Tianjin Motimo Membrane Technology Co.Ltd(300334)
Insider information management system
(revised in December 2021)
general provisions
Article 1 in order to regulate the inside information management of Tianjin Motimo Membrane Technology Co.Ltd(300334) (hereinafter referred to as "the company"), strengthen the confidentiality of the company's inside information, maintain the principle of fairness in information disclosure and protect the interests of investors, according to the company law of the people's Republic of China, the Securities Law of the people's Republic of China and the Listing Rules of Shenzhen Stock Exchange on the gem The measures for the administration of information disclosure of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the provisions on the registration and administration system of insiders of listed companies and other relevant laws and regulations This system is formulated in accordance with the relevant provisions of normative documents, the Tianjin Motimo Membrane Technology Co.Ltd(300334) articles of Association (hereinafter referred to as the "articles of association") and the management measures for information disclosure, and in combination with the actual situation of the company.
Article 2 the board of directors is the management organization of inside information, and the Secretary of the board of directors shall organize the implementation. The Securities Department of the company assists the Secretary of the board of directors in the management of the company's information disclosure, insider management, registration and filing, and the supervision of the company's insider information.
Article 3 without the approval of the board of directors or the written review of the Secretary of the board of directors, any department or individual of the company shall not disclose, report or transmit the contents related to the company's insider information and information disclosure. Unless it has fulfilled the obligations required by laws, regulations and listing rules or has obtained effective authorization.
Article 4 the directors, supervisors, senior managers and other insiders of the company shall keep the inside information confidential, shall not disclose the inside information, shall not use the inside information to make profits for themselves, their relatives or other institutions or individuals, and shall not use the relevant information to use their own The securities accounts of relatives or other institutions and individuals trade the securities of the company, suggest others to buy and sell the securities, or cooperate with others to manipulate the securities trading price.
Chapter II Scope of inside information
Article 5 insider information refers to the information that has not been made public that involves the operation and finance of the listed company or has a significant impact on the securities market price of the listed company 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.
Article 6 the scope of inside information includes but is not limited to:
Major events that may have a great impact on the stock trading price of the company and the company whose shares are traded on other national securities trading places approved by the State Council mainly include:
(i) 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 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） Breach of the company's major debts and failure to pay off major debts due;
（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 managers of the company change, and the chairman or manager is unable to perform his duties;
（8） Major changes have taken place in the situation where shareholders or actual controllers holding more than 5% of the company's shares hold shares or control the company, and major changes have taken place in the situation where the actual controllers of the company and other enterprises under their control engage 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 resolutions of the general meeting of shareholders and the board of directors are revoked or declared invalid according to law;
（11） The company is suspected of committing a crime and investigated according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of committing a crime and taken compulsory measures according to law;
（12） Other matters prescribed by the securities regulatory authority under the State Council.
Major events that may have a great impact on the trading price of corporate bonds, mainly including (I) major changes in the company's equity structure or production and operation;
（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 is suspected of committing a crime and investigated according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of committing a 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 7 insider refers to the person who can directly or indirectly contact and obtain the company's insider information due to his shareholder status, management status, supervision status or professional status, or performing his duties as an employee or professional consultant.
Article 8 the scope of insider information includes but is not limited to:
(i) The issuer and its directors, supervisors and senior managers;
（2） 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;
（3） The company controlled or actually controlled by the issuer and its directors, supervisors and senior managers; (4) persons who can obtain relevant inside information of the company due to their positions or business dealings with the company;
（5） Acquirers or major asset traders of listed companies and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
（6） 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;
（7） Staff of securities regulatory bodies who can obtain inside information due to their duties and work;
（8） 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 listed companies and their acquisitions and major asset transactions;
（9） Other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Chapter IV confidentiality management of inside information
Article 9 in the process of discussing relevant plans, forming relevant intentions, signing agreements or letters of intent, the insiders of the company shall timely and accurately inform the company of important information that may affect the stock price of the listed company, and support and cooperate with the company in the disclosure of relevant information according to law and compliance, Prevent the abnormal fluctuation of the company's share price caused by the disclosure of relevant information.
Article 10 in case of any disclosure of relevant information, market rumors, abnormal fluctuation of the company's share price, etc., the company shall urge and cooperate with the company to disclose or clarify relevant information in a timely, accurate and complete manner, and timely apply for suspension of stock trading in accordance with relevant regulations to eliminate adverse effects as soon as possible.
Article 11 the company shall take effective measures to control the scope of inside information, actively urge insiders to sign confidentiality agreements with the company, and perform confidentiality obligations for the company's inside information they know.
