Guangdong tianyima Information Industry Co., Ltd
Insider registration management system
Chapter I General Provisions
Article 1 in order to improve the inside information management of Guangdong tianyima Information Industry Co., Ltd. (hereinafter referred to as "the company" or "the company"), keep the inside information confidential, safeguard the principles of openness, fairness and impartiality of the company's information disclosure, and protect the legitimate rights and interests of the company's investors and relevant parties, 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 establishment of the registration and administration system of insiders by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidance on the supervision of listed companies No. 5 - the registration and administration system of insiders And other relevant laws, regulations, other normative documents and the relevant provisions of the articles of association of Guangdong tianyima Information Industry Co., Ltd. (hereinafter referred to as the "articles of association") are formulated in combination with the actual situation of the company.
Article 2 the scope of application of this system includes the company and its subordinate departments, subsidiaries (including subsidiaries directly or indirectly holding more than 50% of the company's shares and other subsidiaries included in the company's consolidated accounting statements) and joint-stock companies that the company can have a significant impact on.
Article 3 the board of directors of the company is the management organization of inside information, and the chairman is the main responsible person; The Secretary of the board of directors is the person in charge of the company's inside information; The securities department is the daily work department of the company's inside information, which is specifically responsible for the supervision, management, registration, disclosure and filing of the company's inside information.
The person in charge of other departments, subsidiaries and joint-stock companies that can have a significant impact on them is the person in charge of confidentiality within their management scope, and is responsible for the reporting and transmission of insider information involved.
The board of supervisors of a listed company shall supervise the implementation of the registration and management system for insiders.
Article 4 insiders of inside information shall have the obligation of confidentiality before the disclosure of inside information.
Chapter II Scope of inside information and insiders
Article 5 The term "inside information" as mentioned 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 securities issued by the company in securities trading activities. 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 China Securities Regulatory Commission (hereinafter referred to as "CSRC") and selected by the company.
Article 6 the scope of inside information includes but is not limited to:
Major events that may have a great impact on the company's stock trading price mainly include:
(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 holding more than 5% of the company's shares or actual controllers holding shares or controlling the company has changed greatly, and the situation of the company's actual controllers 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） Other matters prescribed by the securities regulatory authority under the State Council.
Major events that may have a great impact on the trading price of corporate bonds mainly include:
(I) major changes in the company's ownership structure or production and operation;
(II) the credit rating of corporate bonds changes;
(III) mortgage, pledge, sale, transfer and scrapping of major assets of the company;
(IV) the company fails to pay off its due debts;
(V) the company's new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
(VI) the company waives creditor's rights or property exceeding 10% of the net assets at the end of the previous year;
(VII) the company has suffered heavy losses exceeding 10% of its net assets at the end of the previous year;
(VIII) the company distributes dividends, makes decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or enters bankruptcy proceedings according to law and is ordered to close down;
(IX) major litigation and arbitration involving the company;
(x) the company is suspected of committing a crime, and the company's controlling shareholders, actual controllers, directors, supervisors and senior managers are suspected of committing a crime and taken compulsory measures according to law;
（11） Other matters prescribed by the securities regulatory authority under the State Council.
Article 7 the insider referred to in this system refers to the relevant internal and external personnel of the listed company who can contact and obtain insider information, including but not limited to:
(I) the company and its directors, supervisors and senior managers; Enterprises controlled or actually controlled by the company and their directors, supervisors and senior managers; Personnel involved in the planning, demonstration and decision-making of major events within the company; Financial personnel, internal auditors and information disclosure staff who know the inside information due to their positions in the company.
(II) shareholders holding more than 5% of the company's shares and their directors, supervisors and senior managers; The controlling shareholder, the largest shareholder, the actual controller of the company and its directors, supervisors and senior managers; Acquirers of the company or parties related to major asset transactions and their controlling shareholders, actual controllers, directors, supervisors and senior managers (if any); Proposal on relevant matters shareholders and their directors, supervisors and senior managers (if any); Staff of securities regulatory bodies who can obtain inside information due to their positions and work, or relevant personnel of securities trading places, securities registration and settlement institutions and intermediary institutions; Staff of relevant competent departments and regulatory institutions who can obtain insider information due to their statutory duties in the issuance and trading of securities or the management of listed companies and their acquisitions and major asset transactions; Personnel of other external units who obtain relevant inside information from the company according to law; Personnel of other external units involved in the planning, demonstration, decision-making, approval and other links of major events.
(III) other personnel who know the company's relevant inside information due to kinship and business relationship with the relevant personnel in Item (I) (II).
(IV) other personnel who can obtain inside information as stipulated by the CSRC.
Chapter III Registration Management of insider information
Article 8 insiders of inside information shall actively cooperate with listed companies in the registration of insiders of inside information, and timely provide the company with true, accurate and complete archives of insiders of inside information in accordance with the relevant requirements of these guidelines.
