Shenzhen Yitoa Intelligent Control Co.Ltd(300131)
Insider information management system
Chapter I General Provisions
Article 1 in order to further regulate the management of inside information of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) (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, in accordance with the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the measures for the management of information disclosure of listed companies This system is hereby formulated in accordance with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies No. 5 – management of information disclosure affairs and the relevant provisions of the articles of association.
Article 2 the board of directors of the company is the management organization of inside information, the chairman is the person in charge of the confidentiality of inside information, and the Secretary of the board of directors is responsible for organizing the Securities Affairs Department of the company to implement the confidentiality of inside information and the registration and filing of insiders of inside information.
The board of directors shall ensure that the files of insiders are true, prepared and complete, and the board of supervisors shall supervise the implementation of the registration and management system of insiders.
Article 3 the board of directors authorizes the securities affairs department to be the only information disclosure organization of the company. Other departments and individuals of the company and insiders (units / individuals) specified in this system shall not disclose, report and transmit the contents related to the company’s major information and information disclosure to the outside world without the authorization of the board of directors. The principals of all departments, branches and holding subsidiaries of the company are responsible for the confidentiality work within their management scope, and are responsible for the report and transmission of the insider information involved. Article 5 the directors, supervisors and senior managers of the company, all departments, subsidiaries (branches) of the company and other insiders of inside information specified in the system shall keep the inside information confidential, and shall not carry out insider trading or cooperate with others to manipulate the securities trading price before the inside information is made public.
Chapter II Scope of inside information
Article 6 the insider information mentioned in this system refers to the unpublished information involving the operation and finance of the company or having a great impact on the trading price of the company’s shares and derivatives in accordance with the relevant provisions of the securities law. Unpublished information refers to the matters that the company has not officially disclosed on the information disclosure publications or websites of listed companies designated by the CSRC and selected by the company.
Article 7 inside information includes but is not limited to:
1. Major changes in the company’s business policy or business scope;
2. Major changes have taken place in the company’s business environment;
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’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;
5. The company has major debts or fails to pay off the due major debts;
6. The company incurs major losses or losses;
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 plan to distribute dividends or 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;
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 company’s controlling shareholder, actual controller, directors, supervisors and senior managers are suspected of crime and taken compulsory measures according to law;
13. The credit rating of corporate bonds changes;
14. Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
15. The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
16. The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
17. Other matters prescribed by the CSRC.
Chapter III insider information and scope
Article 8 insiders of inside information refer to the units and individuals that can directly or indirectly obtain inside information before the disclosure of the company’s inside information.
Insider information referred to in this system includes but is not limited to:
(I) the company and its directors, supervisors and senior managers; Directors, supervisors or actual controlling personnel of the company; 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 shareholders, actual controllers and their directors, supervisors and senior managers of the company; 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 registration and settlement institutions and intermediary 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 relevant personnel specified in items (I) and (II) of this article;
(IV) other personnel who can obtain inside information as stipulated by the CSRC and Shenzhen Stock Exchange.
Chapter IV Management of inside information circulation
Article 9 approval requirements for the circulation of inside information
(I) in general, the circulation of inside information should be strictly controlled within the scope of its departments;
(II) for the circulation of inside information between the departments of the company and its subsidiaries (or branches), the departments of the company and its subsidiaries (or branches) shall perform necessary approval procedures for the circulation of inside information, which can be transferred to other departments only after being approved by the person in charge of the Department;
(III) if the inside information needs to be transferred between subsidiaries (or branches), it can be transferred to other subsidiaries (or branches) only after being approved by the person in charge of the company that originally held the inside information;
Article 10 procedures for reporting, transmission, examination and disclosure of major events
(I) the company’s directors, supervisors, senior managers, persons in charge of each competent department or subordinate subsidiaries shall timely report the occurrence of major events to the chairman of the company and notify the Secretary of the board of directors at the same time. After receiving the report, the chairman of the board of directors shall immediately report to the board of directors and urge the Secretary of the board of directors to organize the information disclosure of the interim report.
Contracts, letters of intent, memoranda and other documents involving major information signed by the company shall be notified to the Secretary of the board of directors and confirmed by the Secretary of the board of directors before signing. If it cannot be confirmed in advance due to special circumstances, it shall be submitted to the Secretary of the board of directors and the director general immediately after signing the relevant documents. The above-mentioned reports shall be reported in writing, telephone, e-mail, oral and other forms. However, when the Secretary of the board of directors deems it necessary, the reporter shall provide written reports and relevant materials, including but not limited to agreements or contracts related to such information, government approvals, laws, regulations, court decisions and briefings. The reporter shall be responsible for the authenticity, accuracy and completeness of the submitted materials.
