Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Insider registration management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, maintain the principle of fairness in information disclosure, and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is formulated in accordance with the relevant provisions of relevant laws, regulations and normative documents, such as the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) articles of Association (hereinafter referred to as the “company charter”).
Article 2 the board of directors is responsible for the management of the company’s inside information. The Secretary of the board of directors is the person in charge of the confidentiality of the company’s internal information and is responsible for organizing the supervision and disclosure of the company’s inside information. The person in charge of other departments and institutions is the person in charge of confidentiality within the scope of their management, and is responsible for the report and transmission of insider information. The board of supervisors of the company shall supervise the implementation of this system.
The board of directors of the company shall check the authenticity and accuracy of the insider information, and ensure the authenticity, accuracy, timeliness and completeness of the insider filing list and information.
The Secretary of the board of directors of the company is responsible for the filing of insiders of the company’s insider information, and shall truthfully and completely record the list of insiders of all insider information in all links such as reporting, transmission, preparation, review and disclosure of insider information before public disclosure and the time when they know the insider information, and timely report relevant materials to them in accordance with the requirements of Shenzhen Stock Exchange.
While submitting the files of insiders, the company shall issue a written commitment to ensure the authenticity, accuracy and completeness of the information of insiders and the contents of the memorandum on the progress of major matters, and inform all insiders of the relevant provisions of relevant laws and regulations on insiders. The chairman of the board of directors and the Secretary of the board of directors shall sign a written confirmation opinion on the files of insiders.
Article 3 without the approval or authorization of the board of directors, any department or individual of the company shall not disclose, report or transmit the contents related to the company’s insider information and information disclosure to the outside world in any form.
Article 4 the directors, supervisors, senior managers, departments and subsidiaries of the company shall keep the inside information confidential, and shall not disclose the inside information, conduct insider trading or cooperate with others to manipulate the securities trading price.
Chapter II insider information and insider scope
Article 5 The term “inside information” as mentioned 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. Article 6 the scope of inside information referred to in this system includes:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts, or has large liability for compensation;
(V) the company has suffered major losses or losses;
(VI) the external conditions of the company’s production and operation have changed significantly;
(VII) the chairman of the board of directors, more than 1 / 3 of the directors and the general manager of the company have changed or are unable to perform their duties; (VIII) the shareholders or actual controllers who hold more than 5% of the shares of the company have a great change in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have a great change in their engagement in the same or similar business as the company;
(IX) the company’s plans to distribute dividends and increase capital, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down; (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’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） Major changes in the company’s ownership structure or production and operation status;
（13） The credit rating of corporate bonds changes;
（14） Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
（15） The company fails to pay off its due debts;
（16） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; （17） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（18） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（19） The company distributes dividends, makes decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or enters bankruptcy proceedings according to law and is ordered to close down;
（20） Major litigation and arbitration involving the company;
（21） The company’s suspected crime was filed for investigation according to law, and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company were suspected of crime and taken compulsory measures according to law
（22） Other circumstances stipulated by laws, regulations or normative documents of CSRC and stock exchange.
Article 7 the insider referred to in this system refers to the units and individuals that can directly or indirectly obtain internal information before the disclosure of the company’s insider information, including but not limited to:
(I) directors, supervisors and senior managers of the company and its holding subsidiaries; 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 personnel who know the company’s relevant inside information due to kinship and business relationship with the relevant personnel in Item (I) (II).
(IV) other personnel specified by the CSRC.
Chapter III Procedures for examination and approval of inside information and registration and filing of insiders
Article 8 the company truthfully records the list of insiders of all insider information in all links such as the report, transmission, preparation, review and disclosure of insider information, as well as the main contents, time and other files of insiders’ knowledge of insider information for the company’s self inspection and relevant regulatory authorities’ inquiry.
Article 9 the basic process of the company’s internal information registration and filing:
(I) when inside information occurs, the directors, supervisors, senior managers of the company or the heads of other relevant institutions and departments who know the information shall inform the Secretary of the board of directors at the first time. The Secretary of the board of directors shall timely inform relevant insiders of various confidential matters and responsibilities, and control the transmission and scope of insider information in accordance with various laws and regulations;
(II) the Secretary of the board of directors shall organize relevant insiders to fill in the insider files of the company according to the relevant format requirements of Shenzhen Stock Exchange, and report to Shenzhen Stock Exchange within five trading days after the first public disclosure of insider information according to law;
(III) the Secretary of the board of directors shall file it in accordance with the relevant provisions of the securities regulatory authority after verification;
(IV) the files of insiders of inside information shall include: name, nationality, certificate type, certificate number, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the listed company, position, related person, relationship type, date, place, way, stage, content, registrant information, registration time and other information.
