Tangrenshen Group Co.Ltd(002567)
Insider registration, filing and confidentiality system
Chapter I General Provisions
Article 1 in order to further improve the inside information management system of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as "the company" or "the company"), do a good job in the confidentiality of inside information and the registration and management of insiders, effectively prevent securities violations such as insider trading, and maintain the principle of fairness in information disclosure, according to the company law of the people's Republic of China and 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 provisions on the registration and management system of insiders of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, and in combination with the actual situation of the company.
Article 2 insiders of inside information shall have the obligation to keep confidential the inside information they know. Before the disclosure of the inside information according to law, they shall not disclose or disclose the information in any form, and shall not use the information for insider trading. Article 3 the board of directors of the company is the management organization of inside information. The board of directors shall ensure that the files of insiders of inside information 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, filing and submission of the company's insider information. 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.
Article 4 the investment securities department of the company shall be managed by the Secretary of the board of directors. The investment and Securities Department of the company is a daily office for information disclosure management, investor relations management and insider information registration and filing. It is uniformly responsible for the reception, consultation (inquiry) and service of securities regulators, stock exchanges, securities companies and other institutions, news media and shareholders. The daily management of insider information includes: insider information circulation, registration, disclosure, archiving and reporting to the regulatory authorities. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall perform such duties on behalf of the Secretary of the board of directors. Relevant departments of the company shall actively cooperate with the above matters.
Article 5 without the approval of the chairman, no department or individual of the company shall disclose, report or transmit the inside information related to the company to the outside world. Documents, soft (magnetic) discs, audio (video) tapes, CDs and other materials involving inside information reported and transmitted to the outside world can only be submitted and provided after being reviewed and approved by the Secretary of the board of directors and reported to the chairman of the board of directors for approval.
Article 6 the board of supervisors of the company shall supervise the implementation of the insider registration management system.
Chapter II Scope of inside information and insiders
Article 7 the insider referred to in this system refers to the relevant personnel specified in Article 51 of the securities law. The company shall strengthen the management of inside information and strictly control the scope of insiders of inside information.
Article 8 The term "inside information" as mentioned in this system refers to the unpublished information involving the company's operation, finance or having a significant impact on the company's securities market price in accordance with Article 52 of the securities law.
The major events listed in paragraph 2 of Article 80 and paragraph 2 of Article 81 of the securities law belong to insider information. Chapter III Registration, filing and filing
Article 9 the Secretary of the board of directors shall register and record the insider information while the relevant personnel know the insider information. The insider file and the progress memorandum of major events shall be kept for at least 10 years from the date of recording.
Insiders of inside information shall take the initiative to fill in the registration form for insiders of inside information (Annex I) from the date they learn the inside information, and submit it to the investment and securities department for filing on the same day. The investment and securities department has the right to require insiders to provide or supplement other relevant information.
Tenth insider information is recorded, including, but not limited to, the name of insider information, ID number, job title, work unit, knowledge of the inside information content, knowledge of the way and method, the location of the knowledge, the time of knowing, the stage of the inside information, and the time of registration.
Article 11 before the public disclosure of inside information according to law, the relevant responsible person shall fill in the insider file of inside information and timely record the important time points, including 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 for the company's summary, self-examination and query by relevant regulatory authorities, and submit the insider files of insider information and the progress memorandum of major events to the stock exchange within five trading days after the public disclosure of insider information according to law.
Article 12 when the shareholders, actual controllers and 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 a securities company, accounting firm, law firm or other intermediary institution is entrusted to carry out relevant business, and the entrusted matter has a significant impact on the company's securities trading price, it shall fill in the insider file of its own institution.
Acquirers, counterparties of major asset restructuring and other initiators involved in the company and having a significant impact on the company's securities trading price shall fill in the insider files of their own units.
The above 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 event process. 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 register the insiders of the inside information in the circulation of the inside information it knows, and summarize the files of the insiders of all parties.
