Jiangsu Yunyi Electric Co.Ltd(300304)
Insider information management system
Chapter I General Provisions
Article 1 in order to further regulate the management of inside information of Jiangsu Yunyi Electric Co.Ltd(300304) (hereinafter referred to as "the company"), strengthen the confidentiality of inside information and maintain the principles of openness, fairness and impartiality of information disclosure of the company, in accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China This system is formulated in accordance with the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 - registration and management system for insiders of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the Jiangsu Yunyi Electric Co.Ltd(300304) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the board of directors of the company is the management organization of inside information, and the chairman is the main person in charge. The Secretary of the board of directors is responsible for the registration and filing of insiders of the company. Under the leadership of the Secretary of the board of directors, the Securities Department of the company is specifically responsible for the daily reporting and filing of insider information, and is responsible for keeping the registration data of insider information. The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 the Securities Department of the company is the information disclosure organization of the company, which is responsible for the reception and consultation of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders. 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 contents and materials involving inside information and information disclosure, such as documents, audio-visual and optical discs reported and transmitted to the outside world, can only be reported and transmitted to the outside world after being examined and approved by the board of directors or the Secretary of the board of directors.
Article 4 this system is applicable to all subordinate departments, holding subsidiaries and joint-stock companies that the company can have a significant impact on.
Chapter II insider information and its scope
Article 5 the insider information referred to in this system refers to the unpublished information known to insiders that involves the operation and finance of the company or has a significant impact on the market price of the company's securities and their derivatives
Unpublished means that the company has not passed the information disclosure media of listed companies designated by the CSRC, the website of Shenzhen Stock Exchange and cninfo (HTTP ‖ www.cn. Info. Com. CN.) And so on.
Article 6 inside information includes but is not limited to:
(I) regular report, performance forecast and performance express;
(II) major changes in the company's business policy and business scope;
(III) the company's major investment behavior and major decision to purchase property;
(IV) the conclusion of important contracts by the company may have a significant impact on the company's assets, liabilities, equity and operating results;
(V) the company has major debts and fails to pay off the due major debts, or has large liability for compensation;
(VI) the company has suffered major losses or losses;
(VII) major changes in production and operation, external conditions or production environment (including major changes in product prices, raw material procurement and sales methods);
(VIII) changes in the chairman, general manager, directors (including independent directors) or more than one-third of the supervisors of the company; The chairman or general manager is unable to perform his duties;
(IX) the actual holding of more than 5% of the company's shares or the controlling shareholder of the company has changed;
(x) decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company; Or enter bankruptcy proceedings according to law and be ordered to close down;
（11） 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;
（12） The company is suspected of violating laws and regulations and is investigated by the competent authority, or is subject to criminal punishment or major administrative punishment; The directors, supervisors and senior managers of the company are suspected of violating laws and disciplines and are investigated or taken compulsory measures by the competent authorities;
（13） The board of directors adopts the plan of dividend distribution, equity incentive or refinancing (including public offering, non-public offering, allotment of shares, issuance of corporate bonds or convertible bonds, etc.);
（14） The CSRC shall put forward corresponding examination opinions on the company's issuance of new shares or other refinancing applications and major asset restructuring;
（15） Major changes in the company's ownership structure;
（16） Major changes in the company's debt guarantee;
（17） The mortgage, sale or scrapping of the company's main business assets exceeds 30% of the assets at one time; Major or all businesses come to a standstill;
（18） Relevant plans for the acquisition of the company; The controlling shareholder or actual controller intends to restructure the company's major assets or business;
（19） The court ruled that the controlling shareholder is prohibited from transferring its shares, and more than 5% of the company's shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted from voting rights according to law: (20) obtain extra income such as large government subsidies or incur possible losses to the company's assets, liabilities Other matters that have a significant impact on equity or business results;
（21） Appoint and dismiss accounting firms that provide audit services for the company;
（22） Change accounting policies and accounting estimates;
（23） Newly promulgated laws, administrative regulations, departmental rules, normative documents and policies may have a significant impact on the company's operation;
（24） Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（25） Other circumstances recognized by CSRC or Shenzhen Stock Exchange.
Chapter III insider information and its scope
Article 7 insider refers to the person who can directly or indirectly obtain insider information before the disclosure of the company's insider information.
Article 8 insiders of inside information include but are not limited to:
(I) the company and its directors, supervisors and senior managers; Enterprises controlled or actually controlled by the company and their directors, supervisors and senior managers; Personnel involved in the planning, demonstration and decision-making of major events within the company; Financial personnel, internal auditors and information disclosure staff who know the inside information due to their positions in the company.
(II) shareholders holding more than 5% of the company's shares and their directors, supervisors and senior managers; The controlling shareholder, the largest shareholder, the actual controller of the company and its directors, supervisors and senior managers; Acquirers of the company or parties related to major asset transactions and their controlling shareholders, actual controllers, directors, supervisors and senior managers (if any); Proposal on relevant matters shareholders and their directors, supervisors and senior managers (if any); Staff of securities regulatory bodies who can obtain inside information due to their positions and work, or relevant personnel of securities trading places, securities companies, securities registration and settlement institutions and securities service institutions; Staff of relevant competent departments and regulatory institutions who can obtain insider 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; Personnel of other external units who obtain relevant inside information from the company according to law; Personnel of other external units involved in the planning, demonstration, decision-making, approval and other links of major events.
(III) other persons who know the relevant inside information of the company due to kinship and business relationship with the relevant personnel in Item (1) and (2).
(IV) other personnel specified by the CSRC.
