Jiangsu Azure Corporation(002245)
Insider information management system
(reviewed and adopted by the 25th session of the 5th board of directors on March 19, 2022)
Chapter I General Provisions
Article 1 in order to regulate the inside information management of Jiangsu Azure Corporation(002245) (hereinafter referred to as “the company”), improve the management of internal and external information insiders, strengthen the confidentiality of inside information, avoid insider trading, maintain the principle of fairness in information disclosure, and protect the legitimate rights and interests of investors, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of information disclosure of listed companies This system is formulated in accordance with relevant laws, regulations and normative documents such as 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, the guidelines for the self discipline supervision of listed companies No. 5 – the management of information disclosure affairs of Shenzhen Stock Exchange and the relevant provisions of Jiangsu Azure Corporation(002245) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the company and its subordinate departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them.
Article 3 the board of directors of the company shall timely register and submit the insider files in accordance with the relevant provisions of the CSRC and the relevant rules of the stock exchange, and ensure that the insider files are true, accurate and complete. The chairman is the main person in charge of insider information management. The Secretary of the board of directors shall be responsible for filing the 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 Securities Department of the company shall specifically handle the registration, filing and filing of insiders of the company’s insider information.
The board of supervisors shall supervise the implementation of the insider registration management system.
Chapter II inside information and insiders
Article 4 the insider information mentioned in this system refers to the unpublished information that involves the company’s operation, finance or has a significant impact on the company’s securities market price according to the relevant provisions of the securities law, including but not limited to: (I) major events that have a significant impact on the company’s stock trading price
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. Breach of the company’s major debts and failure to pay off major debts due;
5. The company incurs major losses or losses;
6. Major changes in the external conditions of the company’s 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. Other matters prescribed by the securities regulatory authority under the State Council.
(II) major events that have a great impact on the trading price of corporate bonds
1. Major changes in the company’s ownership structure or production and operation status;
2. The credit rating of corporate bonds changes;
3. Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
4. The company fails to pay off its due debts;
5. The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
6. The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
7. The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
8. 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;
9. Major litigation and arbitration involving the company;
10. 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;
11. Other matters prescribed by the securities regulatory authority under the State Council.
Article 5 the insider referred to in this system refers to the relevant internal and external personnel of the company who can contact and obtain insider information in accordance with the relevant provisions of the securities law, including but 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) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VI) relevant personnel of stock exchanges, securities companies, securities registration and settlement institutions and securities service institutions who can obtain insider information due to their positions 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 persons who know the relevant inside information of the company due to their kinship and business relationship with the above-mentioned relevant personnel;
(x) other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Chapter III Registration Management of insider information
Article 6 before the public disclosure of inside information according to law, the company shall fill in the files of inside information insiders of Listed Companies 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.
Article 7 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, informed date, informed place, informed way, informed stage, informed content, registrant information, registration time and other information.
Article 8 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. In case of the following major events, the company shall report the relevant insider information files to the exchange: (I) major asset restructuring;
(II) high proportion of transferred shares
(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.
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.
The company shall reasonably determine the scope of insiders of inside information that should be submitted to Shenzhen Stock Exchange in combination with specific circumstances, so as to ensure the completeness and accuracy of the registration files of insiders of inside information.
Article 9 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 securities trading price of the listed company, they shall fill in the insider file of their own unit.
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 its own institution.
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 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 10 the company shall do a good job in the registration of insiders in the circulation of insider information it knows, and summarize the files of insiders involved in the above-mentioned parties. If the company needs to regularly submit information to the relevant administrative department 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 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 11 when a company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase, or discloses other matters that may have a significant impact on the securities trading price of a listed company, in addition to filling in the insider file of the company’s insider information in accordance with the regulations, it shall also make a memorandum on the progress of major events, including but not limited to the time of each key time point in the planning and decision-making process Participate in the planning of the list of decision-makers, planning and decision-making methods, etc. The company shall urge the relevant personnel involved in the memorandum to sign the Memorandum for confirmation. 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.
Article 12 when planning a major asset reorganization (including issuing shares to purchase assets), the company shall submit the insider files to the Shenzhen Stock Exchange when disclosing the reorganization for the first time. The first disclosure of reorganization matters refers to the earlier of the first disclosure of the planned reorganization, the disclosure of the reorganization plan or the disclosure of the reorganization report.
Article 13 the files of insiders of the company’s insider information and the progress memorandum of major events shall be kept for at least ten years from the date of recording (including supplement and improvement).
Article 14 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 Shenzhen Stock Exchange.
Article 15 after the company discloses major events, if there are major changes in relevant events, the company shall timely supplement and submit the files of insiders and the memorandum of progress of major events.
Article 16 the person in charge of each department, branch, holding subsidiary of the company and the joint-stock company that the company can have a significant impact on is the first person responsible for reporting information to the company. When the insider information specified in this system occurs, the unit shall be urged to strictly implement the information disclosure management and reporting system to ensure that the major information that should be disclosed is reported to the Securities Department of the company or the Secretary of the board of directors in time, Carry out insider information management according to this system.
Chapter IV confidentiality management of inside information
Article 17 insiders of inside information shall have the obligation of confidentiality. Before the disclosure of inside information according to law, they shall not disclose or divulge the inside information of a listed company, use the inside information to buy and sell or suggest others to buy and sell the shares of a listed company and its derivatives, or use the inside information in investment value analysis reports, research reports and other documents. Article 18 the company and its directors, supervisors, senior managers and insiders of relevant inside information shall take necessary measures to minimize the insiders of the information before the public disclosure of the inside information. Article 19 the shareholders and actual controllers of the company shall not abuse their shareholders’ rights and dominant position and require the company and its directors, supervisors and senior managers to provide them with inside information.
Article 20 on the premise of being conducive to the confidentiality and convenience of insider information, relevant personnel who often engage in the work of insider information shall have independent office space and special office equipment, and special personnel shall be assigned to submit and keep major information documents.
Article 21 without the consent of the Secretary of the board of directors, no department or individual of the company shall disclose, report or transmit the contents related to the company’s insider information and information disclosure to the outside world, and shall not lend the documents and materials containing insider information, meeting minutes, meeting resolutions and other documents and materials.
Article 22 when the company needs to provide inside information to the outside in accordance with laws and regulations, it can sign a confidentiality agreement with the insider of the inside information or provide the inside information to the outside
