Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Insider registration management system
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to strengthen the inside information management of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”), keep the inside information confidential, safeguard the principles of openness, fairness and impartiality of information disclosure, and protect the legitimate rights and interests of investors, In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration and administration system of insiders of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 – the administration of information disclosure and other laws and regulations This system is formulated in accordance with the provisions of the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the “articles of association”) and the management system of information disclosure affairs, and in combination with the actual situation of the company.
Article 2 the board of directors of the company is the management organization of inside information, which shall timely register and submit the files of insiders of inside information, and ensure that the files of insiders of inside information 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 responsible for the registration, filing and submission of insiders 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.
Authorized by the board of directors and the Secretary of the board of directors, the securities department is specifically responsible for the daily management of the company’s insider information.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 before the disclosure of inside information according to law, any insider of inside information shall not report, transmit or publish any content and data related to the company’s inside information in any media, unless he has fulfilled the obligations required by laws and regulations or has obtained effective authorization.
Article 4 the directors, supervisors, senior managers and other insiders of the company shall keep the inside information confidential.
Article 5 directors, supervisors, senior managers and other insiders of the company shall not disclose insider information, conduct insider trading or cooperate with others to manipulate securities trading prices.
Article 6 this system is applicable to the company, subsidiaries with more than 50% shares held by the company and other companies included in the consolidated accounting statements (hereinafter referred to as “holding subsidiaries”), the controlling shareholders and shareholders with more than 5% shares held by the company, as well as other insiders.
Chapter II Scope of inside information
Article 7 the insider information referred to in this system refers to the information that is not yet public and involves the operation and finance of the company or has a significant impact on the price of the company’s securities market in accordance with the relevant provisions of the securities law.
Article 8 the scope of inside information 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 and sells major assets within one year, exceeding 30% of the total assets of the company;
(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 due 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) the chairman or general manager is unable to perform his duties due to the change of directors, more than 1 / 3 supervisors or general manager of the company;
(VIII) 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;
(IX) the company’s decision 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 plan to distribute dividends or increase capital, and major changes in the company’s equity structure or production and operation status;
（12） The credit rating of corporate bonds changes;
（13） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year, or the company has suffered major losses exceeding 10% of the net assets at the end of the previous year;
（14） The mortgage, pledge, sale, transfer and scrapping of the company’s major assets, or the mortgage, pledge, scrapping or sale of the company’s main assets for business use exceeds 30% of the assets at one time;
（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’s undisclosed merger, reorganization, private placement and other activities;
（17） The company is suspected of committing a crime and is placed on file for investigation by the judicial organ, or is subject to criminal punishment or major administrative punishment. The controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of committing a crime and are taken compulsory measures by the judicial organ;
（18） Other matters prescribed by the CSRC.
Chapter III Scope of insider information
Article 9 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.
Article 10 the scope of insiders referred to in this system includes but is 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, actual controllers of the company and their directors, supervisors and senior managers, subsidiaries controlled or actually controlled by the company and their directors, supervisors and senior managers;
(III) heads of all departments and subsidiaries of the company and personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(IV) the acquirer or major asset trading party of the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(V) 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;
(VI) staff of the securities regulatory authority who can obtain inside information due to their duties and work;
(VII) staff members 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 the company and its acquisitions and major asset transactions;
(VIII) other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council and Shenzhen Stock Exchange.
Chapter IV Registration and filing of insiders
Article 11 before the public disclosure of inside information according to law, the company shall fill in the files of insiders of the company’s inside information in accordance with the regulations, and timely record the list of insiders of the inside information 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, content and other information of knowing the inside information.
Insiders of inside information shall confirm.
In case of any of the following major events, the company shall submit relevant insider information and insider files to Shenzhen Stock Exchange:
(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.
Before the company discloses major events, if the trading of its shares and their derivatives has undergone abnormal fluctuations, 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 this time in combination with specific circumstances, so as to ensure the completeness and accuracy of the registration files of insiders of inside information.
