Wuhan Tianyu Information Industry Co.Ltd(300205)
Insider information management system
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, safeguard the principle of “openness, fairness and impartiality” of information disclosure, and protect the legitimate rights and interests of investors, In accordance with the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration and administration system of insiders of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies No. 5 – the administration of information disclosure and other relevant laws and regulations, This system is formulated in combination with the actual situation of the company.
Article 2 the board of directors of the company is the management organization of inside information, the chairman is the person in charge of the confidentiality of inside information, and the Secretary of the board of directors is responsible for organizing and implementing the confidentiality of inside information and the registration and filing of insiders of inside information.
The board of directors shall ensure that the files of insiders are true, prepared and complete, and the board of supervisors shall supervise the implementation of the registration and management system of insiders.
Article 3 the directors, supervisors, senior managers, all departments, branches, subsidiaries and branches of the company shall keep the inside information confidential. Any department of the company, its holding subsidiaries and their branches and individuals shall not disclose, report or transmit insider information about the company to the outside world. Information submitted externally shall be implemented in accordance with the management system for external information users formulated by the company.
Chapter II meaning of inside information
Article 4 the insider information referred to in this system refers to the unpublished information that involves the operation and finance of the company or has a significant impact on the trading price of the company’s shares and their derivatives in accordance with the relevant provisions of the securities law. Unpublished information refers to the matters that the company has not officially disclosed on the information disclosure newspapers or websites of listed companies designated by the CSRC.
Chapter III the meaning and scope of insider information
Article 5 insiders of inside information refer to the units and individuals that can directly or indirectly obtain inside information before the disclosure of the company’s inside information.
Article 6 insiders referred to in this system include but are not limited to:
（1） The company 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, the actual controller of the company and its directors, supervisors and senior managers;
（3） The company controlled or actually controlled by the company 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 the company 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 members 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 the company and its acquisitions and major asset transactions;
（9） Other personnel who can obtain inside information as stipulated by the CSRC and Shenzhen Stock Exchange.
Chapter IV Registration and filing of insider information
Article 7 before the public disclosure of inside information according to law, the company shall truthfully, completely and timely record the list of insiders of all inside information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution, disclosure and other links, as well as the time when insiders know the inside information and other relevant files, and timely supplement and improve them, For the self inspection of the company and the inquiry of relevant regulatory authorities, relevant records and archives shall be kept for at least 10 years from the date of records (including supplement and improvement).
The files of insiders of inside information shall include: name, nationality, certificate type, certificate number or unified social credit code, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the listed company, position, related person, relationship type, informed date, informed place, informed way, 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 8 in case of any of the following major events, the company shall submit relevant insider information files to Shenzhen Stock Exchange in accordance with the provisions of this system:
(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 Shenzhen stock exchange that may have a significant impact on the trading price of the company’s shares and their derivatives.
Article 9 the company shall ensure the completeness, authenticity and accuracy of the registration files of insiders.
Article 10 the company’s directors, supervisors, senior managers and the main principals of various departments, branches, holding subsidiaries and their 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 11 shareholders, actual controllers, purchasers, counterparties, securities service institutions and other insiders of the company shall actively cooperate with the company in the registration and filing of insiders, and timely inform the company of the insiders of major events that have occurred or are to occur and the changes of relevant insiders.
Article 12 the personnel of the government administrative department who come into contact with the inside information of the company shall do a good job of registration in accordance with the requirements of the relevant administrative department.
If the company needs to regularly submit information to the relevant government administrative department in accordance with the requirements of relevant laws, regulations and policies before disclosure, it can be regarded as the same insider information without significant changes in the reporting department and content, register the name of the government administrative department in the same form, and continue to register the time of submitting information. In addition to the above circumstances, when the circulation of inside information involves the administrative department, the company 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 insider file in the way of recording one thing.
Article 13 procedures for registration and filing of insiders of the company’s insider information:
（1） When inside information occurs, the insider shall inform the Secretary of the board of directors of the company at the first time. The Secretary of the board of directors shall timely control the transmission and informed scope of insider information in accordance with various laws and regulations;
（2） The Secretary of the board of directors shall organize relevant insiders to fill in the registration form for insiders of inside information (Annex I) at the first time, and verify the inside information in time to ensure the authenticity, completeness and accuracy of the contents filled in;
（3） After verification, the Secretary of the board of directors shall file relevant materials and report to Shenzhen stock exchange for filing as required.
