Securities code: Changchun High And New Technology Industries (Group) Inc(000661) securities abbreviation: Changchun High And New Technology Industries (Group) Inc(000661) Announcement No.: 2022018 Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
Insider registration management system
(reviewed and approved by the 10th meeting of the 10th board of directors of the company)
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. (hereinafter referred to as “the company” or “listed company”), strengthen the confidentiality of inside information, ensure the fairness 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 accordance with relevant laws and regulations such as 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 management system of insiders of listed companies, and the relevant provisions of the articles of Association and the management system of company information disclosure.
Article 2 the management of the company’s inside information shall be under the unified leadership and management of the board of directors. The board of directors shall ensure that the files of insiders are true, accurate and complete. The chairman of the board of directors is the main responsible person, and the Secretary of the board of directors is the person in charge of the daily management of the company’s inside information. The chairman of the board of directors and the Secretary of the board of directors shall be responsible for the authenticity, accuracy and completeness of the files of insiders Accurate and complete written confirmation. The office of the board of directors 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. The Secretary of the board of directors is responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, stock exchanges, securities companies and other institutions and shareholders. The board of supervisors of the company is responsible for supervising the implementation of this system.
Article 3 insiders of inside information shall have the obligation of confidentiality before the disclosure of inside information. Without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the inside information of the company and the content without information disclosure to the outside world. The documents, soft (magnetic) discs, audio-visual and optical discs and other materials involving inside information and information disclosure that are 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 or the Secretary of the board of directors.
Article 4 the directors, supervisors, senior managers and other insiders of the company shall keep the inside information confidential, shall not disclose the inside information, shall not carry out insider trading or cooperate with others to manipulate the securities trading price.
Chapter II insider information and its scope
Article 5 the insider information mentioned in this system refers to the information that involves the operation and finance of the company or has a significant impact on the trading price of the company’s securities and their derivatives in securities trading activities and has not been made public. Unpublished means that the company has not disclosed relevant announcements on the website of the stock exchange and the media meeting the conditions stipulated by the CSRC.
Article 6 the scope of 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, 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. The external conditions of the company’s production and operation have changed significantly;
7. The directors, more than one-third of the supervisors or the general manager of the company change, and the chairman or general manager is unable to perform his duties;
8. The situation of shareholders or actual controllers holding more than 5% of the shares of the company 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 is suspected of committing a crime and investigated according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of committing a 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 the net assets at the end of the previous year;
19. Other matters recognized by the CSRC and Shenzhen Stock Exchange.
Chapter III insider information and its scope
Article 7 the insider referred to in this system refers to the person who can directly or indirectly obtain the insider information before the disclosure of the company’s insider information, including but 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 issuer 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 listed companies 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 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;
9. Other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Chapter IV Registration and filing
Article 8 before the public disclosure of inside information according to law, the company shall truthfully and completely record, fill in the files of inside information insiders of listed companies (the items are shown in the annex) 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, reporting, transmission, preparation, resolution and disclosure, as well as the time when they know the inside information Location, basis, method, content and other information.
Article 9 the board of directors shall be responsible for the registration and filing. The board of directors shall ensure that the files of insiders are true, accurate and complete, and the chairman of the board of directors is the main responsible person. The Secretary of the board of directors is responsible for the registration and filing of insiders of listed companies. The files of insiders of inside information shall be kept for at least 10 years from the date of recording (including supplement and improvement).
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
The CSRC, its dispatched offices and Shenzhen Stock Exchange may inquire the insider files of the company’s inside information.
If the company carries out the major events listed in Article 12 of the system, it shall submit the insider files and the progress memorandum of major events to Shenzhen Stock Exchange within 5 trading days after the public disclosure of the insider information. Shenzhen Stock Exchange may require listed companies to disclose the relevant contents in the memorandum on the progress of major events.
Article 10 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the listed company, as well as other matters that have a significant impact on the share price of the listed company, they shall fill in the file of the insider of the unit.
1. Where securities companies, securities service institutions, law firms and other intermediaries are entrusted to engage in securities service business, and the entrusted matters have a significant impact on the stock price of listed companies, they shall fill in the files of insiders of their own institutions.
2. Acquirers, counterparties of major asset restructuring and other sponsors involved in listed companies and having a significant impact on the stock price of listed companies shall fill in the files of insiders of their own units.