Chapter IV Registration and filing of insiders
Article 9 before the public disclosure of inside information according to law, the company shall fill in the file form of inside information insiders of the company in accordance with this system, timely record and summarize the list of inside information insiders in 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 and method of knowing the inside information Content and other information, and report to Shenzhen Stock Exchange within five trading days after the first public disclosure of insider information according to law.
Article 10 when disclosing the following major matters, the company shall report to the Shenzhen stock exchange the insider files of the relevant company's insider information, including but not limited to:
(I) major asset reorganization;
(II) high proportion of shares transferred;
(III) changes in equity resulting in changes in the actual controller or the largest shareholder;
(IV) tender offer;
(V) issuance of securities;
(VI) merger, division, spin off and listing;
(VII) share repurchase;
(VIII) annual report and semi annual report;
(IX) equity incentive draft and employee stock ownership plan;
(x) other matters required by the CSRC or the bourse that may have a significant impact on the trading price of the company's shares and their derivatives.
Before the company discloses major events, if the trading of the company's shares and their derivatives has undergone abnormal fluctuations, it shall report to the Shenzhen stock exchange for relevant insider information files.
After the disclosure of major events, if there are major changes in relevant events, the company shall timely supplement and submit the files of insider information to Shenzhen Stock Exchange.
Article 11 Where the company carries out the major matters specified in the preceding paragraph, it shall do a good job in the management of inside information and disclose the relevant information in stages according to the situation; It shall also make a memorandum on the progress of major events, record the time of each key point in the planning and decision-making process, the list of decision-makers involved in the planning and decision-making, the way of planning and decision-making, and urge the relevant personnel involved in planning major events to sign and confirm on the memorandum. 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. The progress memorandum of major events shall record each specific link and progress of major events, including the time, place, participating institutions and personnel of scheme demonstration, contact and negotiation, forming relevant intentions, making relevant resolutions, signing relevant agreements, performing approval procedures and other matters. The company shall submit a memorandum on the progress of major events to Shenzhen Stock Exchange within five trading days after the disclosure of insider information according to law.
Article 12 when planning a major asset reorganization (including issuing shares to purchase assets), the company shall submit the insider files to the Shenzhen Stock Exchange when disclosing the reorganization for the first time. The first disclosure of reorganization matters refers to the earlier of the first disclosure of the planned reorganization, the disclosure of the reorganization plan or the disclosure of the reorganization report.
During the period from the first disclosure of the reorganization matters to the disclosure of the reorganization report, if the reorganization plan is significantly adjusted or terminated, or if the reorganization matters are disclosed for the first time without disclosing the main financial indicators, estimated values, proposed pricing and other important elements of the underlying assets, the insider files shall be supplemented when the major changes of the reorganization plan or the important elements are disclosed.
Article 13 Where a listed company needs to file, submit for approval or submit other forms of information to the relevant administrative departments according to law before or during the public disclosure of major matters specified in Article 10 of this system, it shall do a good job in the registration of insiders of inside information, and perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 14 a listed company shall strengthen the management of inside information and strictly control the scope of insiders of inside information.
The files of insiders of inside information and the progress memorandum of major events shall be kept for 10 years from the date of recording (including supplement and improvement).
Article 15 the company's directors, supervisors, senior managers and the main principals of all departments, branches and subsidiaries 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 16 the Secretary of the board of directors of the company shall regularly (once a year) inspect the trading of insiders according to the files of insiders.
The company shall, in accordance with the provisions and requirements of the CSRC and Shenzhen Stock Exchange, conduct self-examination on the trading of the company's shares and their derivatives by insiders within five trading days after the announcement of the annual report, semi annual report and relevant major events, and find that insiders conduct insider trading Anyone who divulges insider information or suggests others to use insider information for trading shall verify it, investigate the responsibilities of relevant personnel in accordance with its insider registration management system, and disclose the relevant information and handling results within two trading days.
Article 17 the board of directors of the company shall check the authenticity, accuracy and integrity of the insider information, ensure the authenticity, accuracy and integrity of the insider files, and submit them in time. The Secretary of the board of directors of the company is responsible for the registration, filing and submission of insider information of the company. While submitting the insider files, the company shall issue a written commitment to ensure the authenticity, accuracy and completeness of the filled insider files and the memorandum on the progress of major matters, and inform all insider insiders of the relevant provisions of laws and regulations on insider. The chairman and the Secretary of the board of directors shall sign on the written commitment for confirmation.
The board of supervisors shall supervise the implementation of the insider registration management system.
Chapter V confidentiality management and punishment of inside information
Article 18 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 submit the inside information in any form, use the inside information to buy and sell the company's securities, or suggest others to buy and sell the company's securities, or use the inside information to make profits for themselves, their relatives or others.
Article 19 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, shall not disclose the inside information, shall not carry out insider trading or cooperate with others to manipulate the securities trading price.
Article 20 if the company provides unpublished information to insiders other than the controlling shareholder and actual controller, it shall confirm that it has signed a confidentiality agreement with them, send a notice prohibiting insider information trading, clarify the confidentiality obligations of insiders, and investigate the responsibilities of those who violate the regulations, And ask them to provide the list of insiders who know the inside information of the company.
Article 21 when discussing matters that may have a significant impact on the company's securities price, the controlling shareholders and actual controllers of the company shall minimize the scope of information. If the matter has been circulated in the market and changes the company's securities price, the controlling shareholder and actual controller of the company shall immediately inform the company so that the company can clarify it in time or report directly to the regulatory authority.
Article 22 If the controlling 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