Article 12 Where the company carries out major matters specified in paragraph 2 of Article 11, it shall fill in the insider file of the company in accordance with the provisions, and disclose the relevant information in stages according to the situation; A memorandum on the progress of major events shall also be prepared, including but not limited to 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 planning and decision-making methods, etc. The company shall urge the relevant personnel involved in the progress memorandum of major events to sign and confirm the progress memorandum of major events. 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, within 5 trading days after the disclosure of the inside information according to law, submit the files of the insiders of the relevant inside information and the progress memorandum of major events (see Annex II for the specific format) to the Shenzhen stock exchange for filing in accordance with the requirements of Annex I registration form of insiders of the inside information. 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.
When planning major asset restructuring (including issuing shares to purchase assets), the company shall submit the insider files to the bourse when disclosing the restructuring matters 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.
During the period from the first disclosure of the reorganization matters to the disclosure of the reorganization report, if the reorganization plan is significantly adjusted or terminated, or if the reorganization matters are disclosed for the first time without disclosing the main financial indicators, estimated values, proposed pricing and other important elements of the underlying assets, the insider files shall be supplemented when the major changes of the reorganization plan or the important elements are disclosed.
Article 12 the contents of the registration and filing of insiders of inside information include: name or name, nationality, certificate type, certificate number or unified social credit code, shareholder code, contact mobile phone, communication address, affiliated unit, relationship with the listed company, position, related person, relationship type, date, place, way, stage, 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 insiders of inside information shall fill in the registration form of insiders of inside information from the date they learn the inside information, and submit it to the Securities Department of the company for filing within 5 trading days. The Securities Department of the company has the right to require insiders to provide or supplement other relevant information.
Article 14 the board of directors shall be responsible for the registration and filing, and the Secretary of the board of directors shall organize the implementation. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall perform the relevant duties on his behalf. The Secretary of the board of directors shall register and record the insider information while the relevant personnel know the insider information. The insider file 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 company’s directors, supervisors, senior managers, heads of departments and subsidiaries, shareholders, actual controllers, acquirers, counterparties, intermediary service agencies and other insider information insiders who can have a significant impact on them shall actively cooperate with the company in the registration and filing of insider information insiders, Timely inform the company of the insider information of major events that have occurred or are to occur and the change of relevant insider information.
Article 16 shareholders, actual controllers, purchasers, counterparties, intermediary service agencies and other insiders of the company shall actively cooperate with the company in the archives of insiders, and timely inform the company of the insiders of major events that have occurred or are to occur and the changes of relevant insiders.
Article 17 the company shall issue a written commitment when submitting the files of insiders and the progress memorandum of major events, ensure the authenticity, accuracy and integrity of the information and contents of insiders, and notify all insiders of the relevant provisions of relevant laws and regulations on insiders.
The chairman and the Secretary of the board of directors shall sign confirmation opinions on the written commitment specified in the preceding paragraph.
The board of supervisors of the company will supervise the implementation of the insider registration management system.
Chapter V confidentiality management and punishment of inside information
Article 18 all departments and subsidiaries of the company shall strictly follow this system when they are involved in insider information, and can formulate corresponding insider information confidentiality system according to the actual situation.
Article 19 before the public disclosure of the company’s information, the directors, supervisors and other insiders of the company shall minimize the scope of information, designate special personnel to submit and keep major information documents, and timely report the expanded scope of information insiders to the Securities Department of the company.
Article 20 insiders who have the opportunity to obtain inside information shall not disclose the contents of the inside information to others, or use the inside information to seek profits for themselves, their relatives or others.
Article 21 before the insider information is released, the insider shall not disclose, report or transmit the contents of the insider information to the outside world, nor spread it in any form, nor use the insider information to buy or sell or suggest others to buy or sell the stocks of listed companies and their derivatives, nor use the insider information in investment value analysis reports, research reports and other documents.
Article 22 due to work reasons, after