3. The above-mentioned entities shall deliver the insider files to the listed company in stages according to the progress of the matter, but the delivery time of the complete insider files shall not be later than the public disclosure time of the insider information. The files of insiders of inside information shall be filled in in accordance with the requirements of Article 8 of these provisions.
A listed company shall be responsible for the registration of insiders in the circulation of insider information it knows, and the summary of the files of insiders involved in the first to third paragraphs of this article.
Article 11 Where a listed 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 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 listed 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 12 for major matters such as acquisition, major asset reorganization, issuance of securities, merger, division and share repurchase, in addition to filling in the insider files of Listed Companies in accordance with these Provisions, the company shall also prepare a memorandum on the progress of major matters, including but not limited to the time of each key point in the planning and decision-making process, the list of personnel involved in planning and decision-making Planning and decision-making methods, etc. The company shall urge the relevant personnel involved in the memorandum to sign the Memorandum for confirmation. Where the company conducts major matters listed in this article, it shall timely submit the insider files and the progress memorandum of major matters to Shenzhen Stock Exchange after the internal information is publicly disclosed according to law. Article 13 the company’s directors, supervisors, senior managers, functional departments, holding subsidiaries, branches and listed companies that can have a significant impact on them and their main responsible persons shall actively cooperate with the company in the registration and filing of insider information, Timely inform the insider of the company and the change of relevant insider information. Chapter V confidentiality and accountability
Article 14 insiders of the company’s inside information shall be responsible for the confidentiality of the inside information they know, and shall not disclose it in any form without authorization, conduct insider trading or cooperate with others to manipulate the securities trading price. By signing a confidentiality agreement or obtaining its commitment to the confidentiality of relevant information, the company and insiders clearly inform relevant insiders of their confidentiality obligations and responsibilities for violating confidentiality regulations.
Article 15 the company shall, in accordance with the provisions of the CSRC, conduct self-examination on the trading of the company’s shares and their derivatives by insiders. If the company finds that insiders conduct insider trading, disclose insider information or suggest others to use insider information for trading, the company shall verify and investigate the responsibilities of relevant personnel in accordance with this system, and disclose the relevant situation and handling results within 2 trading days.
Article 16 the directors, supervisors, senior managers and insiders of relevant inside information of the company shall take necessary measures to control the insiders of the information to a minimum before the public disclosure of the inside information. Major information documents shall be submitted and kept by designated personnel. If the matter has circulated in the market and caused changes in the company’s stock price, the insider 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 Jilin securities regulatory bureau or Shenzhen Stock Exchange.
Article 17 insiders of inside information shall not buy or sell the company’s shares and derivatives, or suggest others to buy or sell the company’s shares and derivatives before the inside information they know is made public.
Article 18 before the disclosure of inside information according to law, the shareholders and actual controllers of the company shall not abuse their shareholders’ rights and dominant position, and shall not require the company to provide them with inside information.
Article 19 If insiders of inside information disclose the inside information they know, or use the inside information to carry out insider trading, spread false information, manipulate the securities market or engage in fraud and other activities, which have caused serious impact or losses to the company, the company will criticize, warn, record demerits, demote and reduce wages, retain for observation, terminate the labor contract If the company suffers losses as a result of such sanctions as confiscation of illegal income, it may also claim appropriate compensation from it. Those suspected of committing a crime will be transferred to the judicial organ for criminal responsibility according to law.
Article 20 if the sponsors, securities service institutions and their personnel who issue special documents for the company to fulfill its obligation of information disclosure, shareholders or potential shareholders holding more than 5% of the company’s shares, or the actual controller of the company disclose the company’s information without authorization and cause losses to the company, the company reserves the right to investigate their responsibilities.
Chapter VI supplementary provisions
Article 21 matters not covered in this system shall be implemented in accordance with relevant national laws, administrative regulations and the articles of Association; In case of any conflict between this system and the laws, administrative regulations issued by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, administrative regulations and the articles of association shall be implemented and shall be modified in time.
Article 22 the board of directors of the company shall be responsible for the interpretation and modification of this system.
Article 23 this system shall come into force as of the date of deliberation and approval by the board of directors, and the same shall apply to modification.
Board of directors of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
March 15, 2022
enclosure:
