Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Insider registration management system
Chapter I General Provisions
Article 1 in order to further regulate the management of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”), strengthen the confidentiality of insider information and maintain the principles of openness, fairness and impartiality of the company’s information disclosure, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is formulated in accordance with the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the relevant provisions of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the insider information and insiders referred to in this system shall be determined in accordance with the securities law and other laws, regulations, normative documents and the relevant provisions of the company’s information disclosure and investor relations management system.
Chapter II functional departments and division of responsibilities
Article 3 the board of directors is the management organization of the company’s inside information. The board of directors shall ensure that the insider information management and insider files are true, accurate and complete, and the chairman is the main responsible person.
Article 4 the Secretary of the board of directors is the person in charge of the confidentiality of the company’s inside information, and is responsible for the specific work of the company’s inside information management and the registration and filing of insiders.
Article 5 the securities affairs office shall specifically implement the daily management of the company’s insider information. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall perform his duties on behalf of the Secretary of the board of directors.
Article 6 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, audio-visual and optical discs and other materials involving inside information and information disclosure to be reported and transmitted to the outside world can only be reported and transmitted to the outside world after being reviewed by the head of the Department and the leader in charge and submitted to the Secretary of the board of directors.
Article 7 the board of supervisors shall supervise the management of insider information and the implementation of the insider registration management system.
Article 8 directors, supervisors, senior managers and all departments, branches and subsidiaries of the company shall cooperate in the management of insider information, internal report and external submission of major information, and registration and filing of insiders, and shall not engage in insider trading or cooperate with others to manipulate securities trading prices.
Chapter III confidentiality management of inside information
Article 9 insiders of inside information shall have the obligation to keep the inside information confidential. Before the disclosure of inside information, insiders shall not buy or sell the company’s securities and their derivatives, disclose inside information, or suggest others to buy or sell the securities and their derivatives.
The shareholders and actual controllers of the company shall not abuse their shareholders’ rights and dominant position, and shall not require the company to provide them with inside information.
Article 10 the company shall, in accordance with the provisions of the CSRC, conduct self-examination on the trading of the company’s securities and their derivatives by insiders. If it is found that insiders of inside information conduct insider trading, disclose insider information or suggest others to use insider information for trading, the company shall verify and investigate the responsibilities of relevant personnel in accordance with the registration and management system for insiders of inside information, And submit the relevant information and handling results to the dispatched office of the CSRC and the stock exchange in the place of registration of the company within two working days.
Article 11 insiders who conduct insider trading and cause losses to the company and investors shall be liable for compensation according to law; If it constitutes an illegal act, the company will actively assist the competent securities department to investigate its administrative responsibility; If a crime is constituted, the company will actively assist the public security department to investigate its criminal responsibility.
Article 12 the company shall inform the insider of the above confidentiality matters and the legal liabilities that may be caused by the violation of the confidentiality responsibility when the insider knows the insider information by signing a confidentiality agreement with the insider, a notice prohibiting insider trading and other necessary means.
Chapter IV Registration Management of insiders of inside information before the public disclosure of inside information according to law
Article 13 before the public disclosure of inside information according to law, the company shall establish a file of insiders of inside information (see the annex for the format), and timely record the list of insiders of inside information in the stages of negotiation and planning, demonstration and consultation, contract conclusion and the links of report, transmission, preparation, resolution and disclosure, as well as the time, place, basis and method of knowing the inside information Content and other information.
Article 14 the company shall do a good job in registering the insiders in the circulation of insider information it knows, and summarize the files of insiders involved in the following parties:
(I) when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company and other matters that have a significant impact on the company’s share price, they shall fill in the insider form, and the company shall improve the insider file accordingly;
(II) if securities companies, securities service institutions, law firms and other intermediaries are entrusted to engage in securities service business, and the entrusted matter has a significant impact on the company’s stock price, they shall fill in the insider form, and the company shall improve the insider file accordingly;
(III) acquirers, counterparties of major asset restructuring or other initiators of matters that have a significant impact on the company’s share price shall fill in the insider form of their own unit, and the company shall improve the insider file accordingly; (IV) when the circulation of inside information involves the administrative department, the company shall record 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 one record for one thing. However, 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 continue to register the time of submitting information.
