Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Insider information management system
Chapter I General Provisions
Article 1 in order to strengthen the management of inside information of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as "the company"), prevent insider trading, maintain the openness, fairness and impartiality of information disclosure, and protect the legitimate rights and interests of investors, according to the company law of the people's Republic of China (hereinafter referred to as "the company law") The securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of information disclosure of listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the provisions on the establishment of an insider registration management system for listed companies and other relevant laws and administrative regulations This system is formulated in accordance with the relevant provisions of departmental rules and normative documents (hereinafter referred to as "relevant laws and regulations") and Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association (hereinafter referred to as "articles of association") and in combination with the actual situation of the company.
Article 2 the company implements the registration and filing system for insiders and establishes files for insiders.
The board of directors of the company shall ensure that the files of insiders of inside information are true, accurate and complete, and the chairman of the company is the main responsible person.
The board of supervisors of the company shall supervise the implementation of the company's insider registration management system.
The Secretary of the board of directors of the company is responsible for managing the registration and filing of insiders of the company. The office of the board of directors of the company is responsible for the coordination of the registration and management of insiders of the company, and is the counterpart Department of the securities regulatory authority.
Article 3 this system is applicable to all departments and subordinate companies of the company's headquarters (hereinafter referred to as "relevant departments or units"). Relevant departments or units shall incorporate the registration of insider information into their daily management, and the person in charge of the relevant department or unit shall be the person in charge of the insider information management of the department or unit.
Relevant departments or units shall not report, transmit or release any content and materials related to the company's insider information in any media or form, unless they perform the obligations required by relevant laws and regulations or have obtained effective authorization.
Article 4 the directors, supervisors, senior managers and other insiders of the company shall keep the inside information confidential.
The directors, supervisors, senior managers and other insiders of the company shall not disclose the inside information, nor use the inside information to make profits for themselves, relatives or other institutions or individuals, nor use the relevant information to use their own, relatives or other institutions and individuals' securities accounts to trade the company's securities or suggest others to buy and sell the securities, Or cooperate with others to manipulate securities trading prices.
Chapter II Scope of inside information
Article 5 The term "inside information" as mentioned in this system refers to the information that involves the operation and finance of the company or has a significant impact on the market price of the company's securities in securities trading activities and has not been made public. Unpublished means that the company has not officially disclosed in the designated information disclosure publications and websites.
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;
(II) the company's major investment behavior and major decision to purchase or sell property;
(III) the conclusion of important contracts by the company may have a significant impact on the company's assets, liabilities, equity and operating results;
(IV) the company has major debts or major creditor's rights that have not been paid off when due, or has failed to pay off major debts when due;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company's production and operation;
(VII) the newly published laws, regulations, rules and industrial policies may have a significant impact on the company;
(VIII) the company's decision on merger, division, capital reduction, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down;
(IX) the main or all businesses of the company have come to a standstill;
(x) 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 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 authority; （12） The directors, supervisors and senior managers of the company may be liable for major damages according to law;
（13） Being ordered to make corrections by relevant authorities or decided by the board of directors of the company due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（14） When the directors, more than one-third of the supervisors or the president of the company change, the chairman or president of the company is unable to perform his duties;
（15） Major changes in the company's ownership structure;
（16） Shareholders or actual controllers who hold more than 5% of the company's shares have changed greatly in their holding of shares or control of the company;
（17） Plans for merger, reorganization and share repurchase of the company;
（18） The court ruled that the controlling shareholder is prohibited from transferring its shares, and more than 5% of the shares of the company held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law;
（19） Relevant plans for the acquisition of listed companies;
（20） The board of directors of the company shall form relevant resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes;
（21） The main assets of the company are sealed up, seized, frozen or mortgaged or pledged;
（22） The mortgage, sale or scrapping of the company's main business assets exceeds 30% of such assets at one time;
（23） Major changes in the company's external guarantee and the company's debt guarantee;
（24） The company obtains large government subsidies and other additional income that may have a significant impact on the company's assets, liabilities, equity or operating results;
（25） Quarterly, interim and annual performance, performance express and performance early warning of the company;
（26） Change accounting policies and accounting estimates;
（27） The company makes provision for impairment of large assets;
（28） The company's profit distribution plan or capital increase plan;
（29） Other circumstances defined by relevant laws and regulations or recognized by China Securities Regulatory Commission (hereinafter referred to as "CSRC").
The judgment standards of "significant" and "important" involved in this article shall be determined in accordance with the standards of relevant laws and regulations.
Chapter III Scope of insider information
Article 7 the insider referred to in this system refers to the personnel specified in Article 51 of the securities law. Article 8 the scope of insider information includes but is not limited to:
(I) directors, supervisors and senior managers of the company;
(II) shareholders holding more than 5% of the company's shares and their directors, supervisors and senior managers, and the actual controller of the company and its 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) acquirers or major asset traders of listed companies and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VI) 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;
(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 listed companies and their acquisitions and major asset transactions;
(IX) other personnel who can obtain inside information as stipulated by the CSRC.
Chapter IV confidentiality management of inside information
Article 9 insiders of inside information shall carefully study relevant laws and regulations, relevant provisions on the management of information disclosure of the local exchange and relevant systems of the company, and enhance the concept of legal system and risk awareness.
