Yingtong Telecommunication Co.Ltd(002861)
Insider information management system
Chapter I General Provisions
Article 1 in order to further standardize the management of inside information of Yingtong Telecommunication Co.Ltd(002861) (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, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 5 – the registration and administration system of insiders of listed companies This system is formulated in combination with the actual situation of the company in accordance with relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs, the articles of association, information disclosure management system and other provisions.
Article 2 the board of directors shall be responsible for the management of inside information, and the Secretary of the board of directors shall organize the implementation. The Secretariat of the board of directors of the company is the daily office of the company’s information disclosure management, investor relations management and insider information registration, and is responsible for the supervision of the company’s insider information.
Article 3 without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the inside information and information disclosure of the company to the outside world. The documents, audio-visual and optical discs and other materials related to insider information and information disclosure reported and transmitted to the outside world can only be reported and transmitted to the outside world with the examination and approval of the board of directors or the Secretary of the board of directors.
Article 4 the directors, supervisors and senior managers of the company, all departments, branches, holding subsidiaries, joint-stock companies that can have a significant impact on them and other relevant parties shall keep the inside information confidential.
Article 5 directors, supervisors, senior managers and insiders of the company shall not disclose insider information, conduct insider trading or cooperate with others to manipulate securities trading prices.
Chapter II insider information and its scope
Article 6 inside information refers to the information that is known to insiders and involves the operation and finance of the company or has a great impact on the trading price of the company’s shares and derivatives. Unpublished refers to the matters that have not been officially disclosed by the company on the information disclosure publications and the website of Shenzhen Stock Exchange in accordance with the provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Article 7 inside information includes:
（1） Major changes in the company’s business policy and business scope;
（2） For the company’s major investment, the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, transfer, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
（3） The company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
（4） The company has major debts and fails to pay off the due major debts;
（5） The company incurs major losses or losses;
（6） Major changes in the company’s production and operation status and external conditions of production and operation;
（7） The directors, more than one-third of the supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
（8） The situation of shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company has changed greatly, and the situation of the actual controllers of the company and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
（9） The company’s plans for dividend distribution and capital increase, 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;
（10） 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） Securities issuance;
（13） Merger, division, spin off and listing;
（14） Major assets reorganization;
（15） High proportion of shares transferred;
（16） Changes in equity resulting in changes in the actual controller or the largest shareholder;
（17） Tender offer;
（18） Share repurchase;
（19） Annual report and semi annual report;
（20） Draft equity incentive plan and employee stock ownership plan;
（21） Other matters prescribed by the securities regulatory authority under the State Council.
Chapter III insider information and its scope
Article 8 insider refers to the person who can directly or indirectly obtain insider information before the disclosure of the company’s insider information.
Article 9 insiders of inside information include:
(I) the company and its directors, supervisors and senior managers;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, and the actual controllers of the company and their 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) the company’s acquirer or major asset trading party and its 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 the company and its acquisitions and major asset transactions;
(IX) other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Chapter IV Registration and filing
Article 10 before the public disclosure of inside information according to law, the company shall fill in the files of inside information insiders in accordance with the regulations, and timely record the list of inside information insiders 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, place, basis, method, content and other information of knowing the inside information. Insiders of inside information shall confirm.
Article 11 the board of directors of the company shall timely register and submit the files of insider information in accordance with the requirements of the CSRC and Shenzhen Stock Exchange, and ensure that the files of insider information are true, accurate and complete. The chairman of the board of directors is the main responsible person. The Secretary of the board of directors is responsible for the registration, filing and submission of insider information of the company. The chairman and the Secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of the files of insiders.
The company shall register the insiders of the insider information in the circulation of insider information it knows, and summarize the files of the insiders of all parties involved.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 12 when a company carries out major matters such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing, share repurchase, or discloses other matters that may have a significant impact on the securities trading price of a listed company, it shall, in addition to filling in the insider files in accordance with the regulations, also make 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, the way of planning and decision-making, etc. The company shall urge the relevant personnel involved in the progress memorandum of major events to sign and confirm the progress memorandum of major events. 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 13 the contents of the registration and filing of insiders of inside information include but are not limited to: name, nationality, certificate type, certificate number or unified social credit code, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the company, position, related person, relationship type, date, place, method, stage Informed content, registrant information, registration time and other information.
Article 14 for insider information related to merger and reorganization, securities issuance, acquisition, merger, division, share repurchase and equity incentive, when necessary, the list of insiders of relevant insider information shall be submitted to Hubei securities regulatory bureau and Shenzhen stock exchange for filing after the public disclosure of insider information.
Article 15 the files of insider information and the progress memorandum of major events shall be kept by the Secretary of the board of directors for at least ten years from the date of record (including supplement and improvement). The company shall, within five trading days after the 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 Shenzhen Stock Exchange. After the disclosure of major events by the company, in case of major changes in relevant events, the company shall timely supplement and submit insider files and memoranda on the progress of major events.
Article 16 when the relevant departments of the company’s inside information, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them are involved in the inside information specified in this system, the person in charge of the relevant departments, the person in charge of the branches and the legal representative of the holding subsidiaries shall be the first person responsible for the inside information management. The first responsible person is responsible for reporting the relevant information of inside information to the company and reporting to the Securities Department of the company to complete the management procedures of inside information.
Article 17 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.
Chapter V confidentiality and accountability
Article 18 insiders of the company’s inside information shall have the obligation to keep confidential the inside information they know.
Article 19 the company and its directors, supervisors, senior managers and insiders of relevant inside information shall keep the insiders of the information to a minimum before the public disclosure of the inside information, and special personnel shall be designated to submit and keep the major information documents.
Article 20 before the inside information is publicly disclosed according to law, the controlling shareholder and actual controller of the company shall not abuse their shareholder rights or dominant position and require the company and its directors, supervisors and senior managers to provide them with inside information.
Article 21 before the insider information is released according to law, the insider of the insider information shall not disclose or divulge the company’s insider information, use the insider information to buy and sell or suggest others to buy and sell the company’s shares and their derivatives, and use the insider information in the investment value analysis report, Research Report and other documents.
Article 22 If insiders disclose the inside information they know, or use the inside information to carry out insider trading, spread false information, manipulate the securities market or commit fraud, which has caused serious impact or losses to the company, the company will punish the relevant responsible person in accordance with the relevant provisions and require him to bear the liability for compensation. Those suspected of committing a crime will be transferred to the judicial organ for criminal responsibility according to law.
Article 23 the company reserves the right to investigate the responsibility of the sponsors, securities service institutions and their personnel who issue special documents for the company’s performance of information disclosure obligations, shareholders or potential shareholders holding more than 5% of the company’s shares, controlling shareholders and actual controllers who disclose the company’s information without authorization and cause losses to the company.
Conduct self inspection on the trading of securities of the company. If it is found that insiders of inside information carry out insider trading, disclose inside information or suggest others to carry out trading, the company shall verify and investigate the responsibilities of relevant personnel in accordance with this system, and submit the relevant information and handling results to the Hubei securities regulatory bureau and Shenzhen Stock Exchange of the company within two working days.
Chapter VI supplementary provisions
Article 25 in case of any inconsistency between this system and the laws, regulations, normative documents and the articles of Association issued by the state, the relevant laws, regulations, normative documents and the articles of association of the State shall prevail.
Article 26 the board of directors of the company is responsible for the interpretation of this system.
Article 27 this system shall come into force from the date of deliberation and approval by the board of directors of the company.
Yingtong Telecommunication Co.Ltd(002861) March 11, 2002