Article 15 for major events such as acquisition, major asset reorganization, issuance of securities, merger, division and share repurchase, in addition to registering insider files in accordance with this system, the company shall also prepare a memorandum on the progress of major events. The contents of the memorandum shall be implemented in accordance with the provisions of relevant laws and regulations, including but not limited to the time of each key point in the planning and decision-making process Participate in the planning of the list of decision-makers, planning and decision-making methods, etc. The relevant personnel involved in the memorandum shall sign on the Memorandum for confirmation.
Sixteenth insider information is recorded, including, but not limited to, the name, duty, ID number, securities account, work unit, insider information, channels and methods of knowing insider information.
Article 17 the company shall timely supplement and improve the file information of insider information. The files of insiders of inside information shall be kept for at least ten years from the date of recording (including supplement and improvement).
Chapter V supplementary provisions
Article 18 all subordinate departments, branches, holding subsidiaries and joint-stock companies that can exert significant influence on them shall carry out insider information management in accordance with the provisions of this system, and the internal report and external submission of major information shall be carried out in accordance with the relevant provisions of the information disclosure management system.
Article 19 matters not covered in this system or contrary to relevant provisions shall be implemented in accordance with the company law, the securities law, the standards for the governance of listed companies, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and provisions.
Article 20 in case of any conflict between this system and the laws, administrative regulations, normative documents issued in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations, normative documents and the articles of association shall be implemented, and this system shall be revised in time.
Article 21 this system is formulated by the board of directors of the company, approved by the board of directors and implemented from the date of the company’s initial public offering and listing on the Shenzhen Stock Exchange.
Article 22 as a supplement to the company’s information disclosure management system, the system shall be interpreted by the board of directors, and its amendment shall take effect only after being approved by the board of directors.
Attachment: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) insider information insider registration form
Instructions for insiders of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) insider information
Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Board of directors
February 21, 2022
enclosure:
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) insider files
Insider information:
Insider information knows the ID number, knows the inside information, and knows insider information inside the information. The number of the registered person, the name, the time, the location, the information and the time of the information.
Company abbreviation: Company Code:
Signature of legal representative: Seal of the company:
Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Insider information
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 stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the relevant regulatory rules issued by the securities regulatory authorities, the insider information is hereby prompted as follows:
1、 Insiders of inside information have the obligation to keep the inside information confidential and prohibit insider trading. In the work, the scope of information use and insiders shall be strictly controlled, and relevant insiders shall be urged to abide by the obligation of confidentiality and the obligation of prohibiting insider trading;
2、 Before the company announces relevant information in accordance with legal procedures, all insiders shall not disclose the information involved in relevant materials, nor use the undisclosed information of the company to buy and sell the company’s securities and their derivatives, or suggest others to buy and sell the company’s securities and their derivatives;
3、 Once the insider obtains the insider information, he / she shall take the initiative to submit to the securities affairs office within five working days whether he / she and his / her immediate family members have held or traded the company’s securities and their derivatives within six months from the date of the fact;
4、 If the insider of inside information is leaked due to improper confidentiality, he shall notify the company at the first time;
5、 The possible administrative responsibilities caused by insider trading are as follows: order to deal with the illegally held securities according to law, confiscate the illegal income, and impose a fine of not less than one time but not more than ten times the illegal income; If there is no illegal income or the illegal income is less than 500000 yuan, a fine of not less than 500000 yuan but not more than 5 million yuan shall be imposed. Where an entity engages in insider information trading, it shall also give a warning to the person directly in charge and other persons directly responsible and impose a fine of not less than 200000 yuan but not more than 2 million yuan.
The possible criminal responsibilities caused by insider trading are as follows: if the circumstances are serious, he shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention and shall also, or shall only, be fined not less than one time but not more than five times the illegal income; If the circumstances are especially serious, he shall be sentenced to fixed-term imprisonment of not less than five years but not more than 10 years and shall also be fined not less than one time but not more than five times his illegal gains. If a unit commits a crime, it shall be fined, and the persons who are directly in charge and the other persons who are directly responsible for the crime shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention.
5、 In accordance with the requirements of the securities regulatory authority, the company shall register and file the relevant materials of insiders and their immediate family members for investigation.
Insiders read and know this tip signature:
Date: mm / DD / yy
