Henan Liliang Diamond Co.Ltd(301071)
Insider information management system
Chapter I General Provisions
Article 1 in order to further standardize the management of inside information of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information and establish archives of insiders of inside information, In accordance with the company law of the people’s Republic of China, 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 guidelines for the supervision of listed companies No. 5 – the registration and administration system for insiders of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and other laws and regulations, and the Henan Liliang Diamond Co.Ltd(301071) articles of association (hereinafter referred to as the articles of association) and other relevant provisions, this system is hereby formulated.
Article 2 the scope of application of this system includes the company, its subordinate departments, branches, holding subsidiaries and joint-stock companies that the company can have a significant impact on.
Article 3 the directors, supervisors and senior managers of the company and other insiders of inside information stipulated in the Securities Law shall keep the inside information confidential. The Secretary of the board of directors is specifically responsible for the monitoring and information disclosure of the confidentiality of the company’s inside information.
Article 4 directors, supervisors, senior managers and insiders of the company shall not disclose insider information, conduct insider trading or cooperate with others to manipulate securities trading prices.
Chapter II inside information and insiders
Section I inside information
Article 5 the insider information referred to in this system refers to the unpublished information that involves the operation and finance of the company or has a significant impact on the price of the company’s securities market in accordance with the provisions of the securities law.
Unpublished means that the company has not passed the information disclosure media of listed companies designated by the CSRC, the website of Shenzhen Stock Exchange and cninfo (HTTP ‖ www.cn. Info. Com. CN.) And so on. Article 6 the insider 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 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） Major changes in the company’s ownership structure or production and operation status;
（13） The credit rating of corporate bonds changes;
（14） Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
（15） The company fails to pay off its due debts;
（16） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; （17） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（18） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（19） Other important information recognized by the CSRC and Shenzhen stock exchange that has a significant impact on the securities trading price.
Section 2 Definition and identification standards of insider information
Article 7 insider refers to the person who can directly or indirectly obtain insider information before the disclosure of the company’s insider information.
Article 8 insiders referred to in this system include but are 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; (III) the actual controller of the company and its directors, supervisors and senior managers;
(IV) the company controlled or actually controlled by the company and its directors, supervisors and senior managers; (V) persons who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(VI) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VII) 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;
(VIII) staff of securities regulatory bodies who can obtain inside information due to their duties and work;
(IX) 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 the company and its acquisitions and major asset transactions;
（12） Other personnel identified by laws, regulations, provisions of the CSRC and Shenzhen Stock Exchange. Chapter III confidentiality obligations of inside information and penalties for violations
Article 9 insiders of the company’s inside information shall have the obligation of confidentiality for the inside information they know before the disclosure of the inside information, and shall not disclose the inside information in any form without authorization.
Article 10 the company and its directors, supervisors, senior managers and insiders of relevant inside information shall keep the insiders of the information to a minimum before the public disclosure of the inside information, designate special personnel to submit and keep the major information documents, and timely report the expansion of the scope of insiders to the office of the Secretary of the board of directors. If the matter has circulated in the market and caused changes in the company’s stock price, the insider shall immediately inform the Secretary of the board of directors of the company, so that the company can clarify it in time, or report directly to the securities regulatory authority and Shenzhen Stock Exchange.
Article 11 prior to the public disclosure of inside information according to law, the controlling shareholders and actual controllers of the company shall not abuse their shareholders’ rights or dominant position and require the company and its directors, supervisors and senior managers to provide them with inside information.
Article 12 the company shall sign a confidentiality agreement with its insiders when engaging in business within the above scope with external institutions or individuals.
Article 13 insiders of inside information shall not buy or sell the company’s shares or seek illegal interests through other means before the inside information is disclosed according to law.
The company may require relevant persons to keep the inside information confidential by means of confidentiality agreement, confidentiality commitment letter (refer to Annex I), notice of prohibition of insider trading and other necessary means.
Article 14 before the disclosure of the inside information, the insider of the inside information shall properly keep the documents, discs, tapes, meeting minutes, resolutions and other materials containing the inside information. It is not allowed to lend them to others for reading and copying, and it is not allowed to be carried and kept by others. Insiders of inside information shall take corresponding measures to ensure that the relevant inside information stored on the computer will not be read or copied.
Article 15 before the announcement of the company’s regular report, insiders shall not disclose and submit the company’s quarterly, interim and annual statements and relevant data to the outside world, and shall not disseminate them in any form on any website. If unpublished information is provided to the controlling shareholder of the company, it shall be reported to the securities regulatory authority and Shenzhen Stock Exchange in accordance with relevant requirements.
