Tianjin Motimo Membrane Technology Co.Ltd(300334)
Comparison table for revision of insider information management system
According to the company law of the people's Republic of China (revised in 2018), the securities law of the people's Republic of China (revised in 2019), the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (revised in 2020), and the guidelines for the articles of association of listed companies (revised in 2019) According to the latest provisions of relevant laws and regulations such as the guidelines for the governance of listed companies, and in combination with the actual situation and operation and management needs of the company, the board of directors of the company revised the relevant provisions in the insider information management system. The revised insider information management system can take effect only after being deliberated and approved by the general meeting of shareholders. The specific amendments are as follows:
Comparison table for revision of insider information insider management system
Content before and after revision
Article 1 is to regulate Tianjin Membrane Technology Co., Ltd. (hereinafter referred to as the "company"), and Article 1 is to regulate Tianjin Motimo Membrane Technology Co.Ltd(300334) (hereinafter referred to as the "company") ）In accordance with the interests of public investors of the people's Republic of China and the company law of the people's Republic of China The securities law of the people's Republic of China, Shenzhen justice, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange gem, the Listing Rules of Shenzhen Stock Exchange gem, the administrative measures for information disclosure of listed companies and other relevant administrative measures for information disclosure of listed companies Shenzhen laws, regulations, normative documents, articles of association of Tianjin Membrane Technology Co., Ltd. (hereinafter referred to as the guidelines), articles of association on insiders of listed companies ("articles of association") and measures for the management of information disclosure Regulations on registration management system and other relevant laws and regulations, and in combination with the actual situation of the company, formulate regulations, normative documents and the articles of association of Tianjin Membrane Technology Co., Ltd. (hereinafter referred to as "the company seal")
This system is formulated in combination with the actual situation of the company.
Article 2 the board of directors is the management organ of inside information. Article 2 the board of directors is the management organ of inside information, and the Secretary of the board of directors organizes the implementation. The company's securities investment organization shall be organized and implemented by the Secretary of the board of directors. The asset management department of the company's securities department assists the Secretary of the board of directors in the management of information disclosure, insider management and registration, insider management and registration, as well as the supervision of the company's insider information. Supervise the internal information of the company.
Article 5 The term "inside information" as mentioned in this system refers to the information that has not been made public in securities trading activities involving the operation and finance of the company in accordance with the provisions of Article 52 of the securities law, involving the economy of the listed company or having a significant impact on the market price of the company's securities, or having an impact on the market price of the listed company's securities. Unpublished information with significant impact.
Unpublished means that the company has not disclosed the major events listed in Article 11, paragraph 2 of the securities law of the people's Republic of China or on the information disclosure publications or websites designated by the CSRC. Information.
Article 6 the scope of inside information includes but is not limited to Article 6 the scope of inside information includes but is not limited to:
(i) Major changes in the company's business policy and business scope that may affect the approval of the company and its shares by the State Council; (2) decisions to purchase or sell property that have a great impact on the company's major investment behavior and the stock trading price of major companies; major events mainly include:
（3） The conclusion of important contracts by the company may cause significant changes to (I) the company's business policy and business scope, the company's assets, liabilities, equity and operating results;
Significant impact; （2） The company's major investment behavior, the company （4） The company has major debts or the purchase and sale of major assets within one year exceeds 30% of the company's right to maturity and is not paid off or fails to pay off 30% of the total amount of heavy assets at maturity, or the breach of the company's large debts for business, or the liability for mortgage, pledge, sale or scrapping of major assets with large compensation; it exceeds 30% of the assets at one time ；
（5） The company incurs major losses or suffers (3) the company enters into important contracts and provides major losses; major guarantees or engages in connected transactions, which may be harmful to the company
（6） The external conditions of the company's production and operation will cause significant changes in the company's assets, liabilities, equity and operating results;
（7） The directors and more than one-third (4) of the company have major debts and the supervisors or senior managers have changed; the breach of contract to pay the due major debts;
（8） Shares holding more than 5% of the company's shares (5) the company has suffered major losses or major losses, or the actual controller has held shares or control losses;
The situation of the company has changed greatly; （6） (9) major changes in the external conditions of the company's production and operation (9) capital reduction, merger, division and dissolution of the company;
(7) the company's directors and more than one-third of the company's assets are dissolved or applied for bankruptcy, or are ordered to close down according to law; the supervisor or manager is changed, and the chairman or (10) major litigation and arbitration involving the company are unable to perform their duties;
（11） The resolution of the shareholders' meeting or the board of directors is revoked or invalidated by (8) holding more than 5% of the company's shares according to law; the shareholders or actual controllers hold shares or （12） The situation of the company's main assets used for business has changed greatly, and the company's pledge, sale or scrapping exceeds 30% of the actual controller of the assets and other enterprises under its control at one time; the situation of the same or similar business as the company (XIII) the main assets have been sealed up, seized or greatly changed;
Freezing or being mortgaged or pledged; （9） The company's plan for dividend distribution and capital increase, (14) major or all businesses are suspended, the company's equity structure changes, the company's capital reduction and liquidation; the decision of merger, division, dissolution and bankruptcy application, (15) the company's regular report before disclosure according to law or entering bankruptcy proceedings according to law, being ordered to close down; report, performance express and its financial report; （10） Major litigation and arbitration involving the company, (16) the resolutions of the general meeting of shareholders and the board of directors on the distribution of dividends or capital increase of the company are revoked or planned according to law; the listed company repurchases its shares or declares it invalid with the accumulation fund;
Plans to increase share capital; （11） The company is suspected of committing a crime and is filed in accordance with the law (17) the board of directors has made a resolution on the issuance of new shares or its investigation, the formation of the company's controlling shareholder, actual controller, other refinancing schemes and equity incentive schemes, and the relevant directors, supervisors and senior managers are suspected of committing a crime; mandatory measures are taken in accordance with the law;
（18） Major changes in corporate debt guarantee (12) securities regulatory authority under the State Council
More; Other matters specified.
