Xinlun New Materials Co.Ltd(002341)
Insider information and insider management system
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to further regulate the insider information management of Xinlun New Materials Co.Ltd(002341) (hereinafter referred to as “the company”), strengthen the confidentiality of the company’s insider information, maintain the principle of fairness in information disclosure and protect the interests of 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 provisions on the registration and administration system of insiders of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations This system is formulated in accordance with the relevant provisions of normative documents and Xinlun New Materials Co.Ltd(002341) articles of association and Xinlun New Materials Co.Ltd(002341) information disclosure management system.
Article 2 the management of the company’s inside information shall be under the unified leadership and management of the board of directors.
Article 3 the Secretary of the board of directors is the person in charge of the confidentiality of the company’s inside information. The office of the board of directors is uniformly responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders, as well as the supervision and information disclosure of the company’s insider information.
Article 4 the office of the board of directors is the only information disclosure institution of the company. Without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the company’s insider information and information disclosure to the outside world. The documents, soft (magnetic) discs, audio (video) tapes, CDs and other materials related to insider information and information disclosure reported and transmitted to the outside world can only be reported and transmitted to the outside world after being reviewed and approved by the Secretary of the board of directors (and submitted to the board of directors for review according to the importance).
Article 5 this system is applicable to all departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them. The company’s directors, supervisors, senior managers and all departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them shall keep the inside information confidential and actively cooperate with the Secretary of the board of directors to register and report the insiders of the inside information. Insiders of inside information shall have confidentiality obligations and responsibilities. Before the disclosure of inside information according to law, they shall not disclose or divulge the information, use the inside information to buy and sell or suggest others to buy and sell the company’s securities and their derivatives, carry out insider trading or cooperate with others to manipulate the securities trading price, and use the inside information to make profits for themselves, their relatives or others.
Chapter II Scope of inside information
Article 6 the insider information referred to in this system refers to the unpublished information involving the operation and finance of the company or having a significant impact on the market price of the company’s securities. Unpublished refers to the matters that have not been officially disclosed by the company on the information disclosure publications or websites of listed companies designated by the CSRC.
Article 7 the scope of inside information referred to in this system includes but is not limited to:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the situation of shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company has changed greatly, and the situation of the actual controllers of the company and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(IX) the company’s plans to distribute dividends and increase capital, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down;
(x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（11） The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） Major changes in the company’s ownership structure or production and operation status;
（13） The credit rating of corporate bonds changes;
（14） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
（15） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（16） The company incurred major losses exceeding 10% of the net assets at the end of the previous year;
（17） Other circumstances stipulated by laws, regulations or normative documents of CSRC and stock exchange. Chapter III Scope of insider information
Article 8 the insider referred to in this system refers to the person who can directly or indirectly obtain the insider information before the disclosure of the company’s insider information.
Article 9 the scope of insiders referred to in this system includes but is not limited to:
(I) the company and its directors, supervisors and senior managers;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, and the actual controllers of the company and their directors, supervisors and senior managers;
(III) the company controlled or actually controlled by the company and its directors, supervisors and senior managers;
(IV) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(V) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VI) relevant personnel of securities trading places, securities companies, securities registration and settlement institutions and securities service institutions who can obtain insider information due to their position and work;
(VII) staff of securities regulatory bodies who can obtain inside information due to their duties and work;
(VIII) staff of relevant competent departments and regulatory institutions who can obtain inside information due to their statutory duties in the issuance and trading of securities or the management of the company and its acquisitions and major asset transactions;
(IX) other persons who know the relevant inside information of the company due to their kinship and business relationship with the above-mentioned relevant personnel;
(x) other persons who can obtain inside information as stipulated by laws, regulations or the CSRC.
Article 10 insiders of inside information shall have the obligation of confidentiality before the disclosure of inside information.
Chapter IV Registration Management and filing of inside information
Article 11 before the public disclosure of inside information according to law, the company shall fill in the archives of Xinlun New Materials Co.Ltd(002341) insiders of inside information (hereinafter referred to as the “archives of insiders of inside information”, see Annex 1 for the necessary items), and timely record the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution The list of insiders of insider information in disclosure and other links, as well as the time, place, basis, method, content and other information of knowing the insider information, can be used for the company’s self-examination and the query of relevant regulatory authorities.