Article 16 if the company’s inside information is difficult to keep confidential, or has been leaked (such as media reports, market rumors, etc.), or the company’s securities trading price fluctuates abnormally, the company shall disclose it immediately. Article 17 If the insider divulges the insider information he knows, or uses the insider information to carry out insider trading, spread false information, manipulate the securities market or commit fraud, which has caused serious impact or loss to the company, the company will punish the relevant responsible person or require him to bear compensation liability in accordance with relevant regulations. Those suspected of committing a crime will be transferred to the judicial organ for criminal responsibility according to law.
Article 18 If a securities company or securities service machine that issues special documents for the company to fulfill its obligation of information disclosure discloses the company’s information without authorization and causes losses to the company, the company shall investigate its responsibility according to law.
Article 19 Where insiders are punished by regulatory authorities, administrative authorities or judicial authorities for insider trading or other illegal activities in violation of the provisions of this system, the company shall submit the punishment results to the securities regulatory authorities and Shenzhen Stock Exchange, and shall timely fulfill the obligation of information disclosure.
Chapter IV transmission, examination and disclosure of inside information
Article 20 the board of directors is the management organization of the company’s inside information, the chairman is the main person in charge of the confidentiality of the company’s inside information, and the Secretary of the board of directors is specifically responsible for the monitoring and information disclosure of the confidentiality of the company’s inside information.
Article 21 without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the contents of the company’s insider information and unpublished information disclosure to the outside world. The documents, soft (magnetic) discs, audio (video) tapes, optical discs and other materials related to insider information and information disclosure that are reported and transmitted to the outside world must be reviewed and approved by the Secretary of the board of directors (and submitted to the board of directors for review according to the degree of importance).
Article 22 the Secretariat of the board of directors of the company is responsible for the communication and consultation with the securities regulatory authorities, Shenzhen Stock Exchange, securities companies, relevant intermediaries, news media and investors.
Article 23 the information disclosed by the company shall be announced on at least one newspaper designated by the CSRC and the website of Shenzhen Stock Exchange. The company shall ensure to disclose information in the newspapers and websites designated by the CSRC at the first time, and the insider information disclosed in other public communication media shall not precede the newspapers and websites designated by the CSRC.
Chapter V procedures and contents of registration and filing of insiders
Article 24 before the public disclosure of inside information according to law, the company shall fill in the file of insiders of inside information (refer to Annex I), 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, method Content and other information. Insiders of inside information shall confirm.
The board of directors shall ensure that the files of insiders are true, accurate and complete, and the chairman of the board of directors is the main responsible person. The Secretary of the board of directors is responsible for the registration and filing of insiders 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 25 when the shareholders, actual controllers and their related parties of the company study and initiate major matters related to the company, as well as other matters that have a significant impact on the company’s share price, they shall fill in the files of insiders of the institution.
Where securities companies, securities service institutions and other intermediaries accept the company’s entrustment to engage in securities service business, and the entrusted matters have a significant impact on the company’s stock price, they shall fill in the files of the insiders of the institution.
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 ensure the authenticity, accuracy and integrity of the insider files, and deliver the insider files to the company 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. The files of insiders of inside information shall be filled in according to the requirements of this system 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 26 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 27 when a company conducts major matters such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing, share repurchase, or discloses other matters that may have a significant impact on the company’s securities trading price, in addition to filling in the files of the company’s inside information insiders in accordance with this system, it shall also make a memorandum on the progress of major matters, 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 planning and decision-making methods, etc. The company shall urge the relevant personnel involved in the memorandum to sign the Memorandum 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 28 the company shall timely supplement and improve the file information of insiders. The files of insiders of inside information shall be kept for at least 10 years from the date of recording (including supplement and improvement). The company shall provide insider files of inside information in accordance with the requirements of the securities regulatory authorities and Shenzhen Stock Exchange.
If the company carries out the major events listed in Article 27 of the system, it shall timely submit the insider files and the progress memorandum of major events to Shenzhen Stock Exchange after the internal information is publicly disclosed according to law, and disclose the relevant contents in the progress memorandum of major events according to the requirements of Shenzhen Stock exchange.
Article 29 in case of insider information in the subordinate departments, branches, holding subsidiaries and joint-stock companies that can exert significant influence on them, the person in charge of the unit where the insider information is located shall report to the board of directors of the company at the first time
