Insider information reporting and registration management system
Chapter I General Provisions
Article 1 in order to standardize the inside information management of Ninestar Corporation(002180) (hereinafter referred to as "the company") and maintain the principle of fairness in information disclosure, in accordance with the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the measures for the management of information disclosure of listed companies and the provisions on the registration and management system of insiders of listed companies (CSRC announcement [2021] No. 5) the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant laws and regulations and the relevant provisions of the articles of association.
Article 2 inside information refers to all information that may have a great impact on the trading price of the company's shares and their derivatives and that has not been known to investors.
Article 3 the insider referred to in this system refers to all insider of internal offering information in all links such as report, transmission, preparation, review and disclosure before the disclosure of insider information. Insider information to be reported mainly includes:
1. Relevant personnel of external units who can contact and obtain the company's inside information;
2. Actual controllers, directors, supervisors, senior managers and other personnel who can obtain inside information of the company.
Article 4 the actual controllers, directors, supervisors, senior managers and other insiders of the company shall strictly perform the obligation of confidentiality. Before the disclosure of the inside information, they shall not buy or sell the company's shares, disclose the inside information, or suggest others to buy or sell the company's shares. Those who violate the provisions will be given administrative penalties according to law; If a crime is suspected, it will be transferred to the judicial organ for criminal responsibility according to law.
Chapter II responsibilities and division of labor
Article 5 the securities department 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 shall be reviewed and approved by the Secretary of the board of directors (and submitted to the board of directors for review according to the importance) before they can be reported and transmitted to the outside world.
Article 6 under the leadership of the Secretary of the board of directors, the securities department is specifically responsible for the daily reporting of insider information. Be responsible for registering the relevant information of insiders, and timely reporting to Shenzhen Stock Exchange and Guangdong securities regulatory bureau of China Securities Regulatory Commission.
Article 7 insiders of inside information shall be responsible for providing relevant personal data to the securities department as soon as they know the inside information and signing relevant confidentiality agreements.
Chapter III Scope of inside information and insiders
Article 8 the insider information referred to in this system shall be regarded as the information known by insiders, which involves the operation and finance of the company or has a significant impact on the price of the company's securities and their derivatives in trading activities and has not been made public. Unpublished information refers to matters that have not been officially disclosed on the information disclosure media or websites of Listed Companies formulated by the CSRC
Article 9 the scope of inside information referred to in this system includes but is not limited to:
1. Major changes in the company's business policy and business scope;
2. For the company's major investment, the company purchases and 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 exceeds 30% of the assets at one time;
3. 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;
4. The company has major debts and fails to pay off the due major debts;
5. The company incurs major losses or losses;
6. Major changes in the external conditions of the company's production and operation;
7. The directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
8. The shareholders or actual controllers holding more than 5% of the company's shares have changed greatly in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have changed greatly in their engagement in the same or similar business as the company;
9. The company's plans for dividend distribution and capital increase, 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;
10. Major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or announced according to law
The report is invalid;
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. The main or all businesses of the company come to a standstill;
13. Major changes in the company's external guarantee or debt guarantee
14. The company's undisclosed capital increase, merger, reorganization, private placement and other activities;
15. The directors, supervisors and senior managers of the company may be liable for major damages according to law;
16. The company's undisclosed periodic report or performance express and performance forecast;
17. Refinancing plan of the company's securities market;
18. Obtain large government subsidies and other additional income that may have a significant impact on the company's assets, liabilities, equity or operating results
19. Other important information recognized by the CSRC that has a significant impact on the securities trading price.
Article 10 the insider referred to in this system refers to the units and individuals that can directly or indirectly obtain the insider information before the disclosure of the insider information of the listed company, including but not limited to:
1. Natural person shareholders holding more than 5% of the company's shares;
2. Directors, supervisors and senior managers of corporate shareholders holding more than 5% of the company's shares;
3. Directors, supervisors and senior managers of the company;
4. Controlling shareholder and actual controller of the company;
5. Principals of all departments, branches and subsidiaries of the company and other internal personnel of the company who can access and obtain insider information due to their positions in the company;
6. External units and individuals who obtain the company's inside information due to the performance of their duties;
7. Employees of accounting firms, law firms, financial consultants, recommendation agencies, credit rating agencies and other securities service institutions that provide services to the company;
8. The acquirer or major asset transaction party of the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers, the proposing shareholders of relevant matters and their directors, supervisors and senior managers (if any);
9. Other insider information specified in laws, regulations, rules and normative documents
Chapter IV Registration and filing process
Article 11 before the inside information is publicly disclosed according to law, The company shall fill in the insider file of the company in accordance with these Provisions (see the annex for the insider file form), and timely record the list of insider at 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 and content of knowing the insider information.
