Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table for revision of insider information insider management system
Note: adding “delete line” indicates that the clause has been deleted, and “bold font” indicates that the clause has been added or modified.
Before and after revision
Article 1 is to regulate the management of inside information of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”). Article 1 is 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 and maintain the principle of “openness, fairness and impartiality” of information disclosure, Protect the legitimate rights and interests of the majority of investors, and protect the legitimate rights and interests of the majority of investors based on the principle of “openness, fairness and impartiality”. According to the measures for the administration of information disclosure of listed companies, the regulations on the establishment of insider information by listed companies, the Securities Law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, and the provisions on the registration and management system of listed persons Relevant laws, such as Shenzhen Stock Exchange gem stock listing regulation guidelines No. 5 – registration and management system for insiders of listed companies, gem information disclosure business Memorandum No. 4 – Insider reporting, Shenzhen Stock Exchange gem stock listing rules, guidelines for self-discipline regulation of listed companies and other relevant matters This system is formulated in combination with the actual situation of the company. No. 5 – management of information disclosure affairs and other relevant laws and regulations are formulated in combination with the actual situation of the company.
Article 4 the insider information referred to in this system refers to the insider information known by insiders and related to Article 4. The insider information referred to in this system refers to the company’s operation, finance or having 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company’s shares and their derivatives in accordance with the relevant provisions of the securities law Financial or unpublished information that is important to the trading price of the company’s shares and their derivatives. Unpublished information refers to the unpublished information that the company has not made a significant impact on the CSRC. Unpublished information refers to the matters that the company has not officially disclosed on the information disclosure newspapers or websites of listed companies certified in China. The information disclosure of listed companies designated by the CSRC is officially disclosed on newspapers, periodicals or websites.
Article 5 the insider information referred to in this system includes but is not limited to:
（1） Periodic reports and relevant core financial data to be disclosed by the company;
（2） Plans or plans for profit distribution or conversion of reserve fund into share capital to be submitted to the board of directors of the company for deliberation;
（3） Major financing plans to be submitted to the board of directors of the company for deliberation;
（4） Plans or plans for major asset restructuring to be submitted to the board of directors for deliberation;
（5） The controlling shareholder or actual controller intends to change;
（6） Draft of equity incentive to be submitted to the board of directors of the company for deliberation;
（7） The company plans to sign major contracts;
（8） Major investment and foreign cooperation matters planned by the company;
（9） Other inside information stipulated in Article 75 of the securities law.
Article 7 the insider referred to in this system includes but is not limited to: Article 6 the insider referred to in this system includes but is not limited to:
（1） Relevant internal personnel of the company who can contact and obtain insider information, including (1) the company and its directors, supervisors and senior managers;
But not limited to the directors, supervisors and senior managers of the company and its holding subsidiaries, the shareholders holding more than 5% of the shares of the company and their directors, supervisors and senior management department, the financial personnel and internal personnel, the actual controller of the company and its directors, supervisors and senior managers; Auditors, information disclosure staff and other personnel who know or can (3) know the inside information of the company controlled or actually controlled by the company and its directors, supervisors and senior managers due to their positions in the company; Personnel;
（2） Relevant personnel of external units who can contact and obtain the company’s inside information, (4) due to their positions or business dealings with the company, they can obtain the company, including but not limited to natural person shareholders holding more than 5% of the company’s shares and personnel holding more than 5% of the company’s relevant inside information; Directors, supervisors and senior managers of legal person shareholders of shares, actual controllers and their directors (5) Company purchasers or major asset traders and their controlling shareholders, actual controllers
Directors, supervisors and senior managers, counterparties and their related parties and their directors, supervisors, directors, supervisors and senior managers; Senior managers, securities companies, accounting firms, law firms, financial advisers, (6) employees of securities trading places, securities public credit rating agencies and other securities service agencies that can obtain insider information due to their positions and work, and obtain relevant personnel of relevant internal departments, securities registration and settlement institutions and securities service institutions from the company according to law; Personnel of external units that provide information and participate in the planning, demonstration, decision-making, examination and approval of major matters (7) personnel of external units who can obtain insider information due to their duties and work, and who know or know it due to kinship, business relationship and other reasons;
Persons who may know relevant inside information of the company; （8） (3) other personnel specified in Article 74 of the securities law and the CSRC for the issuance and trading of securities or the acquisition and duplication of the company and its subsidiaries due to their statutory duties. Staff of relevant competent departments and regulatory institutions who manage large asset transactions and can obtain insider information;
（9） Other personnel who can obtain inside information as stipulated by the CSRC and Shenzhen Stock Exchange.
Article 8 the company shall truthfully and completely record the report and transmission of inside information before disclosure Article 7 before the public disclosure of inside information according to law, the company shall truthfully and completely and submit, prepare, review and disclose all insider lists of inside information, as well as timely record the stages of negotiation planning, demonstration and consultation, contract conclusion, report, transmission, preparation The time when insiders know the inside information and other relevant files shall be supplemented and improved in time for the company’s self-examination, resolution, disclosure and other links, the list of insiders of all inside information, as well as the inquiry of insiders and relevant regulatory authorities, and the time of relevant records and files from the date of recording (including supplement and improvement) and other relevant files shall be supplemented and improved in time, For the company’s self inspection and relevant supervision, it shall be kept for at least 10 years.
In case of institutional inquiry, relevant records and archives shall be kept for at least 10 years from the date of record (including supplement and improvement).
The name, the unit, the ID number, the duty, the time to know the inside information and the insider information should include: name, nationality, type of certificate, place, mode, content, and stage of the document. 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
Information such as informed place, informed way, informed stage, informed content, registrant information, registration time, etc.
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 14 for the company’s acquisition, major asset reorganization, issuance of securities, merger, acquisition, major asset reorganization, issuance of securities, merger, division, repurchase of shares and other major matters, in addition to the registration of insider information, division, repurchase of shares and other major matters in accordance with this system, or the disclosure of other major matters that may record the company’s securities trading price, In addition to the registration of insiders in accordance with this system, which is not limited to the time of each key point in the planning and decision-making process and the names of decision-makers involved in the planning and decision-making process, a memorandum on the progress of major events (Annex II) shall also be made, which includes but is not limited to the following contents: Planning and decision-making methods, etc. Relevant personnel involved shall sign the Memorandum for confirmation. In the process of planning and decision-making, the time of each key time point, the files of personnel participating in planning and decision-making, the way of planning and decision-making, etc. Relevant personnel involved shall sign the Memorandum for confirmation.
Article 15 Where the company has major events in planning or progress, it shall do a good job in insider information management, disclose relevant information in stages as appropriate, and prepare a memorandum on the progress of major events, Record the time of each key node in the planning and decision-making process, the list of personnel involved in planning and decision-making, planning and decision-making methods, and urge relevant personnel involved in planning and decision-making to sign on the Memorandum for confirmation. 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.
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 of the inside information and the progress memorandum of major events to the 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 disclosure of major events by the company, in case of major changes in relevant events, the company shall
Supplement and submit the files of insider information and the progress memorandum of major matters when necessary.