(II) if the Secretary of the board of directors evaluates and reviews relevant materials and believes that it is really necessary to perform the obligation of information disclosure as soon as possible, he shall immediately organize the office of the board of directors to prepare the first draft of the information disclosure document and submit it to the relevant parties for approval; If the approval procedure needs to be performed, it shall be submitted to the board of directors, the board of supervisors and the general meeting of shareholders for deliberation as soon as possible.
(III) the Secretary of the board of directors shall submit the approved or approved information disclosure documents to Shenzhen stock exchange for review, and make public disclosure on the media designated by the CSRC after passing the review. In case of significant progress or changes in the above matters, relevant personnel shall report to the chairman or the Secretary of the board of directors in time, and the Secretary of the board of directors shall do a good job in relevant information disclosure in time. Article 11 before the major events and undisclosed inside information of the company are disclosed through legal media, they shall not be disclosed and submitted in the form of website news, report outline, data submission, etc. the relevant responsible persons shall fulfill the obligation of confidentiality of information disclosure.
The company shall strengthen the confidentiality work during the internal circulation of undisclosed major information, clarify the confidentiality level of undisclosed major information, minimize the scope of personnel contacting undisclosed major information and ensure that they are under control.
Chapter V registration and filing system of inside information
Article 12 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 submit it to Shenzhen Stock Exchange within five trading days after the first disclosure of inside information according to law.
The files of insiders of inside information shall include: name or name, nationality, certificate type, certificate number or unified social credit code, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the listed company, position, related person, relationship type, information date, information place, information method, information stage, information content, registrant information, registration time and other information.
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 13 the company shall be responsible for (I) the shareholders, actual controllers and related parties of the company; (II) securities companies and securities service institutions; (III) the summary of the insider files of the unit registered by the acquirer, the counterparty of major asset restructuring or other promoters when initiating, accepting and involving the company and having a significant impact on the company’s securities trading price.
Article 14 in case of the following major events, the company shall submit relevant insider information files to Shenzhen Stock Exchange in accordance with the provisions of these guidelines:
(I) major asset reorganization;
(II) high proportion of shares transferred;
(III) changes in equity resulting in changes in the actual controller or the largest shareholder;
(IV) tender offer;
(V) issuance of securities;
(VI) merger, division, spin off and listing;
(VII) share repurchase;
(VIII) annual report and semi annual report;
(IX) equity incentive draft and employee stock ownership plan;
(x) other matters required by the CSRC or Shenzhen stock exchange that may have a significant impact on the trading price of the company’s shares and their derivatives.
After the company discloses major matters, if there are major changes in relevant matters, the company shall timely submit the insider files of insider information to Shenzhen Stock Exchange. If the trading of stocks and their derivatives has undergone abnormal fluctuations before the company discloses major events, the company shall submit relevant insider information files to Shenzhen Stock Exchange.
The company shall reasonably determine the scope of insiders of inside information that should be submitted in combination with specific circumstances to ensure the completeness and accuracy of the registration files of insiders of inside information.
Article 14 the company shall conduct the management of insider information by stages according to the relevant conditions of the company; 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’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.
The progress memorandum of major events shall record each specific link and progress of major events, including the time, place, participating institutions and personnel of scheme demonstration, contact and negotiation, forming relevant intentions, making relevant resolutions, signing relevant agreements, performing approval procedures and other matters. The company shall submit a memorandum on the progress of major events to Shenzhen Stock Exchange within five trading days after the disclosure of insider information according to law.
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. The files of insiders of inside information and the progress memorandum of major events shall be kept for at least 10 years from the date of recording (including supplement and improvement).
Article 15 the board of directors of the company shall check the authenticity, accuracy and integrity of the insider information, ensure the authenticity, accuracy and integrity of the insider files, and submit them in time. The Secretary of the board of directors of the company is responsible for the registration, filing and submission of insider information of the company. The procedures for registration and filing are as follows:
(I) when inside information occurs, the insider who knows the information (mainly the person in charge of each department and institution) 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 registration form for insiders of inside information at the first time and verify the inside information in time to ensure the authenticity and accuracy of the contents filled in the registration form for insiders of inside information;
(III) after verification, the Secretary of the board of directors shall report to the China Securities Regulatory Bureau and Shenzhen stock exchange for filing in accordance with the regulations.
While submitting the insider files, the company shall issue a written commitment to ensure the authenticity, accuracy and completeness of the filled insider files and the memorandum on the progress of major matters, and inform all insider insiders of the relevant provisions of laws and regulations on insider. Chairman and Secretary of the board of directors