Article 14 when the company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase, or discloses other events that may have a significant impact on the company’s securities trading price, in addition to registering and filing insider information in accordance with this system, it shall also prepare a memorandum on the progress of major events (Annex II), The contents include but are not limited to the time of each key time point in the planning and decision-making process, the files of personnel involved in planning and decision-making, planning and decision-making methods, etc. Relevant personnel involved shall sign the Memorandum for confirmation. Article 15 if the company has major events in planning or progress, it shall do a good job in insider information management, disclose the relevant information in stages according to the situation, and make a memorandum on the progress of major events, recording the time of each key node in the planning and decision-making process, the list of personnel participating in planning and decision-making, planning and decision-making methods, etc, And urge the relevant personnel involved in the planning and decision-making of major matters to sign the Memorandum for confirmation. The controlling party and its related parties shall cooperate in the preparation process of the memorandum and other major matters of the company. Article 16 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 events to Shenzhen Stock Exchange, and disclose the relevant contents in the progress memorandum of major events according to the requirements of Shenzhen Stock Exchange.
After the company discloses major events, if there are major changes in relevant events, the company shall timely supplement and submit insider files and memoranda on the progress of major events.
Before the company discloses major events, if the trading of its shares and their derivatives has undergone abnormal fluctuations, the company shall submit relevant insider information files to Shenzhen Stock Exchange.
Chapter V confidentiality management of inside information
Article 17 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.
The controlling shareholders, actual controllers, directors, supervisors, senior managers and other core personnel of the company shall not publish the company’s business information through relevant websites, blogs, microblogs and other network channels to prevent the disclosure of the company’s insider information.
The Secretary of the board of directors of the company is responsible for regular tracking and inspection of the relevant websites, blogs and microblogs of the above institutions and personnel. If it is found that the relevant information involves the operation of the company and may lead to changes in the trading prices of the company’s shares and their derivatives, he shall notify the relevant personnel to delete the information immediately and report to Shenzhen Stock Exchange in time.
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 shares and their derivatives, or suggest others to buy and sell the company’s shares and their derivatives, or use the inside information for themselves Relatives or others for profit.
Article 19 when discussing matters that may have a significant impact on the trading price of the company’s shares and their derivatives, the controlling shareholders and actual controllers of the company shall try their best to control the scope of information. If the matter has been circulated in the market and changes the trading price of the company’s shares and their derivatives, the controlling shareholder and actual controller of the company shall immediately inform the Secretary of the board of directors of the company, so that the company can clarify it in time or report directly to Shenzhen Stock Exchange.
Chapter VI accountability
Article 20 Where insiders of inside information disclose the inside information they know in violation of the provisions of this system, or use the inside information for insider trading, or suggest others to use the inside information for trading, which has caused serious impact or loss to the company, the board of directors of the company shall, depending on the seriousness of the circumstances, criticize, warn, record a demerit, retain for observation, demote, remove the relevant responsible person Confiscate the illegal income, terminate the labor contract and other sanctions, and submit the relevant information and handling results to the dispatched office of the CSRC and the Shenzhen Stock Exchange in the place where the company is registered within 2 working days. The punishment of China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities will not affect the company’s punishment.
Article 21 If a shareholder holding more than 5% of the company’s shares divulges information without authorization in violation of the provisions of this system and causes losses to the company, the company shall investigate its responsibility according to law.
Article 22 sponsors, securities institutions and their relevant personnel who produce and issue special documents such as securities issuance recommendation letter, audit report, asset evaluation report, legal opinion, financial advisory report and credit rating report for the company’s major projects, and relevant units and relevant personnel who participate in the consultation, planning, demonstration and other links of the company’s major projects, If the company divulges information without authorization in violation of the provisions of this system, the company may terminate the intermediary service contract according to the seriousness of the situation and submit it to the relevant industry association or management department for handling. If losses are caused to the company, the company reserves the right to investigate its responsibility.
Chapter VII supplementary provisions
Article 23 matters not covered in this system shall be implemented in accordance with the relevant provisions of relevant national laws, administrative regulations and normative documents.
Article 24 the system shall be revised and interpreted by the board of directors of the company.
Article 25 this system shall come into force from the date of deliberation and adoption by the board of directors.
Wuhan Tianyu Information Industry Co.Ltd(300205) December 27, 2011
First revision on November 28, 2012 second revision on February 28, 2002
Annex I:
Insider registration form
Securities abbreviation: Wuhan Tianyu Information Industry Co.Ltd(300205) securities code: Wuhan Tianyu Information Industry Co.Ltd(300205)
Inside information shareholders know inside information inside the inside information company where they know inside information
insider