Article 12 the process of registration and filing of the company’s inside information:
(I) when inside information occurs, insiders who know the information (including but not limited to directors, supervisors, senior managers or heads of other relevant institutions and departments) shall inform the Secretary of the board of directors at the first time. The office of the board of directors of the company shall timely inform relevant insiders of their confidentiality responsibilities and obligations, and control the transmission and scope of insider information in accordance with various laws and regulations;
(II) all departments, branches, holding subsidiaries and joint-stock companies of the company that can have a significant impact on them shall, in accordance with the regulatory requirements and the provisions of this system, organize relevant insiders to fill in the insider files at the first time, and timely submit the insider files to the office of the board of directors for filing. The office of the board of directors shall verify the inside information in time to ensure the authenticity and accuracy of the contents filled in the insider file;
(III) the office of the board of directors shall submit the files of insider information to the Secretary of the board of directors for review after verification. If it is necessary to report to Shenzhen Stock Exchange and Shenzhen regulatory bureau according to relevant regulations, it shall be reported according to regulations. Article 13 the insiders of the company shall conscientiously perform the obligation of registration and filing of insiders, and actively cooperate with the company in the registration, filing and filing of insider files. For those who fail to fulfill their obligations such as timely registration, the office of the board of directors has the right to require insiders to fulfill their corresponding obligations within the specified time; If the contents are incomplete, the office of the board of directors has the right to require insiders to provide or supplement relevant information. Article 14 when the company discloses the following major matters, it shall report to the stock exchange the relevant insider information files:
(I) the company is acquired;
(II) major asset reorganization;
(III) issuance of securities;
(IV) merger and division;
(V) share repurchase;
(VI) annual report and semi annual report;
(VII) high proportion of shares transferred;
(VIII) equity incentive draft and employee stock ownership plan;
(IX) other matters that may have a significant impact on the trading price of the company’s shares and their derivatives, such as major investment, major foreign cooperation or signing major contracts for daily operation;
(x) other circumstances recognized by the CSRC or the stock exchange.
After the company discloses major matters, if there are major changes in relevant matters, the company shall timely supplement and submit insider files to the stock exchange.
Before the company discloses major events, if the trading of its shares and their derivatives has undergone abnormal fluctuations, the company shall report relevant insider information files to the stock exchange.
Article 15 the board of directors of the company shall timely register and submit the files of insider information in accordance with the requirements of this system and the relevant rules of the stock exchange, and ensure that the files of insider information are true, accurate and complete. The chairman of the board of directors is the main responsible person. The Secretary of the board of directors is responsible for the registration, filing and submission of insider information of the company. The chairman and the Secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of the files of insiders.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 16 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company, as well as other matters that have a significant impact on the company’s securities trading price, they shall fill in the insider file of their own unit.
Where securities companies, accounting firms, law firms and other intermediaries are entrusted to carry out relevant businesses, and the entrusted matters have a significant impact on the company’s securities trading price, they shall fill in the insider files of their own institutions.
The files of acquirers, counterparties of major asset restructuring and insiders who involve the company and have a significant impact on the company’s securities trading price shall be delivered to relevant companies in stages. The delivery time of complete insiders’ files shall not be later than the time of public disclosure of insider information. The files of insiders of inside information shall be filled in according to the specified requirements and confirmed by insiders of inside information.
The company shall do a good job in the registration of insiders in the circulation of insider information it knows, and summarize the files of insiders of all parties involved in paragraphs 1 to 3.
Article 17 If the company needs to regularly submit information to the relevant administrative departments in accordance with the requirements of relevant laws, regulations and policies before disclosure, it can be regarded as the same insider information without significant changes in the reporting department and content, register the name of the administrative department in the same form, and continuously register the time of submitting information. In addition to the above circumstances, when the circulation of inside information involves the administrative department, the company shall register the name of the administrative department, the reason for contacting the inside information and the time of knowing the inside information in the insider file in the way of recording one thing.
Article 18 when the company conducts major matters such as acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase, or discloses other matters that may have a significant impact on the trading price of the company’s securities, in addition to filling in the insider file of the company’s insider information in accordance with these Provisions, The Xinlun New Materials Co.Ltd(002341) major event progress Memorandum (hereinafter referred to as “major event progress memorandum”, see Annex 2 for necessary items), including but not limited to the time of each key time point in the planning and decision-making process, the list of decision-makers participating in the planning and decision-making, the planning and decision-making methods, etc. The company shall urge the relevant personnel involved in the memorandum to sign the Memorandum for confirmation, and the relevant subjects such as the company’s shareholders, actual controllers and their related parties shall cooperate in the preparation of the memorandum. If the relevant personnel refuse to sign for confirmation, the person in charge of inside information management shall record it in the form of remarks on the memorandum.
Article 19 the company shall, within 5 trading days after the public disclosure of the inside information according to law, submit the insider files of the inside information and the progress memorandum of major events to Shenzhen Stock Exchange.
After the company discloses major events, if there are major changes in relevant events, the company shall timely supplement and submit insider files and memoranda on the progress of major events.
Article 20 the Secretary of the board of directors shall register and record the insider information of relevant personnel while knowing that they know the insider information, and timely supplement and improve the insider files of insider information and the progress memorandum of major events. The files of insiders of inside information and the progress memorandum of major events shall be kept for at least 10 years from the date of recording (including supplement and improvement).
Article 21 insiders of inside information shall actively cooperate in the registration and filing of insiders of inside information
Article 22 the company shall strengthen the education and training of insiders, ensure that insiders are clear about their rights, obligations and legal responsibilities, urge relevant personnel to strictly perform their duties of information confidentiality, and resolutely put an end to insider trading.
Article 23 If a person is an insider of inside information due to work reasons or receiving unpublished information, the main principals of all departments, branches, holding subsidiaries and joint-stock companies that the company can have a significant impact on shall manage the relevant personnel according to the insider of inside information, and the insider of inside information shall remind the relevant principals when such matters occur, The relevant person in charge shall