Article 10 insiders of inside information shall be responsible for keeping confidential the inside information they know. Before the public disclosure of inside information, insiders of inside information shall not disclose, report and transmit the relevant inside information in any form, and shall not spread and paste it in any form on the company's LAN or website.
Article 11 before providing unpublished information to controlling shareholders, actual controllers and other insiders, relevant departments or units shall confirm that relevant insiders have confidentiality obligations to the company in the form of confidentiality agreement, confidentiality reminder letter or other written forms.
Article 12 when planning major events involving the company, such as equity incentive, merger and reorganization, private placement and so on, the company and the controlling shareholders shall make a confidentiality plan for relevant information before launching. The relevant information includes but is not limited to proposing the intention of merger and reorganization, private placement and so on, planning to participate in field investigation, proposing and discussing relevant plans, holding relevant meetings Important information of all links such as negotiation and final decision-making with relevant parties.
When relevant parties, counterparties and intermediary service institutions involved in the planning inform the company of major events in accordance with the provisions of the administrative measures for information disclosure of listed companies or the requirements of the company, they shall also provide the list of insiders of inside information, and the company shall sign a confidentiality agreement with relevant insiders to clarify the rights, responsibilities and responsibilities of all parties to the agreement Obligations and liabilities for breach of contract (especially the confidentiality obligations of insiders and relevant liabilities for breach of confidentiality obligations). Article 13 non insider information insiders shall consciously avoid asking for insider information. Non insiders become insiders of inside information after they know the inside information and are bound by this system.
Article 14 relevant departments or units shall implement the confidentiality responsibility of insider information. If state secrets and company secrets are involved, they shall also strictly abide by the provisions of relevant confidentiality systems.
Chapter V registration and filing management of insiders
Article 15 the registration and filing of insiders of inside information shall be handled by relevant departments or units. Relevant departments or units shall determine the scope of insider information according to the specific business conditions.
Insiders of inside information shall actively cooperate with relevant departments or units to do a good job in the registration and filing of insiders of inside information, and be responsible for the authenticity, accuracy and integrity of the information and materials filled in about themselves or their own units. Before the company's insider information is disclosed according to law, relevant departments or units shall truthfully fill in the company's insider information registration form in accordance with this system and update it in time according to the business progress. However, the complete insider information registration form shall be delivered to the office of the board of directors no later than the public disclosure of insider information.
Article 16 relevant departments or units shall timely record the insider information involved in the process of business development, the list of insiders in the stages of negotiation and planning, demonstration and consultation, contract conclusion and the links of reporting, transmission, preparation, resolution and disclosure, and conduct self-examination on the trading of company stocks and their derivatives by insiders of insider information, Fill in the registration form of insiders in time according to the requirements of this system, and sign the confidentiality agreement with insiders at the same time.
Article 17 under any of the following circumstances, the relevant departments or units shall urge the relevant subjects to fill in the registration form for insiders of inside information of their own units and report it to the office of the board of directors in a timely manner:
(I) the company's shareholders, actual controllers and their related parties study and initiate major matters involving the company, as well as other matters that have a significant impact on the company's share price;
(II) securities companies and securities service institutions are entrusted to engage in securities service business, and the entrusted matters have a significant impact on the company's stock price;
(III) the acquirer, the acquirer of major asset restructuring, the counterparty of major asset restructuring and other initiators involved in the company and having a significant impact on the company's share price initiate such behavior.
Article 18 for the company's acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase, equity incentive and other major matters, the relevant departments or units shall, in addition to filling in the registration form of insiders in accordance with the requirements of this system, prepare a memorandum on the 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 and decision-making, the planning and decision-making methods, etc., and urge the relevant personnel involved to sign on the Memorandum for confirmation. The company shall, within five trading days after the first public disclosure of the inside information according to law, submit the insider files and the progress memorandum of major matters through the "company business management system" of the exchange
Article 19 Where the relevant departments or units submit information to the outside world according to the requirements of the administrative department or work needs, and the inside information is involved, they 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 registration form for insiders of inside information in the way of one thing one record; However, in the case of regular submission of information, if there is no significant change in the submission department and content, the relevant departments or units can regard it as the same insider information, register the name of the administrative department in the same form, and continue to register the time of submission of information.
Relevant departments or units shall summarize and report the registration form of insiders to the office of the board of directors within 2 working days after the completion of the submission.
Article 20 the office of the board of directors is responsible for summarizing the information in the registration form of insiders, and performing the filing procedures to the stock exchange and the securities regulatory authority in accordance with relevant laws and regulations and the requirements of the regulatory authority; In case of major events specified in Article 17 of the system, the office of the board of directors shall timely submit the registration form of insiders and the memorandum of progress of major events to the stock exchange and the securities regulatory authority.
Article 21 the registration and filing materials of insider information shall be kept by the office of the board of directors of the company, and the relevant materials shall be kept for at least 10 years from the date of recording (including supplement and improvement)
Chapter VI accountability
Article 22 the company will regularly or irregularly inquire about the trading of the company's shares and their derivatives by insiders. Discovery letter