Article 9 under the following circumstances, the Secretary of the board of directors shall organize relevant insiders of the company to fill in the insider file (see Annex 1) at the first time, and submit it to the office of the board of directors after filling in the insider: (I) when the company prepares the relevant disclosure documents of annual report and semi annual report;
(II) when the company formulates plans for profit distribution and conversion of capital reserve into share capital;
(III) when the board of directors of the company considers and approves refinancing, merger and reorganization and other related matters;
(IV) when the board of directors of the company deliberates and approves equity incentive and other related matters;
(V) other matters that may have a significant impact on the company's securities trading price, such as major investment and major foreign cooperation.
Article 10 the archives of insiders of inside information shall include: name or name, nationality, certificate type, certificate number or unified social credit code, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the listed company, position, related person, relationship type, date of knowing, place of knowing, way of knowing, stage of knowing, content of knowing Registrant information, registration time and other information.
The time of knowing the inside information refers to the first time that the insider knows or should know the inside information.
The ways to know include but are not limited to meeting, telephone, fax, written report, e-mail, etc. The informed stage includes negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
Insiders of inside information shall sign for confirmation; The Secretary of the board of directors shall be responsible for the collection and custody of the archives, and report the archives of insiders of insider information to Shenzhen Stock Exchange within five trading days after the first disclosure of insider information according to law.
Article 11 in case of any of the following circumstances, the company shall submit the relevant information disclosure documents to the Shenzhen Stock Exchange and the relevant insider files, including but not limited to:
(I) major asset reorganization;
(II) high proportion of shares transferred;
(III) changes in equity resulting in changes in the actual controller or the largest shareholder;
(IV) tender offer;
(V) issuance of securities;
(VI) merger, division, spin off and listing;
(VII) share repurchase;
(VIII) annual report and semi annual report;
(IX) equity incentive draft and employee stock ownership plan;
(x) other matters required by the CSRC or the bourse that may have a significant impact on the trading price of the company's shares and their derivatives.
After the company discloses major matters, if there are major changes in relevant matters, the company shall timely submit the insider files of insider information to Shenzhen Stock Exchange.
Before the company discloses major matters, if the trading of securities and their derivatives has undergone abnormal fluctuations, the company shall supplement and submit the insider files to Shenzhen Stock Exchange.
Article 12 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the listed company, as well as other matters that have a significant impact on the share price of the listed company, they shall fill in the file of the insider of the unit. Where securities companies, securities service institutions, law firms and other intermediaries are entrusted to engage in securities service business, and the entrusted matters have a significant impact on the stock price of listed companies, they shall fill in the files of insiders of their own institutions.
Acquirers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the company's share price shall fill in the files of insiders of the unit.
The above-mentioned entities shall deliver the insider files to the relevant companies in stages according to the progress of the matter, but the delivery time of the complete insider files shall not be later than the public disclosure time of the insider information.
Article 13 if the personnel of the administrative department come into contact with the inside information of the company, they shall do a good job of registration in accordance with the requirements of the relevant administrative department.
If the company needs to regularly submit information to the relevant administrative department 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 continue to 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 14 when a company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing and share repurchase, or discloses other events that may have a significant impact on the company's securities trading price, it shall also prepare a record of the progress of major events (see Annex 2), The contents include but are not limited to the time of each key point in the planning and decision-making process, the list of decision-makers participating in the planning, the way of planning and decision-making, etc.
Relevant personnel involved in the progress memorandum of major events shall sign on the progress memorandum of major events for confirmation. The company's shareholders, actual controllers and their related parties and other relevant entities shall cooperate in the preparation of Memoranda on the progress of major events.
Article 15 the process of registration and filing of insiders of the company's insider information is as follows:
(I) when inside information occurs, the insider who knows the information (mainly the person in charge of the company's department and subsidiary company) shall inform the Secretary of the board of directors at the first time. The Secretary of the board of directors shall timely inform the relevant insiders of the confidentiality obligation and the responsibility for violating the confidentiality provisions by signing a confidentiality agreement, a notice prohibiting insider trading and other necessary means, and control the transmission of insider information and the scope of insiders in accordance with the provisions of relevant laws, regulations and normative documents.
(II) the Secretary of the board of directors shall organize relevant insiders to fill in the insider file at the first time, prepare the memorandum on the progress of major matters (if necessary), and timely verify, supplement and improve the insider information and insiders to ensure the authenticity and accuracy of the content.
(III) report to Guangdong securities regulatory bureau and Shenzhen Stock Exchange in accordance with relevant regulations, and Shenzhen Stock Exchange may require the company to disclose relevant contents in the memorandum on the progress of major events.
Article 16 the board of directors of the company shall check the authenticity, accuracy and integrity of the insider information, ensure the authenticity, accuracy and integrity of the insider files, and submit them in time.
The Secretary of the board of directors of the company is responsible for the registration, filing and submission of insider information of the company.
While submitting the insider files, the company shall issue a written commitment to ensure the authenticity, accuracy and completeness of the filled insider files and the memorandum on the progress of major matters, and inform all insider insiders of the relevant provisions of laws and regulations on insider. The chairman and the Secretary of the board of directors shall sign on the written commitment for confirmation.
The board of supervisors shall supervise the implementation of the insider registration management system.
Article 17 the files of insiders of inside information shall be kept for at least 10 years from the date of recording (including supplement and improvement). China Securities Regulatory Commission, Guangdong securities regulatory bureau, Shenzhen Securities Regulatory Commission