Article 13 Where the personnel of the administrative department come into contact with the company's inside information, they shall do a good job of registration in accordance with the requirements of the relevant administrative departments.
If the company needs to regularly submit information to relevant administrative departments in accordance with 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's file in the way of recording one thing.
Article 14 when the 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 or summarizing the insider file of inside information, A memorandum on the progress of major issues should also be prepared (Annex II), including but not limited to the time of each key time point in the planning and decision-making process, the list of personnel participating in the planning and decision-making, the planning and decision-making method, etc. the Secretary of the board of directors of the company shall urge the relevant personnel involved in the memorandum of progress of major events to sign and confirm the memorandum of progress of major events. The shareholders, actual controllers and their related parties of the company shall cooperate Work together to prepare a memorandum on the progress of major issues.
Article 15 the company's directors, supervisors, senior managers and heads of departments, holding subsidiaries and branches shall actively cooperate with the company in the registration and filing of insider information, and timely inform the company of the insider information and the change of relevant insider information.
Article 16 the procedures for the registration and filing of the company's inside information are as follows:
1. When inside information occurs, insiders who know the information (mainly heads of departments and institutions) need to inform the Secretary of the board of directors of the company of the information at the first time. The Secretary of the board of directors shall timely inform relevant insiders of various confidentiality matters and responsibilities, and control the transmission and scope of inside information according to various laws and regulations;
2. The Secretary of the board of directors shall organize relevant insiders to fill in the registration form for insiders of inside information at the first time and verify the inside information in time to ensure the authenticity and accuracy of the contents filled in the registration form for insiders of inside information.
3. Relevant insiders of inside information shall timely obtain and submit the registration form of insiders of inside information from the investment and securities department. After registration, the investment and securities department shall be responsible for filing the form for the company's self inspection or the inspection of regulatory authorities. Article 17 when the company is involved in major matters such as acquisition, major asset restructuring, securities issuance, merger, division, spin off listing, share repurchase and before the public disclosure of periodic reports, or stock price changes, the company shall conduct self-examination on the trading of the company's shares and their derivatives by insiders and the registration of insiders. If it is found that insiders of inside information conduct insider trading, disclose inside information or suggest others to use inside information for trading, or the relevant responsible persons of the company fail to strictly implement these Provisions, the company shall verify and investigate the responsibilities of relevant personnel in accordance with this system, and submit the relevant situation and handling results to Hunan regulatory bureau of CSRC within 2 working days.
Chapter IV circulation of inside information
Article 18 the approval procedures for the circulation of inside information of the company are as follows:
1. Insiders of inside information shall strictly control the circulation of inside information to a minimum within the first time they know the inside information.
2. When the inside information needs to be circulated within the Department, the insider of the inside information shall obtain the consent of the department head.
3. When the inside information needs to be transferred between departments, it shall be approved by the person in charge of the original holding functional department of the inside information and the outflow functional department of the inside information and approved by the Secretary of the board of directors before it can be transferred to other departments. 4. In the process of transmitting the inside information, the insider shall inform the investment and Securities Department of the list of personnel in the next link of the inside information transmission, and inform the personnel in the next link of the inside information to register with the investment and securities department. If the insider in the next link fails to register in time, the relevant responsibilities shall be borne by the insider and the insider in the next link.
5. The investment and securities department shall timely inform relevant insiders of their confidentiality matters and responsibilities when registering insider information, and control the transmission and informed scope of insider information in accordance with various laws and regulations;
6. The provision of inside information by the company shall be approved by the principal of relevant functional departments (branches and holding subsidiaries), reviewed and approved by the Secretary of the board of directors and approved by the chairman of the board of directors.
