003254号