Article 10 in case of any of the following circumstances, the company shall submit the relevant information disclosure documents to the Shenzhen Stock Exchange and file the insider files of the relevant company’s insider information, including but not limited to:
(I) learning that the company has been acquired;
(II) the board of directors of the company deliberates and approves the major asset restructuring plan or scheme;
(III) the company’s board of directors deliberates and approves the securities issuance plan;
(IV) the company’s board of directors deliberates and adopts the draft of merger, division and spin off listing;
(V) the board of directors of the company deliberates and approves the share repurchase plan;
(VI) the company plans to disclose annual report and semi annual report;
(VII) the board of directors of the company deliberated and approved the profit distribution plan and the plan of converting capital reserve into share capital. The total number of bonus shares and capital reserve transferred shares for every ten shares of the above “high transfer” has reached more than ten shares;
(VIII) the board of directors of the company deliberated and approved the draft of equity incentive and employee stock ownership plan;
(IX) other matters that may have a significant impact on the trading price of the company’s shares and their derivatives, such as major investment, major foreign cooperation, or signing major contracts for daily operation;
(x) before the company discloses major events, abnormal trading of the company’s shares has occurred;
（11） Other circumstances recognized by CSRC or Shenzhen Stock Exchange.
The company shall reasonably determine the scope of insider information that should be reported this time in combination with the specific circumstances shown in paragraph 1 of this article, so as to ensure the completeness and accuracy of the registration files of insider information.
Before the public disclosure of the matters listed in paragraph 1 of this article or during the planning process, if the company needs to file with the relevant state departments, submit for approval or submit information in other forms according to law, 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 11 before the public disclosure of inside information according to law, the company shall fill in the file of insiders of the company’s inside information, timely record and summarize the list of insiders of the inside information 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, method and content of the inside information, And submit relevant information disclosure documents to Shenzhen Stock Exchange at the same time.
Where the company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division and share repurchase, it shall also prepare a memorandum on the progress of major events, recording the time of each key point in the planning and decision-making process, the list of personnel involved in the planning and decision-making, the planning and decision-making methods, etc, And urge relevant personnel involved in planning major events to sign and confirm on the memorandum.
Article 12 Where the company needs to regularly submit information to the relevant 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 administrative department in the same form, and continuously 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, in accordance with the provisions of this system, record the name of the administrative department, the reason for contacting the inside information and the time of knowing the inside information in the file of insiders of inside information.
Article 13 the contents of the registration and filing of insider information include but are not limited to the name, position, ID card number, work unit, time, place, method, content and stage of the insider information. The office of the board of directors of the company has the right to require insiders to provide or supplement other relevant information.
Article 14 the directors, supervisors, senior managers and the heads of all departments and subsidiaries of the company shall actively cooperate with the company in the registration and filing of insiders, and timely inform insiders and their changes.
Article 15 shareholders, actual controllers, affiliates, acquirers, counterparties, securities service institutions and other insiders of the company shall actively cooperate with the company in the registration and filing of insiders of the company, and timely inform them of insiders and changes related to the company’s inside information.
Article 16 the company shall strictly manage the archives of insiders of inside information, and keep the registration and filing materials for at least 10 years for inquiry by the CSRC, its dispatched offices and Shenzhen Stock Exchange.
Chapter IV declaration, disclosure, supervision and administration of insider trading company securities
Article 17 before the company’s inside information is disclosed according to law, relevant insiders and their related persons shall not use their own securities account or other securities accounts controlled by themselves 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.
Article 18 insiders shall consult the Secretary of the board of directors before buying and selling the company’s shares and their derivatives. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major matters. If there may be improper trading behavior, the Secretary of the board of directors shall timely notify the insider of the proposed trading and prompt the relevant risks.
Article 19 during the period of insider information, if the relevant personnel buy or sell the company’s shares and their derivatives, they shall report the following contents to the responsible person of their department and unit and the Secretary of the board of directors within 2 trading days: (I) this change