Article 12 the Securities Department of the company shall ensure that the files of insiders of inside information are true, accurate and complete, and the chairman 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 board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 13 in case of any of the following circumstances, the securities department shall timely require relevant insiders to fill in the archives of Ninestar Corporation(002180) insiders, and submit relevant information disclosure documents to Shenzhen stock exchange for filing at the same time:
1. When the company prepares the disclosure documents related to the annual report and semi annual report.
2. When the company formulates the profit distribution and capital reserve conversion to share capital scheme including high proportion transfer scheme.
3. The company is in the process of formulating the equity incentive plan.
4. When the company is planning major investment, major foreign cooperation and other matters that may have a significant impact on the trading price of the company's securities and their derivatives.
5. When the company is planning major events involving acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase and so on.
6. When the shareholders holding more than 30% of the company's shares and their persons acting in concert increase their shares.
In case of any of the circumstances in paragraph 5 above, the company shall also report the memorandum on the progress of major events to Shenzhen Stock Exchange at the same time.
Article 14 when the company submits statistical statements to the outside according to law, if the statistical statements involve unpublished annual reports, semi annual reports and other relevant information, the operator responsible for submitting statistical statements shall require relevant external personnel of the company to fill in the file of Ninestar Corporation(002180) insider information insiders, and prompt the external insider information insiders of the company to abide by relevant laws and regulations. The handler responsible for submitting the statistical statements shall timely submit the Ninestar Corporation(002180) insider information insider file to the securities department.
Article 15 the company's directors, supervisors, senior managers and other insiders shall actively cooperate with the company in the registration and management of insiders.
Article 16 the person in charge of each department, the person in charge of (Branch) subsidiaries and relevant joint-stock companies shall timely report the insider information they know to the Secretary of the board of directors and the Securities Department of the company, strictly perform the obligation of confidentiality, and cooperate with the company in the registration and management of insider information in accordance with the requirements of this system.
Article 17 according to the different requirements of relevant departments, the information of insiders in the securities part shall be reported to Shenzhen Stock Exchange, China Securities Regulatory Commission and Guangdong securities regulatory bureau after being confirmed by the Secretary of the board of directors and signed and sealed by the chairman of the board of directors.
Article 18 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 10 years from the date of recording (including supplement and improvement). The CSRC, its dispatched offices and stock exchanges can query the files of insiders of inside information.
Chapter V responsibility and punishment
Article 19 insiders of the company's inside information shall be responsible for the confidentiality of the inside information they know. Before the disclosure of the inside information according to law, they shall not disclose, report and transmit the inside information in any form, nor use the inside information to buy and sell the company's shares and derivatives, or advise others to buy and sell the company's shares and derivatives. Article 20 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.
Article 21 the company shall, together with its directors, supervisors, senior managers, relevant personnel of all departments of the company, insiders of inside information, research institutions and intermediaries, inform relevant personnel of the confidentiality obligation of inside information, prohibition of inside trading and punishment for violation of the provisions on the management of inside information by signing confidentiality agreements, notification of prohibition of inside trading and other necessary means.
Article 22 for insiders who violate this system, disclose insider information without authorization, or use insider information for insider trading, or suggest others to use insider information for trading, the board of directors of the company will punish the relevant responsible persons according to the seriousness of the circumstances and the loss and impact on the company, and shall act in accordance with the law Report to the securities regulatory authority in accordance with the requirements of regulations and normative documents. The CSRC will file and inspect relevant units and individuals. If they are suspected of committing a crime, they shall be transferred to the judicial organ for criminal responsibility according to law.
Chapter VI supplementary provisions
Article 23 the system shall come into force from the date of deliberation and adoption by the board of directors.
Article 24 matters not covered in this system shall be implemented in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the governance rules of listed companies and other relevant provisions.
Article 25 the right to amend and interpret these rules belongs to the board of directors of the company.
Article 26 the system shall come into force from the date of deliberation and adoption by the board of directors.
Ninestar Corporation(002180)
Board of directors
December 23, 2012 Appendix 1: Ninestar Corporation(002180) file format of insiders:
Securities code: Securities abbreviation: insider information matters:
The ID number of the unit is known to the inside of the unit. The insider knows the inside information, the inside information, the registration time, the registration number, the Department / post information, the time information and the stage content.
Insider information party
Member type
full name
Special note: our company