（19） The directors, supervisors and senior managers of the company may have major events that may have a great impact on the trading management personnel of trading corporate bonds and may bear major losses according to law, mainly including the liability for compensation
（20） The company is suspected of committing a crime and has been investigated by the judicial organ (I) the company's ownership structure or production and operation, and the company's directors, supervisors and senior management have changed significantly; The personnel are suspected of committing a crime and are taken compulsory measures by the judicial organ (2) the credit rating of corporate bonds is changed;
（21） Major changes in the company's equity structure (III) mortgage, pledge, conversion, sale, transfer and scrapping of the company's major assets;
（22） Relevant plans for the acquisition of the company; (4) the company fails to pay off its due debts; (23) it obtains large government subsidies;
To the company's assets, liabilities Equity or operation into (5) the company's new loans or additional income that has a significant impact on the results of external provision; the guarantee exceeds 20% of the net assets at the end of the previous year; (24) the court ruled to prohibit the controlling shareholder （6） The company's abandonment of creditor's rights or property exceeds the transfer of its shares; 5% of the company's net assets at the end of the previous year held by any shareholder is 10%; the above shares are pledged, frozen, judicial auction, entrusted to (7) the company exceeds the net assets management at the end of the previous year, the establishment of trust or the restriction of voting power according to law; 10% of major losses;
（25） Change accounting policies and accounting estimates (8) the company distributes dividends, makes decisions on capital reduction, calculation, merger, division, dissolution and application for bankruptcy, (26) the company is ordered to close down due to the preservation of previously disclosed information or the entry into bankruptcy proceedings according to law; in case of errors, failure to disclose in accordance with regulations or false records, （9） Major litigation and arbitration involving the company; ordered to correct by relevant authorities or decided by the board of directors (10) the company is suspected of committing a crime and adjusted to correct it according to law; investigated the company's controlling shareholder, actual controller, director (27) the company's regular financial reports; the directors, supervisors and senior managers are suspected of committing a crime and punished according to law （28） China Securities Regulatory Commission shall take compulsory measures according to the law of the people's Republic of China;
(11) other important information recognized by the Shenzhen stock exchange that has a significant impact on the price of the securities regulatory authority under the State Council.
Article 8 the scope of insider information includes, but Article 8 the scope of insider information includes but is not limited to:
(i) Directors, supervisors and senior management of the company (I) the issuer and its directors, supervisors and senior personnel; Level management personnel;
（2） Holding more than 5% of the company's shares; (2) shareholders holding more than 5% of the company's shares and their directors, supervisors and senior managers; shareholders holding more than 5% of the company's shares and their directors, supervisors and senior managers; (3) actual controllers of the company and their directors, supervisors, senior managers; level managers;
（4） The company's holding subsidiaries and their directors (3) the matters, supervisors and senior managers controlled or actually controlled by the issuer; the company and its directors, supervisors and senior managers; (5) due to their positions in the company, they can obtain; (4) due to their positions in the company or due to their internal information related to the company; the company's business dealings can obtain the internal information of the company （6） Personnel who may be exposed to non-public information due to intermediary services;
Information institutions and their related personnel, including but not limited to (5) acquirers of listed companies or major investors in accounting firms, recommendation institutions, financial consultants, property traders and their controlling shareholders, actual controllers, law firms, financial public relations companies, information software directors, supervisors and senior managers;
Company, etc. （6） (7) relevant personnel of securities trading places, securities companies, other persons designated or recognized as insiders of the company by securities registration and clearing institutions and securities service institutions who can obtain insider information of laws, regulations and CSRC due to their position and work;
（7） Staff members of securities regulatory bodies who can obtain inside information due to their duties and work; (8) the issuance of securities
