Jiangxi Sanxin Medtec Co.Ltd(300453)
Insider registration management system (March 2022)
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Jiangxi Sanxin Medtec Co.Ltd(300453) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, avoid insider trading, maintain the principles of 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 and the securities law of the people’s Republic of China This system is formulated in combination with the actual situation of the company in accordance with the relevant provisions of relevant laws, regulations and the articles of association, such as the Listing Rules of Shenzhen Stock Exchange on the gem, the measures for the administration of information disclosure of listed companies, the provisions on the establishment of the registration and management system of insiders of listed companies, and the relevant provisions of the company’s articles of association. Article 2 the board of directors of the company is responsible for the management of inside information. The chairman is the main person responsible for the management of inside information, and the Secretary of the board of directors is the organizer and implementer. The securities investment department is the daily office for the registration and filing of the company’s inside information. The board of supervisors of the company shall supervise the implementation of the insider registration management system.
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 company’s insider information and information disclosure to the outside world. The documents, audio-visual and CD-ROM materials related to inside information and information disclosure reported and transmitted to the outside world can only be reported and transmitted to the outside world with the approval of the board of directors. The information submitted or disclosed by the company according to law shall be carried out in strict accordance with the relevant provisions of securities supervision. Article 4 the directors, supervisors, senior managers, departments and subsidiaries of the company shall do a good job in the timely reporting, management and confidentiality of insider information, and shall not disclose insider information, conduct insider trading or cooperate with others to manipulate the trading price of the company’s securities.
Article 5 insiders of the company’s inside information shall know relevant laws and regulations, strictly abide by the obligation of confidentiality, register in strict accordance with the relevant provisions of this system, and cooperate with the registration and filing of insiders of the company’s inside information. Chapter II Scope of inside information and insiders
Article 6 the insider information referred to in this system refers to the unpublished information that involves the operation and finance of the issuer or has a significant impact on the market price of the issuer’s securities in securities trading activities in accordance with Article 52 of the securities law. Unpublished information refers to the information that the company has not been designated by the CSRC The information disclosure of listed companies selected in the articles of association shall be officially disclosed to the public on the publication or website.
Article 7 the scope of inside information referred to in this system includes but is not limited to:
Major events that may have a great impact on the company’s stock trading price, including:
(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 the company’s assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding shares or controlling the company has changed greatly, and the situation of the company’s actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(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） Other matters stipulated by the securities regulatory authority of the State Council.
Major events that may have a great impact on the trading price of corporate bonds, including:
(I) major changes in the company’s ownership structure or production and operation;
(II) the credit rating of corporate bonds changes;
(III) mortgage, pledge, sale, transfer and scrapping of major assets of the company;
(IV) the company fails to pay off its due debts;
(V) the company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; (VI) the company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
(VII) the company has suffered heavy losses exceeding 10% of its net assets at the end of the previous year;
(VIII) 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;
(IX) major litigation and arbitration involving the company;
(x) the company is suspected of committing a crime, and the company’s controlling shareholders, actual controllers, directors, supervisors and senior managers are suspected of committing a crime and taken compulsory measures according to law;
（11） Other matters prescribed by the securities regulatory authority under the State Council.
Article 8 the insider referred to in this system refers to the unit or individual that can directly or indirectly obtain the insider information before the disclosure of the company’s insider information.
Article 9 the scope of insiders referred to in this system includes but is not limited to:
(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) 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 securities regulatory authority under the State Council.
Chapter III Registration Management of insiders
Article 10 the company shall truthfully and completely record the list of insiders of inside information in all links such as the report, transmission, preparation, review and disclosure of inside information before disclosure, as well as the time when insiders know the inside information and other relevant files, so as to ensure the completeness and accuracy of the registration file of insiders of inside information for the self inspection of the company and the inquiry of relevant regulatory authorities.
Article 11 before the public disclosure of inside information according to law, the company shall fill in the file of insiders of inside information, truthfully, completely and timely record and summarize the list of insiders of 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 The insider of inside information shall confirm the content and other information. While submitting relevant information disclosure documents to Shenzhen Stock Exchange, the company shall also submit insider files to Shenzhen Stock Exchange.
