Foshan Haitian Flavouring And Food Company Ltd(603288)
Insider information and insider management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Foshan Haitian Flavouring And Food Company Ltd(603288) (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 company law of the people’s Republic of China, 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 formulated in accordance with the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange and other relevant laws and regulations, the articles of association and internal management systems.
Article 2 the board of directors of the company is the management organization of inside information. Without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the inside information and information disclosure of the company to the outside world.
Article 3 this system is applicable to all subordinate departments, branches, holding subsidiaries and joint-stock companies that the company can have a significant impact on.
Chapter II insider information and its scope
Article 4 the insider information referred to in this system refers to the unpublished information stipulated in the securities law that involves the operation and finance of the company or has a significant impact on the market price of the company’s shares and their derivatives. Unpublished means that the company has not officially made public on the selected information disclosure publications or the website of Shanghai Stock Exchange.
Article 5 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 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;
(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 the due major 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) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding shares or controlling the company has changed greatly, and the situation of the company’s actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(IX) the company’s plans to distribute dividends and 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; (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 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.
Major events that may have a great impact on the trading price of listed and traded company bonds occur, including: (I) major changes in the company’s ownership structure or production and operation status;
(II) the credit rating of corporate bonds changes;
(III) mortgage, pledge, sale, transfer and scrapping of major assets of the company;
(IV) the company fails to pay off its due debts;
(V) the company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; (VI) the company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
(VII) the company has suffered heavy losses exceeding 10% of its net assets at the end of the previous year;
(VIII) 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;
(IX) major litigation and arbitration involving the company;
(x) the company is suspected of committing a crime, and the company’s controlling shareholders, actual controllers, directors, supervisors and senior managers are suspected of committing a crime and taken compulsory measures according to law;
（11） Other matters prescribed by the securities regulatory authority under the State Council.
Chapter III insider information and its scope
Article 6 insider refers to the person who can directly or indirectly obtain insider information before the disclosure of the company’s insider information.
Article 7 insiders of inside information include but are not limited to:
(I) the company and its directors, supervisors and senior managers;
(II) more than 5% of the company’s directors, supervisors and senior managers who actually hold shares of the company;
(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 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;
(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 personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Chapter IV Registration Management of insider information
Article 8 before the public disclosure of insider information according to law, the company shall fill in the insider file of the company, and timely record the list of insider information at 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 insider information. Insiders of inside information shall confirm. Insider files are available for the company’s self inspection and relevant regulatory authorities.
Article 9 in case of any of the following events, the company shall submit the file information of insiders:
(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) issuing securities;
(VI) merger, division, spin off and listing;
(VII) share repurchase;
(VIII) other matters required by the CSRC and Shanghai stock exchange that may have a significant impact on the market price of the company’s shares and their derivatives.
Article 10 the company shall, in accordance with the scope of insider information listed in Article 7 of this system and the actual diffusion of insider information, truthfully, accurately and completely fill in the insider file of insider information and submit it to Shanghai Stock Exchange. There shall be no false records, major omissions and major errors. In case of any of the matters listed in Article 9 of this system, the insiders of the insider information submitted by the company shall at least include the following personnel:
(I) the company and its directors, supervisors and senior managers;
(II) the controlling shareholder, the largest shareholder and actual controller of the company, as well as its directors, supervisors and senior managers;
(III) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers (if any);
(IV) proposal on relevant matters shareholders and their directors, supervisors and senior managers (if any);
(V) relevant professional institutions and their legal representatives and managers (if any) who provide services for the matter and participate in the consultation, formulation, demonstration and other links of the scheme;
(VI) the administrative department that has received the information submitted by the company and its handling personnel (if any);
(VII) spouses, children and parents of the natural persons specified in items (I) to (VI) above; (VIII) other persons who know the inside information directly or indirectly and their spouses, children and parents. Article 11 the files of insiders of inside information shall include:
(I) name, ID number or unified social credit code;
(II) unit, Department, position or post (if any), contact number and relationship with the company; (III) the time, method and place of knowing the inside information;
(IV) content and stage of inside information;
(V) registration time, registrant and other information.
The time of knowing the inside information specified in the preceding paragraph refers to the first time that the insider knows or should know the inside information.
The ways of knowing inside information specified in the preceding paragraph include but are not limited to talks, telephone, fax, written reports, e-mail, etc. The stage of inside information, including negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
Article 12 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company, as well as other matters that have a significant impact on the market price of the company’s shares and their derivatives, they shall fill in the insider file of their own unit.
When securities companies, accounting firms, law firms and other intermediaries are entrusted to carry out relevant businesses, and the entrusted matters have a significant impact on the market price of the company’s shares and their derivatives, they shall fill in the insider files of their own institutions.
Acquirers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the market price of the company’s shares and their derivatives 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.
The company shall register the insiders of the insider information in the circulation of insider information it knows, and summarize the files of insiders of all parties involved in paragraphs 1 to 3 of this article.
Article 13 if the personnel of the administrative department come into contact with the inside information of the company, they shall do a good job of registration in accordance with the requirements of the relevant administrative department.
If the company needs to regularly submit information to relevant administrative departments in accordance with 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 14 in case of major events such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing and share repurchase, the company shall not only fill in the files of insiders of the company, but also prepare a memorandum on the progress of major events. When the company discloses matters that may have a significant impact on the market price of the company’s shares and their derivatives, if required by Shanghai Stock Exchange, the company shall prepare a memorandum on the progress of major matters in accordance with the provisions of this system. The contents of the memorandum on the progress of major events include but are not limited to the time of each key point in the planning and decision-making process, the list of decision-makers participating in the planning, the way of planning and decision-making, 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.
Article 15 the company’s directors, supervisors, senior managers and the main principals of all functional departments, branches and holding subsidiaries shall actively cooperate with the company in the registration of insider information, truthfully, accurately and completely fill in relevant information, and timely submit the insider files and changes of relevant insider information to the company.
Article 16 shareholders, actual controllers of the company and insider information insiders such as joint-stock companies, purchasers, counterparties and securities service institutions that can have a significant impact on them shall actively cooperate with the company in the registration and filing of insider information insiders, and timely inform the company of the insider information insiders and the changes of relevant insider information insiders.
Article 17 the company shall timely supplement and improve the files of insiders and the progress memorandum of major events. The files of insiders of inside 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). The company shall, within five trading days after the first public disclosure of the inside information according to law, submit the insider files and the progress memorandum of major matters through the electronic information disclosure system of listed companies of Shanghai Stock Exchange. 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 Shanghai Stock Exchange 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. Securities companies, law firms and other intermediaries shall assist and cooperate with the company to timely submit the files of insiders and memoranda of major events, and verify the relevant information in accordance with the requirements of practice rules. Article 18 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 board of directors of the company shall guarantee the inside information