Article 19 If the company's inside information is generated from departments, branches, holding subsidiaries and joint-stock companies that the company can have a significant impact on, or needs to be transferred among the above subjects, the following requirements shall be followed: 1. The above subjects shall designate a special person to be responsible for registering the relevant information of the insiders involved in the inside information matters, The responsible person shall timely report to the Secretary of the board of directors in writing the work progress and circulation of matters involving inside information, and submit the registration form of insiders of inside information, etc. from the negotiation and planning stage of major matters or the important time point from the occurrence of emergencies.
2. The circulation of inside information shall be subject to necessary examination and approval procedures, which shall be approved by the person in charge of the above subject generating inside information, and then the special person in charge shall report to the Secretary of the board of directors for examination and approval before circulation. The special responsible person shall timely register the insiders of the insider information involved in the circulation process and submit it to the Secretary of the board of directors.
3. The time limit for the special responsible person to submit the work progress and circulation of matters involving inside information and the registration form of insiders of inside information to the Secretary of the board of directors is the day when the important time point of the matter occurs.
4. The Secretary of the board of directors of the company shall closely follow up the progress of the matter and do a good job in the file management of insider information.
Article 20 the external submission and provision of materials involving inside information, including paper documents, soft (magnetic) discs, audio (video) tapes, optical discs and other forms, can only be submitted and provided after being reviewed and approved by the Secretary of the board of directors and reported to the chairman for approval. The special responsible person shall timely register the insiders of the insider information involved in the circulation process and submit it to the Secretary of the board of directors. The reporting time limit is the date of the event.
Article 21 all departments, branches, holding subsidiaries and joint-stock companies of the company that can exert significant influence on them shall submit the relevant information of the annual report to the statutory body in accordance with laws and regulations no earlier than the disclosure time of the company's performance express, and the disclosure content of the performance express shall not be less than that provided when the information is submitted to the outside. Article 22 the company shall strengthen the management of the submission, circulation and use of insider information. The annual statistical statements and other submission requirements of external units without legal basis shall be rejected. If the major shareholder or actual controller of the company has no reasonable reason to require the company to provide unpublished information, the board of directors of the company shall refuse. If the company is required to submit in accordance with laws and regulations, it shall sign a confidentiality agreement (Annex III) with the submitting unit. It is necessary to register the relevant personnel of the submitting external unit as insiders of inside information for future reference. The submitting external unit shall remind the relevant personnel to perform the confidentiality obligation.
Chapter V confidentiality and accountability
Article 23 the specific handler of the company's relevant matters shall show the insider trading prohibition notice (Annex IV) to the insider every time to fulfill the obligation of disclosure. The insider shall sign an insider confidentiality agreement (Annex V) with the company, which shall clearly specify the rights, obligations and liabilities of each party for breach of contract. (Note: the notice of prohibiting insider trading shall be signed and confirmed by the insider.)
Article 24 insiders of the company's inside information shall be responsible for the confidentiality of the inside information they know. Before the inside information is disclosed according to law, they shall not disclose it in any form, use the inside information to buy and sell the company's shares and derivatives, or suggest others to buy and sell the company's shares and derivatives.
Article 25 the directors, supervisors, senior managers and insiders of relevant inside information of the company shall take necessary measures to minimize the insiders of the information before the public disclosure of the inside information.
Each department or leader in charge of the company shall bear leadership responsibility for the violation of insider information confidentiality regulations by subordinate employees within the Department.
Article 26 before the disclosure of inside information according to law, 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 27 insiders of inside information shall properly keep the documents, soft (optical) discs, audio (video) tapes, meeting minutes, resolutions and other materials containing inside information, and shall not lend them to others to read, copy, carry and keep them on their behalf.
When editing and printing the text or digital materials of inside information, relevant staff shall ensure that the information is not leaked. The printing, delivery, borrowing, storage and destruction of materials shall be carried out in strict accordance with the company's system. Article 28 before the announcement of inside information, financial and statistical staff shall not disclose and submit the company's monthly, quarterly, semi annual and annual statements and relevant data to the outside world. Before the official announcement, the aforesaid inside information shall not be disseminated and pasted in any form on the company's internal website.
Article 29
