Quakesafe Technologies Co.Ltd(300767)
Insider registration management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to further regulate the inside information management of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as “the company” or “the company”), strengthen the confidentiality of the company’s inside information and maintain the principle of fairness in information disclosure, in accordance with 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange and other relevant laws and regulations, And the provisions of Quakesafe Technologies Co.Ltd(300767) articles of association and other documents, and this system is formulated in combination with the actual situation of the company.
Article 2 the board of directors of the company shall check the authenticity, accuracy and integrity of the insider information to ensure the authenticity, accuracy, timeliness and integrity of the filing list and information of the insider information. The Secretary of the board of directors is the person in charge of the confidentiality of inside information and is responsible for the registration and filing of insiders of the company’s inside information.
Article 3 the Securities Department of the company is the daily office of information disclosure management, investor relations management and insider information registration and filing. It is responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders.
Article 4 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 related to the company to the outside world. The documents, soft (magnetic) discs, audio (video) tapes, CDs and other materials related to insider information and information disclosure reported and transmitted to the outside world must be reviewed and approved by the Secretary of the board of directors of the company (and submitted to the board of directors of the company for review according to the importance of the information).
Chapter II Scope of inside information and insiders
Article 5 the insider information referred to in this system refers to the information that, according to the relevant provisions of the securities law, involves the operation and finance of the company or has a significant impact on the trading price of the company’s shares, securities and their derivatives in trading activities, and has not been officially disclosed on the information disclosure media or website of listed companies designated by the CSRC.
Article 6 the scope of inside information referred to in this system includes but is not limited to:
(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） 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 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;
（22） Other matters prescribed by the securities regulatory authority under the State Council.
If the controlling shareholder or actual controller of the company has a great impact on the occurrence and progress of a major event, it shall timely inform the company in writing of the relevant information it knows, and cooperate with the company to fulfill the obligation of information disclosure.
Article 7 criteria for identification of insiders: insiders referred to in this system refer to relevant internal and external personnel of the company who can contact and obtain the company’s inside information, including but not limited to:
1. The company and its directors, supervisors and senior managers: the 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.
2. Shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, and the actual controller of the company and its 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.
3. Other personnel who know the company’s relevant inside information due to kinship and business relationship with the relevant personnel in Items 1 and 2.
4. Other personnel who can obtain inside information as stipulated by laws, regulations and the CSRC.
Chapter III Registration, filing and filing
Article 8 before the public disclosure of inside information according to law, a listed company shall fill in the files of inside information insiders of the listed company 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 and the links of report, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method and content of knowing the inside information. Insiders of inside information shall confirm. The board of supervisors of the company shall supervise the implementation of this system.
Article 9 the board of directors of the company shall timely register and submit the files of insider information in accordance with the requirements of this system and the relevant rules of the 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 listed companies. 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 Secretary of the board of directors shall register and put on record when relevant personnel know the inside information, and the retention period of registration and filing materials shall not be less than 5 years.
Before the public disclosure of inside information according to law, the company shall fill in the insider file of the company’s inside information and report to the Shenzhen Stock Exchange within five trading days after the first public disclosure of inside information according to law. The office of the board of directors has the right to require insiders to provide or supplement other relevant information.
Information of the insider, including the type of the insider, the information of the company, the type of the insider, the date of registration, the contact number of the insider, the name of the insider, the contact information of the company, the contact information of the insider, the date of registration, the contact number of the insider, the contact information of the company, the information of the insider, the date of registration, 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 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 company’s securities trading price, they shall fill in the insider file of the company’s insider information.
Where a securities company or securities service institution is entrusted to carry out relevant business, and the entrusted matter has a significant impact on the company’s securities trading price, it shall fill in the insider file of the company.
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 the company.
The above-mentioned entities shall ensure the authenticity, accuracy and integrity of the insider files, and deliver the insider files to the company in stages according to the progress of the matter. 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 according to the specified requirements and confirmed by insiders of inside information.
Article 11 Where the personnel of the administrative department come into contact with the inside information of the company, they shall do a good job of registration in accordance with the requirements of the relevant administrative department.
If the company needs to regularly submit information to relevant administrative departments in accordance with 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 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 the company shall register the insiders of the inside information in the circulation of the inside information it knows, and summarize the files of the insiders of all parties involved in paragraphs 1 to 3.
When the company discloses the following major matters, it shall report to the Shenzhen stock exchange the relevant insider files:
1. The company is acquired;
2. Major asset reorganization;
3. Securities issuance;
4. Merger and division;
5. Share repurchase;
6. Annual report and semi annual report;
7. High proportion of shares transferred;
8. Draft equity incentive plan and employee stock ownership plan;
9. 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;
10. Other circumstances recognized by CSRC or Shenzhen Stock Exchange.
The company shall, within five trading days after the public disclosure of the inside information according to law, submit the files of insiders of the inside information and the progress memorandum of major events to the stock exchange.
Before the company discloses major events, if the trading of the company’s shares and their derivatives has undergone abnormal fluctuations, the company shall report to the Shenzhen stock exchange for relevant insider information files. After the company discloses major events, if there are major changes in relevant events, the company shall timely supplement and submit insider files and memoranda on the progress of major events.
Article 13 when a company conducts major matters such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing, share repurchase, equity incentive, or discloses other matters that may have a significant impact on the securities trading price of the listed company, it shall do a good job in the management of inside information and disclose suggestive announcements in stages as appropriate; It shall also make a memorandum on the progress of major events, record 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 way of planning and decision-making, and urge the relevant personnel involved in planning major events to sign and confirm on the memorandum. The company shall, in combination with the specific circumstances listed in Article 12 of the system, reasonably determine the scope of insider information that should be reported this time, so as to ensure the completeness and accuracy of the registration files of insider information. Before the public disclosure of the matters listed in Article 12 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 and fulfill the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
The files of insiders of inside information and the progress memorandum of major events shall be kept for at least ten years from the date of recording. Disclose the relevant contents (if any) in the memorandum on the progress of major events according to the relevant requirements of Shenzhen Stock Exchange. The company shall strengthen the management of inside information and strictly control the scope of insiders of inside information.
Article 14 the company shall, in accordance with the provisions and requirements of the CSRC and the Shenzhen Stock Exchange, conduct a self-examination on the trading of the company’s securities and their derivatives by insiders within five trading days after the announcement of the annual report, semi annual report and relevant major events, and discover that insiders conduct insider trading, disclose insider information or advise others
