Tianjin Motimo Membrane Technology Co.Ltd(300334)
Insider information management system
Revised December 2021
general provisions
Article 1 in order to strengthen the management of insiders of Tianjin Motimo Membrane Technology Co.Ltd(300334) (hereinafter referred to as “the company”), maintain the principle of fairness in information disclosure, protect the legitimate rights and interests of shareholders of the company, especially the public shareholders, and prevent insiders from abusing their right to know, divulging insider information and conducting insider trading, in accordance with the company law of the people’s Republic of China Securities Law of the people’s Republic of China This system is hereby formulated in accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”), the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the provisions on the registration and management system of insiders of listed companies and the Tianjin Motimo Membrane Technology Co.Ltd(300334) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the management of the company’s inside information and its insiders. Where there are no provisions in this system, the relevant provisions of the company’s information disclosure management measures (hereinafter referred to as the management measures) shall apply. This system is applicable to all departments, branches and subsidiaries of the company.
Article 3 the board of directors shall lead and be generally responsible for the management of inside information and its insiders. The Secretary of the board of directors is responsible for filing, filing and regular inspection of the company’s insiders. The person in charge of each department of the company, the general manager of each holding and participating company of the company and the relevant person in charge of each affiliated department are the first responsible person for the insider management of each department and are responsible for the insider management of their own department; The counterpart business department shall be responsible for the management of insider information and insiders that may be generated by intermediary service institutions in cooperation with the company.
Article 4 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.
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 borrowings or external guarantees exceed 20% of the net assets at the end of the previous year; (6) the company’s waiver of creditor’s rights or property exceeds 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 responsibility of insiders of inside information
Article 9 insiders of inside information shall carefully study the company law, securities law, criminal law, measures for the administration of information disclosure of listed companies and relevant provisions on the administration of information disclosure of local exchanges, so as to enhance their legal concept and risk awareness.
Article 10 insiders of inside information shall strictly perform the responsibility of confidentiality for the inside information they know, and shall not disclose the relevant information to relatives, friends, colleagues or others. Before the public disclosure of inside information, insiders of inside information shall not disclose, report and transmit the contents of relevant inside information to the outside world, and shall not spread and paste them in any form on the company’s LAN, website and other network tools.
Article 11 all directors, supervisors and other insiders of the company shall minimize the scope of information before the company’s information is publicly disclosed. The company signed a confidentiality agreement with directors, supervisors, senior managers and other insiders to clarify the rights, obligations and liabilities of each party to the agreement.
Article 12 the company shall assist the holding subsidiaries and wholly-owned subsidiaries to establish an information disclosure management system to clarify the scope of the company’s undisclosed major information, reporting procedures and persons responsible for the report, confidentiality measures, the confidentiality responsibility of insiders of inside information, and the accountability of those who violate the regulations.
Article 13 before providing unpublished information to major shareholders, actual controllers and other insiders, the company shall confirm that relevant insiders have confidentiality obligations to the company in a confidentiality agreement or other written forms. If the major shareholder or actual controller has no reasonable reason to require the company to provide unpublished information, the board of directors of the company shall refuse.
Article 14 when planning major events such as equity incentive, M & A and private placement involving the company with relevant parties, the company shall make a confidentiality plan for relevant information before startup, including but not limited to proposing the intention of M & A and private placement, planning to participate in field investigation, proposing and discussing relevant plans, holding relevant meetings, negotiating with relevant parties Important information of each link such as final decision-making. The company shall sign a confidentiality agreement with the directors, supervisors, senior managers involved in the planning, the hired intermediary service institutions and their handling personnel, the counterparty and other insider information insiders to clarify the rights, obligations and liabilities for breach of contract of each party to the agreement. When the above parties inform the company of major events in accordance with the measures for the administration of information disclosure of listed companies or the requirements of the company, they shall also provide the list of insiders of inside information and relevant confidentiality agreements.
Article 15 non insider information insiders shall consciously not inquire about insider information. Non insiders become insiders of inside information after they know the inside information and are bound by this system.
Chapter V trading restrictions of insiders
Article 16 the company prohibits insiders of insider information of securities trading and their related persons, and those who illegally obtain insider information from using insider information to engage in securities trading activities.
Article 17 insiders who may know the company’s unpublished financial information shall not buy or sell the company’s shares within 30 days before the announcement of the company’s regular report (if the announcement date is delayed due to special reasons, from 30 days before the original announcement date to the final announcement date), and 10 days before the announcement of the company’s performance forecast and performance express.
Article 18 insiders who may know the company’s non-public major events shall not buy or sell the company’s shares from the date of the occurrence of major events that may have a significant impact on the company’s stock trading price or in the decision-making process to 2 trading days after disclosure according to law.
Article 19 insiders shall consult the Secretary of the board of directors before buying and selling the company’s shares and their derivatives. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If there may be improper trading behavior, the Secretary of the board of directors shall timely notify the insider of the proposed trading and prompt the relevant risks.
Article 20 during the period of insider information, if the relevant personnel buy or sell the company’s shares and their derivatives, they shall report to the person in charge of each department and the Secretary of the board of directors within 2 trading days, specifying the following contents:
(i) Number of shares held before this change;
（2） Date, quantity and price of this share change;
（3） The number of shares held after the change;
（4） Other explanations required by the company, such as the statement that insider trading information is not involved. Chapter VI registration and filing of insider information
Article 21 the company shall truthfully and completely record all insider lists of insider information in all links such as reporting, transmission, preparation, review and disclosure of insider information before disclosure, as well as relevant files such as the content and time of insider information for the company’s self inspection and relevant regulatory authorities. Among them, the company’s insider information involving M & A, securities issuance, acquisition, merger, division, share repurchase and equity incentive shall, within 5 trading days after the public disclosure of the insider information, comply with the requirements in the annex registration form of insiders, Submit the list of insiders of relevant inside information to Tianjin regulatory bureau of CSRC and Shenzhen stock exchange for filing.
Article 22 before the public disclosure of inside information according to law, the company shall fill in the files of inside information insiders of Listed Companies in accordance with the provisions, and timely record the list of inside information insiders in the stages of negotiation and planning, demonstration and consultation, contract conclusion, reporting, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method, and method of knowing the inside information Content and other information. Insiders of inside information shall confirm. And report to Shenzhen Stock Exchange and regulatory authorities in accordance with relevant requirements.
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.
Article 23 the board of directors shall be responsible for the registration and filing, and the Secretary of the board of directors shall organize the implementation. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall act as the Secretary of the board of directors. The Secretary of the board of directors shall register and record while relevant personnel know the inside information, and the registration and record materials shall be kept for at least ten years.
Article 24 the company’s directors, supervisors, senior managers and the main principals of departments and subsidiaries (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 25 the shareholders, actual controllers, purchasers and shareholders of the company
