Shenzhen Crastal Technology Co.Ltd(300824)
Management system for registration and filing of insider information
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as "the company"), strengthen the confidentiality of inside information, maintain the principles of openness, fairness and impartiality of information disclosure, and protect the legitimate rights and interests of investors, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") This system is formulated in combination with the actual situation of the company in accordance with the relevant provisions of the administrative measures for information disclosure of listed companies (hereinafter referred to as the "administrative measures"), the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the "Listing Rules") and other laws, regulations and normative documents, as well as the Shenzhen Crastal Technology Co.Ltd(300824) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the board of directors of the company is the management organization of inside information.
Article 3 the securities affairs department is the daily office for the supervision and disclosure of the company's inside information. The Secretary of the board of directors is the person in charge of internal information confidentiality of the company. The securities affairs representative shall assist the Secretary of the board of directors in the confidentiality of insider information.
Article 4 the Secretary of the board of directors and the securities affairs department shall be responsible for the reception, consultation (inquiry) services of securities regulatory authorities, stock exchanges, securities companies, law firms, accounting firms, asset appraisal institutions and other intermediaries, news media and shareholders.
Article 5 without the approval of the board of directors and 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. The documents, soft (magnetic) discs, audio (video) tapes, optical discs and other materials related to insider information and information disclosure reported and transmitted to the outside world can only be reported and transmitted to the outside world after being examined and approved by the board of directors and the Secretary of the board of directors.
Article 6 the directors, supervisors, senior managers and all departments of the company shall keep the inside information confidential and register for filing.
Article 7 directors, supervisors, senior managers and insiders of the company shall not disclose insider information, conduct insider trading or cooperate with others to manipulate securities trading prices.
Chapter II insider information and its scope
Article 8 the insider information referred to in this system refers to the unpublished information known by insiders, involving the operation and finance of the company or having a great impact on the trading price of the company's shares and derivatives. The information that has not been officially disclosed on the website designated by the CSRC refers to the information that has not been officially disclosed by the company.
Article 9 the scope of inside information includes but is not limited to:
（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） The company has major debts and fails to pay off the due major debts;
（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, spin off, dissolution and application for bankruptcy, or entering bankruptcy proceedings or being ordered to close down according to law;
（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） Major changes in the company's production and operation;
（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） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（18） Other matters stipulated or recognized by the securities regulatory authority under the State Council and the stock exchange.
The above major matters shall be judged by reference to the relevant provisions and standards of the stock exchange.
Chapter III insider information and its scope
Article 10 insider refers to any person who, before the disclosure of the company's insider information, can directly or indirectly contact or obtain insider information due to holding the company's shares, or serving as a director, supervisor or senior manager in the company, or due to his management status, supervision status and professional status, or as an employee of the company.
Article 11 the scope of insider information includes but is not limited to:
(I) the company and its directors, supervisors and senior managers; 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.
(II) shareholders holding more than 5% of the company's shares and their 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. (III) other personnel who know the company's relevant inside information due to kinship and business relationship with the relevant personnel in Item (I) (II).
(IV) other personnel specified by the CSRC.
Chapter IV Management of inside information circulation
Article 12 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) the circulation of inside information between subsidiaries (or branches) shall be approved by the person in charge of the original holding company of inside information before it can be transferred to other subsidiaries (or branches).
Article 13 reporting, transmission, examination and disclosure procedures 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 before signing and confirmed by the Secretary of the board of directors. 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 Secretary General of the board of directors 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 securities affairs department 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.
(IV) 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.
Chapter V registration and filing management of insiders
Article 14 the company shall truthfully and completely record all insider lists of insider information in all links such as the report, transmission, preparation, review and disclosure of insider information before disclosure, as well as the time when the insider knows the insider information and other relevant files for the company's self inspection and relevant regulatory authorities to inquire. The directors, supervisors and senior managers of the company are of course insiders.
Article 15 the board of directors of the company shall timely register and submit the files of insider information in accordance with the provisions of relevant laws, regulations and normative documents, 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 board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 16 the insider information related to the merger, acquisition and share repurchase shall be submitted to the Shenzhen stock exchange for the record in a timely manner when it is necessary to disclose the insider information related to the merger, acquisition and share repurchase.
Article 17 the directors, supervisors, senior managers and heads of departments and subsidiaries of the company shall actively cooperate with the company in the registration and filing of insider information, and timely inform the company of the insider information and the change of relevant insider information.
Article 18 the company's shareholders, actual controllers, affiliates, acquirers, counterparties, securities service institutions and other insiders shall actively cooperate with the company in the registration and filing of insiders, and timely inform the company of the insiders of major events that have occurred or are about to occur and the changes of relevant insiders. The Securities Affairs Department of the company also has the right to regularly inquire about the trading of the company's securities by insiders and their related parties, form written records, and report to them according to the requirements of the regulatory authority. Article 19 the process of registration and filing of inside information:
(I) when inside information occurs, the insider who knows the information shall inform the Securities Affairs Department of the company at the first time. The securities affairs department shall timely inform the relevant insiders of all confidential matters and responsibilities, and control the transmission and scope of insider information in accordance with various laws and regulations.
(II) the securities affairs department 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; If it fails to fill in the form in time, the Securities Affairs Department of the company has the right to require insiders to fill in the form within the specified time; In case of incomplete filling, the Securities Affairs Department of the company has the right to require insiders to provide or supplement other relevant information.
(III) after verification, the securities affairs department shall submit it to the Secretary of the board of directors for review. If it is necessary to report to Shenzhen Stock Exchange and securities regulatory authorities according to relevant regulations, it shall be reported according to regulations.
Article 20 the Secretary of the board of directors shall register and put on record when the relevant personnel know the inside information, and the registration and filing materials shall be kept for at least ten years. The contents of insider registration and filing include but are not limited to the insider's name, position, work unit, insider information, ways and means of knowing, time of knowing and confidentiality terms.
Article 21 the company shall, in accordance with the provisions of the CSRC, conduct self-examination on the trading of the company's shares and their derivatives by insiders. If it is found that insiders of insider information conduct insider trading, disclose insider information or suggest others to use insider information for trading, the company shall verify and investigate the responsibilities of relevant personnel in accordance with this system, and report the relevant situation and handling results to the dispatched office of the CSRC in the place where the company is registered within 2 working days.
Chapter VI confidentiality management of inside information
Article 22 the directors, supervisors, senior managers and insiders of relevant inside information of the company shall take necessary measures to minimize the insiders of the information before the public disclosure of the inside information.
Article 23 insiders of the company's inside information shall be responsible for the confidentiality of the inside information they know. Before the disclosure of the inside information according to law, they shall not disclose, report and submit the inside information in any form, use the inside information to buy and sell the company's shares and their derivatives, or suggest others to buy and sell the company's shares and their derivatives, or use the inside information to make profits for themselves, their relatives or others.
Article 24 when discussing matters that may have a significant impact on the company's stock price, the controlling shareholders and actual controllers of the company shall minimize the scope of information. If the matter has been circulated in the market and changes the stock price of the company, the controlling shareholder and actual controller of the company shall immediately inform the Secretary of the board of directors of the company, so that the company can clarify it in time, or directly report to the securities regulatory authority or Shenzhen Stock Exchange