(i) In the process of major events of the company, the scope of participants shall be strictly controlled to minimize the knowledge and transmission of information. Strict confidentiality system shall be formulated and confidentiality agreement shall be signed with participants. If the company employs an intermediary, it shall also sign a confidentiality agreement with the hired intermediary.
（2） Insiders of inside information shall not disclose the contents of inside information to others, make profits for themselves, relatives or others by using the inside information, and shall not disclose, publicize and transmit the contents of relevant inside information to the outside world. （3） Before the announcement of the company's relevant financial information disclosure, the company's financial staff and other insiders shall not disclose and submit the company's quarterly, interim and annual statements and relevant data to the outside world. Before the formal announcement, insiders shall not spread in any form on the internal website, nor violate the rules in the form of internal speeches, interviews and articles Regulatory disclosure.
Article 12 due to work reasons, relevant personnel who often engage in securities, finance and other positions related to insider information shall have independent office space and special office equipment on the premise that it is conducive to the confidentiality and convenience of insider information.
Article 13 when printing written materials related to the company's inside information, staff shall set up warning signs, and irrelevant personnel shall not stay on the site. After receiving the fax and other documents from the confidentiality Department of the company, the staff shall timely forward them to the corresponding department, and carefully check the e-mail address of the receiving party before forwarding to prevent wrong e-mail; After forwarding, the local storage shall be cleared in time, and the confidential department documents shall not be stored with any intermediary carrier.
Article 14 when printing relevant documents and materials, the staff shall print them in strict accordance with the approved quantity, and shall not print more or less without authorization. In the process of printing documents and materials, the damaged materials shall be destroyed by the Printing Supervisor on the spot. Article 15 before the announcement of the company's inside information, confidential and archivists shall not lend out documents, soft (magnetic) discs, optical discs, audio (video) tapes, meeting minutes, meeting resolutions and other documents and materials containing inside information without authorization.
Article 16 when the company needs to submit the relevant information of the company's annual report to external units, the provision time shall not be earlier than the disclosure time of the company's performance report, and the disclosure content of the performance report shall not be less than the information provided to external users, and shall be disclosed in a timely manner.
Chapter V filing management of insider information
Article 17 the chairman of the company 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.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Before the public disclosure of insider information according to law, the company shall fill in the insider file of the listed company in accordance with the regulations, and timely record the name list of insider information at the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method and content of knowing the insider information. Insiders of inside information shall confirm. And report to Shenzhen Stock Exchange and regulatory authorities in accordance with relevant requirements. Relevant registration materials shall be kept for at least 10 years.
Article 18 insiders of inside information shall actively cooperate with the company in the filing of insiders of inside information, fill in the registration form of insiders of inside information and submit it to the securities investment department for filing within five working days from the date of learning the inside information, provide or supplement relevant information as required, and inform the change in time.
The contents of the insider file include but are not limited to the insider's name, nationality, certificate type, certificate number, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the company, position, related person, relationship type, informed date, informed place, informed method, informed stage, informed content, registrant information Registration time and other information.
The time of knowing the inside information refers to the first time that the insider knows or should know the inside information. The ways to know include but are not limited to meeting, telephone, fax, written report, e-mail, etc. The informed stage includes negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
When the company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing, share repurchase, or discloses other events that may have a significant impact on the company's securities trading price, it shall, in addition to filling in the insider files of the company's insider information in accordance with the regulations, prepare a memorandum on the progress of major events, 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 relevant personnel involved in the progress memorandum of major events to sign on the progress memorandum of major events for confirmation. The shareholders, actual controllers and their related parties of the listed company shall cooperate in the preparation of Memoranda on the progress of major events.
Article 19 the company shall, while submitting the documents related to the public disclosure of insider information to Shenzhen Stock Exchange, submit the registration form of insider information to Tianjin regulatory bureau of CSRC and other regulatory institutions specified in relevant regulations.
Article 20 the company's directors, supervisors, senior managers, functional departments, branches, holding subsidiaries and the main persons in charge of 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.
Chapter VI accountability
Article 21 when insiders of inside information disclose inside information without authorization in violation of this system, or violate laws and regulations due to dereliction of duty, the board of directors of the company shall designate a special agency to investigate insider information disclosure and insider trading events, and submit the results to relevant regulatory authorities.
Article 22 insiders who violate the information disclosure management system or confidentiality agreement shall be dealt with in accordance with relevant laws and regulations and the company's system. If losses are caused to the company, the company has the right to require relevant responsible personnel to bear economic compensation liability.
Article 23 any insider who violates the provisions of this system and causes serious consequences to the society, causing heavy losses to the company and constituting a crime shall be transferred to the company
