Henan Qingshuiyuan Technology Co.Ltd(300437)
Insider registration management system
Chapter I General Provisions
Article 1 is to regulate the inside information management of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as “the company”)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Shenzhen Stock Exchange GEM Listing Rules and the measures for the administration of information disclosure of listed companies This system is formulated in combination with the actual situation of the company, in accordance with the relevant provisions of relevant laws, regulations and the articles of association, such as the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies.
Article 2 the board of directors of the company is responsible for the management of inside information. The chairman is the person in charge of the management of inside information, and the Secretary of the board of directors is the organization and implementation person. The office of the board of directors is the daily office for the registration and filing of the company’s inside information.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 without the approval or authorization of the board of directors, any department or individual of the company shall not disclose, report or transmit the company’s insider information and information disclosure to the outside world. The documents, audio-visual and CD-ROM materials related to inside information and information disclosure reported and transmitted to the outside world can only be reported and transmitted to the outside world with the approval of the board of directors. The information submitted or disclosed by the company according to law shall be carried out in strict accordance with the relevant provisions of securities supervision.
Article 4 the company’s directors, supervisors, senior managers and all departments and branches (subsidiaries) of the company shall do a good job in the timely reporting, management and confidentiality of insider information, and shall not disclose insider information, conduct insider trading or cooperate with others to manipulate the trading price of the company’s securities.
Article 5 insiders of the company’s inside information shall know relevant laws and regulations, strictly abide by the obligation of confidentiality, register in strict accordance with the relevant provisions of this system, and cooperate with the registration and filing of insiders of the company’s inside information.
Chapter II Scope of inside information
Article 6 refers to the financial information or operating system of the issuer involved in the securities trading activities
Unpublished information that has a significant impact on the market price of the issuer’s securities. Unpublished means that the company has not officially disclosed on the information disclosure publications or websites of listed companies designated by the CSRC and selected by the articles of association.
Article 7 the scope of inside information referred to in this system includes but is not limited to:
(I) major events that may have a great impact on the company’s stock trading price, including:
1. Major changes in the company’s business policy and business scope;
2. For the company’s major investment, 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;
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. Major losses or losses of the company;
6. Major changes in the external conditions of the company’s production and operation;
7. The directors, more than one-third of the supervisors or the president and vice president of the company change, and the chairman, President and vice president are unable to perform their duties;
8. The situation of shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company has changed greatly, and the situation of the actual controllers of the company and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
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 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. The company’s plan to distribute dividends or increase capital;
13. Major changes in the company’s ownership structure;
14. Major changes in the company’s debt guarantee;
15. The mortgage, sale or scrapping of the company’s main business assets exceeds 30% of the assets at one time;
16. The acts of directors, supervisors and senior managers of the company may be liable for major damages according to law;
17. Relevant plans for the acquisition of the company;
18. Other important information recognized by the securities regulatory authority under the State Council that has a significant impact on the securities trading price. (II) major events that may have a great impact on the trading price of corporate bonds (if any), including:
1. Major changes in the company’s ownership structure or production and operation status;
2. The credit rating of corporate bonds changes;
3. Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
4. The company fails to pay off its due debts;
5. The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
6. The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
7. The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
8. 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;
9. Major litigation and arbitration involving the company;
10. 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;
11. Other matters prescribed by the securities regulatory authority under the State Council.
Chapter III Scope of insider information
Article 8 the insider referred to in this system refers to the person who can obtain the inside information directly or indirectly before the disclosure of the company’s inside information
A unit or individual that obtains inside information.
Article 9 the scope of insiders referred to in this system includes but is 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, and the actual controllers of the company and their directors, supervisors and senior managers;
(III) the company controlled or actually controlled by the company and its directors, supervisors and senior managers;
(IV) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(V) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VI) relevant personnel of stock exchanges, securities companies, securities registration and settlement structures and securities service institutions who can obtain insider information due to their positions and work;
(VII) staff of securities regulatory bodies who can obtain inside information due to their duties and work;
(VIII) staff of relevant competent departments and regulatory institutions who can obtain inside 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;
(IX) other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Chapter IV Registration and filing of insiders
Article 10 before the public disclosure of insider information according to law, the company shall fill in the insider file of the company in accordance with the regulations, and timely record the list of insider information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution, disclosure and other links, as well as the time, place, basis, method, content and other information of knowing the insider information. Insiders of inside information shall confirm.
