Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Sensitive information management system
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”) and the information disclosure obligors of the company, strengthen the investigation, collection, confidentiality and disclosure management of sensitive information, reduce insider trading and stock price manipulation, and protect the legitimate rights and interests of investors, in accordance with 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 hereby formulated in accordance with the relevant provisions of laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange, the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the “articles of association”) and the company’s information disclosure management system.
Article 2 the sensitive information mentioned in this system refers to all information that may have a great impact on the trading price of the company’s shares and derivatives, including but not limited to:
(I) information related to the company’s performance, profits and other matters;
(II) information related to the company’s acquisition, merger, reorganization, major investment, external guarantee and other matters; (III) information related to the company’s stock issuance, repurchase, stock incentive plan and other matters;
(IV) relevant matters that have a significant impact on the daily operation of the company;
(V) other events that may or have had a significant impact on the trading price of the company’s shares and their derivatives.
Article 3 this system is applicable to the following personnel and institutions:
(I) secretary of the board of directors and Securities Department of the company;
(II) directors and board of directors of the company;
(III) the company’s supervisors and the board of supervisors;
(IV) senior management of the company;
(V) heads of all departments and holding subsidiaries of the company;
(VI) controlling shareholders, actual controllers and shareholders holding more than 5% of the company’s shares;
(VII) other company personnel and departments responsible for information disclosure.
Article 4 the Secretary of the board of directors is the person in charge of the investigation, collection, confidentiality and external disclosure of sensitive information, and the securities department is the specific responsible department.
Chapter II screening of sensitive information
Article 5 the Secretary of the board of directors shall lead the investigation of sensitive information and organize other relevant departments to clean up and investigate the websites and internal publications of the company, holding subsidiaries, controlling shareholders, actual controllers and affiliated enterprises, so as to prevent the disclosure of sensitive information; At the same time, manage the collection, confidentiality and disclosure of sensitive information. If necessary, the Secretary of the board of directors can conduct on-site investigation on various departments and holding subsidiaries to prevent insider trading and stock price manipulation and effectively protect the interests of small and medium-sized investors.
Chapter III collection of sensitive information
Article 6 when the following types of sensitive information appear, occur or are about to occur in all departments and holding subsidiaries of the company, the main person in charge shall timely report the relevant sensitive information to the Secretary of the board of directors of the company at the first time: (I) purchase or sell assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including entrusted loans);
(IV) provide guarantee (including guarantee for holding subsidiaries);
(V) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) creditor’s rights and debts reorganization;
(IX) sign a license agreement;
(x) transfer or transfer of R & D projects;
（11） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（12） Major litigation and arbitration involving the company;
（13） Major losses or losses;
（14） Default of major debts or failure to pay off major debts due;
（15） May be liable for major breach of contract or large amount of compensation according to law;
（16） The company decides to dissolve or is ordered to close down by the competent authority according to law;
（17） Major creditor’s rights are not paid off when due, or the main debtor is insolvent or enters bankruptcy proceedings;
（18） The company’s main business assets are sealed up, seized, frozen, mortgaged, pledged or scrapped; （19） Major changes in production and operation, external conditions or production environment (including major changes in industrial policies, product prices, raw material purchase prices, sales methods, policies or laws, regulations and rules);
（20） Entering into important contracts that may have a significant impact on the company’s assets, liabilities, equity and operating results;;
（21） Major or all businesses come to a standstill;
（22） The company is suspected of committing a crime, and the controlling shareholder, actual controller, director, supervisor and senior manager of the company are suspected of committing a crime and taken compulsory measures according to law; The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities; The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
（23） Obtain extra income such as large government subsidies, reverse the provision for impairment of large assets, or other events that may have a significant impact on the company’s assets, liabilities, equity or operating results;
（24） The company makes provision for impairment of large assets;
（25） Related party transactions with related parties of the company, etc.
Article 7 if the matters mentioned in the preceding paragraph occur, relevant personnel, departments and holding subsidiaries shall summarize the information to the Secretary of the board of directors within one working day and report to the chairman of the board of directors.
Article 8 the Secretary of the board of directors shall pay close attention to the situation of the controlling shareholders and actual controllers of the company, and timely grasp the trend of the controlling shareholders’ proposed transfer of shares of the company and other sensitive information that may have a great impact on the stock price of the company.
Article 9 the securities department shall pay attention to collecting market rumors that may or have had a great impact on the trading price of the company’s shares and their derivatives, and report to the Secretary of the board of directors at the first time.
Chapter IV confidentiality of sensitive information
Article 10 the company’s sensitive information shall be kept confidential before public disclosure. The company shall keep the personnel who know the information to a minimum and keep it strictly confidential. Before the company publicly discloses the sensitive information, any insider shall not disclose or disclose the information, and shall not use the information for insider trading. In case of any violation of confidentiality obligations, the board of directors of the company has the right to give the parties internal criticism, economic punishment, dismissal, dismissal and other sanctions according to the seriousness of the circumstances, until they are investigated for legal responsibility according to law.
Article 11 when the company communicates with any institution or individual on the company’s operating conditions, financial conditions and other company’s operating conditions through performance description meeting, analyst meeting, roadshow, acceptance of investor research and other forms, the company shall not provide sensitive information not publicly disclosed by the company.
Article 12 when the directors, supervisors, senior managers and other personnel of the company accept news media interviews, participate in press conferences and other public media activities with permission, they shall consult the Secretary of the board of directors in advance on the contents of the interviews, and shall not disclose the company’s unpublished sensitive information. If the information has been made public, the contents of the announcement shall prevail.
Article 13 the company shall strictly manage the website and promotional materials to prevent the disclosure of unpublished sensitive information in the above materials.
Article 14 If the sensitive information that has not been disclosed is difficult to keep confidential or has been disclosed, the company shall take timely measures to explain and clarify it and report it to Shenzhen Stock Exchange at the same time.
Article 15 when submitting various statements, documents and materials related to sensitive information at the request of the superior competent department, all departments and holding subsidiaries of the company shall earnestly perform the obligation of information confidentiality. The material submitter shall remind the superior competent department to keep the company confidential and strictly implement the company’s external information submission management system. If the reported information is difficult to keep confidential, the relevant personnel shall immediately report to the Secretary of the board of directors, The Secretary of the board of directors shall decide whether to perform the obligation of information disclosure in accordance with relevant regulations.
Chapter V disclosure of sensitive information
Article 16 when disclosing sensitive information, the company shall implement and submit relevant documents in accordance with the company’s information disclosure management system and the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Article 17 the sensitive information disclosed by the company shall be published in the form of announcement of the board of directors. Directors, supervisors and senior managers shall not release undisclosed sensitive information without the written authorization of the board of directors.
Article 18 the shareholders and actual controllers of the company shall not abuse the rights and dominant position of shareholders, and shall not require the company to provide them with insider sensitive information.
Chapter VI supplementary provisions
Article 19 matters not covered in this system shall be implemented in accordance with relevant laws and regulations, the articles of association and the company’s information disclosure management system.
Article 20 the board of directors shall be responsible for the interpretation of this system.
Article 21 this system shall come into force and be implemented from the date of deliberation and adoption by the board of directors.