Article 12 in addition to the disclosure of insider information or other matters that may have an impact on the merger and reorganization of the company in accordance with the provisions of the company, the disclosure of insider information shall be made in accordance with the provisions of the merger and reorganization stage, except for the disclosure of insider information or other matters that may have an impact on the price of the company’s securities, A memorandum on the progress of major events shall also be prepared, including but not limited to the time of each key point in the planning and decision-making process, the list of decision-makers involved in the planning and decision-making, the planning and decision-making methods, 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. Shareholders, actual controllers and related parties of listed companies and other relevant entities shall cooperate in the preparation of Memoranda on the progress of major events.
Article 13 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 and division;
(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 above-mentioned “high transfer” refers to that the total number of bonus shares and capital reserve shares transferred for every ten shares reaches ten shares or more.
(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, the company’s shares have been trading abnormally;
（11） Other circumstances recognized by the CSRC or Shenzhen Stock Exchange.
Article 14 the contents of the registration and filing of insider information include but are not limited to the insider’s name, nationality, certificate type, certificate number, shareholder code, contact mobile phone, communication address, affiliated unit, relationship with the listed company, position, related person, relationship type, date, place, method, stage, content Registrant information, registration time and other information.
Article 15 the company shall strengthen the management of inside information and strictly control the scope of insiders of inside information. Insiders of inside information shall actively cooperate with the company in the filing of insiders of inside information, and timely provide the company with true, accurate and complete insider information in accordance with relevant requirements.
Article 16 the company’s directors, supervisors, senior managers, departments, subsidiaries and the main principals and other insiders of the joint-stock company who can have a significant impact on them shall actively cooperate with the company in the registration and filing of insiders, Timely inform the insider of the company and the change of relevant insider information.
Article 17 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company, as well as other matters that have a significant impact on the company’s securities trading price, they shall fill in the insider file of their own unit.
Where securities companies, accounting firms, law firms and other intermediaries are entrusted to carry out relevant businesses, and the entrusted matters have a significant impact on the company’s securities trading price, they shall fill in the insider files of their own institutions.
Acquirers, counterparties of major asset restructuring and other initiators involved in the company and having a significant impact on the company’s securities trading price shall fill in the insider file of their own unit.
The above-mentioned entities shall ensure the authenticity, accuracy and integrity of the insider files, and deliver the insider files to relevant companies in stages according to the process of the matter. The delivery time of the complete insider files shall not be later than the time of public disclosure of the insider information. The files of insiders of inside information shall be filled in according to the specified requirements and confirmed by insiders of inside information.
The company shall register the insiders of the insider information in the circulation of insider information it knows, and summarize the files of insiders of all parties involved.
Article 18 before the public disclosure of the matters listed in Article 13 of the system or in 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 and fulfill the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 19 the board of directors shall be responsible for the registration and filing, and the Secretary of the board of directors shall organize the implementation. The Secretary of the board of directors shall require insiders to register and file complete information within the specified time, and the registration and filing materials shall be kept for at least ten years. 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.
Chapter IV Management of users of external information
Article 20 if the company submits the company’s inside information to an external unit in accordance with laws and regulations or at the request of relevant departments, the external unit and its related personnel are the users of the company’s external information.
Article 21 the company shall refuse the submission requirements of external units without legal and regulatory basis involving the company’s inside information.
Article 22 users of external information shall not disclose the insider information submitted by the company, nor use the insider information obtained to buy and sell the company’s securities or suggest others to buy and sell the company’s securities.
Article 23 If the company needs to regularly submit information to the relevant administrative departments 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 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 one record for one thing.
Article 24 all units, departments, branches and subsidiaries of the company who submit the company’s inside information to the users of external information in accordance with the requirements of laws and regulations shall register the users of relevant external information as the insiders of the company in accordance with the relevant provisions of Chapter III of this system and report to the company in a timely manner.
Article 25 all units, departments, branches and subsidiaries of the company shall remind the users of relevant external information to fulfill their confidentiality obligations when submitting the company’s internal information to the users of external information in accordance with laws and regulations