Article 11 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, it shall, in addition to filling in the insider file of the company’s insider information in accordance with the regulations, also prepare a memorandum of 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 way of planning and decision-making, etc. The company shall urge the relevant personnel involved in the progress memorandum of major events to sign and confirm the progress memorandum of major events. 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 12 when the shareholders, actual controllers and their 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 files of the insider of the unit.
Where a securities company or securities service 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 file of the insider of the 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 files of insiders of the unit.
The insider information shall be delivered to the company by stages according to the process of the insider information disclosure, but the complete insider information shall not be delivered to the company by stages.
The files of insiders of inside information shall be filled in according to the specified requirements and signed by insiders for confirmation. The company shall register the insiders of the insider information in the circulation of insider information it knows, and summarize the files of insiders of all parties involved.
Article 13 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 14 in case of any of the following circumstances, the company shall submit the relevant information disclosure documents to the Shenzhen Stock Exchange and file the insider files of the relevant company, including but not limited to:
(I) learning that the company has been acquired;
(II) the board of directors of the company deliberates and approves the major asset restructuring plan or scheme;
(III) the company’s board of directors deliberates and approves the securities issuance plan;
(IV) the company’s board of directors deliberates and adopts the draft of merger and division;
(V) the board of directors of the company deliberates and approves the share repurchase plan;
(VI) the company plans to disclose annual report and semi annual report;
(VII) the board of directors of the company deliberated and approved the profit distribution plan and the plan of converting capital reserve into share capital; The above-mentioned “high transfer” refers to that the total number of bonus shares and capital reserve shares transferred for every ten shares reaches more than ten shares;
(VIII) the board of directors of the company deliberated and approved the draft of equity incentive and employee stock ownership plan;
(IX) other matters that may have a significant impact on the trading price of the company’s shares and their derivatives, such as major investment, major foreign cooperation, or signing major contracts for daily operation;
(x) before the company discloses major events, the company’s shares have been trading abnormally;
（11） Other circumstances recognized by the CSRC or Shenzhen Stock Exchange.
Fifteenth insider information is recorded, including, but not limited to, the name, duty, ID number, securities account number, work unit, insider information, knowledge and way of knowing, the time and confidentiality provisions of insider information.
Article 16 the company shall strengthen the management of inside information and strictly control the scope of insiders of inside information. Insiders of inside information shall actively cooperate with the company in the filing of insiders of inside information, and timely provide the company with true, accurate and complete insider information in accordance with relevant requirements.
Article 17 the directors, supervisors, senior managers, departments, branches, holding subsidiaries and other insiders of the joint-stock companies that can have a significant impact on them shall actively cooperate with the company in the registration and filing of insiders, Timely inform the insider of the company and the change of relevant insider information.
Article 18 the shareholders, actual controllers, purchasers, counterparties, intermediary service agencies and other insiders of the company shall actively cooperate with the company in the archives of insiders, and timely inform the company of the insiders of major events that have occurred or are to occur and the changes of relevant insiders
Article 19 before the public disclosure of the matters listed in Article 14 of the system or during the planning process, if the company needs to file with the relevant state departments, submit for approval or submit information in other forms according to law, it shall do a good job in the registration of insiders and fulfill the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
The board of directors of the company shall timely register and submit the insider files in accordance with the provisions and the relevant rules of the stock exchange, and ensure that the insider files are true, accurate and complete. The Secretary of the board of directors is responsible for the registration, filing and submission of insider information 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.
Article 20 the company shall timely supplement and improve the files of insiders and the progress memorandum of major events. 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 board of supervisors of the company shall be informed of the insider information
