Sichuan Tianwei Electronic Co.Ltd(688511)
Insider registration management system
Chapter I General Provisions
Article 1 in order to regulate the inside information management of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, maintain the principle 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, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange This system is formulated in accordance with the relevant provisions of the Sichuan Tianwei Electronic Co.Ltd(688511) articles of association and the actual situation of the company.
Article 2 the board of directors of the company is the management organization of inside information. The chairman is the main person in charge of the confidentiality of inside information, and the Secretary of the board of directors is responsible for organizing and implementing the confidentiality, registration and management of the company’s inside information. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall perform the duties of the Secretary of the board of directors on his behalf.
The board of supervisors shall supervise the implementation of the insider registration management system.
Article 3 the office of the Secretary of the board of directors of the company is specifically responsible for the daily management of the company’s inside information. The documents, CDs and other materials related to inside information and information disclosure can only be reported and transmitted to the outside with the approval of the main principals of relevant functional departments, the review of the office of the Secretary of the board of directors and the consent of the Secretary of the board of directors (and submitted to the chairman for review according to the degree of importance).
Article 4 the company’s directors, supervisors, senior managers and all departments, branches and subsidiaries of the company shall do a good job in the registration and filing of insiders of inside information, and keep the inside information confidential. They shall not disclose the inside information, conduct insider trading or cooperate with others to manipulate the securities trading price.
Chapter II Scope of inside information and insiders
Article 5 the insider information referred to in this system refers to the information involving the operation and finance of the company or having a significant impact on the trading price of the company’s securities and their derivatives, which has not been officially disclosed on the information disclosure media or website of listed companies designated by the CSRC or Shanghai Stock Exchange.
Article 6 the scope of inside information referred to in this system 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 and major decision to purchase property;
(III) the conclusion of important contracts by the company may have a significant impact on the company’s assets, liabilities, equity 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) changes in directors, more than one-third of supervisors or managers of the company;
(VIII) shareholders or actual controllers who hold more than 5% of the company’s shares have changed greatly in their holding of shares or control of the company;
(IX) decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company;
(x) major litigation 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 is suspected of committing a crime and is investigated by the judicial organ, and the directors, supervisors and senior managers of the company are suspected of committing a crime and are taken compulsory measures by the judicial organ;
（12） The company’s plan to distribute dividends or increase capital;
（13） Major changes in the company’s ownership structure;
（14） Major changes in the company’s debt guarantee;
（15） The mortgage, sale or scrapping of the company’s main business assets exceeds 30% of the assets at one time;
（16） The directors, supervisors and senior managers of the company may be liable for major damages according to law;
（17） Relevant plans for the acquisition of listed companies;
（18） The board of directors forms relevant resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes;
（19） The main assets are sealed up, seized, frozen or mortgaged or pledged;
（20） Major or all businesses come to a standstill;
（21） Providing major guarantees to foreign parties;
（22） The contents of the company’s performance forecast, performance express and periodic report before disclosure according to law;
（23） The company plans to buy back shares or increase share capital with provident fund;
（24） Major asset restructuring plans of the company, its controlling shareholders and actual controllers;
（25） Other important information recognized by the CSRC and Shanghai stock exchange that has a significant impact on the securities trading price.
Article 7 the insider referred to in this system refers to the units and individuals that can directly or indirectly obtain the insider information before the disclosure of the company’s insider information, including but not limited to:
(I) directors, supervisors and senior managers of the company;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, and the actual controller of the company and its directors, supervisors and senior managers;
(III) the company’s holding subsidiaries and their directors, supervisors and senior managers;
(IV) personnel who can obtain relevant inside information of the company due to their positions in the company;
(V) the acquirer and its persons acting in concert, the counterparty and its related parties, as well as its directors, supervisors and senior managers of major events that may affect the trading price of the company’s shares and their derivatives;
(VI) staff of the securities regulatory authority and other personnel who manage the issuance and trading of securities due to their statutory duties;
(VII) personnel who provide services for the company and can obtain non-public information of the company, including but not limited to relevant personnel of sponsors, underwriters, stock exchanges, securities registration and settlement institutions, law firms, accounting firms and other securities service institutions;
(VIII) spouses, parents and children of natural persons involved in items (I) to (VII) above;
(IX) other informed persons stipulated by laws, regulations and the CSRC and Shanghai Stock Exchange. Chapter III Registration and filing system
Article 8 before the public disclosure of inside information according to law, the company shall truthfully and completely fill in the files of inside information insiders in accordance with this system, 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, content and other information of knowing the inside information for the company’s self inspection and relevant regulatory authorities. The archival materials of insiders of inside information shall be kept for at least ten years from the date of recording (including supplement and improvement).
Article 9 for major matters such as acquisition, major asset reorganization, issuance of securities, merger, division and share repurchase, in addition to filling in the insider file of the listed company in accordance with Article 8 of this system, the company shall also prepare a memorandum on the progress of major matters (Annex II), including but not limited to the time of each key point in the planning and decision-making process, the list of personnel involved in planning and decision-making, the planning and decision-making methods, etc.
The company shall urge the relevant personnel involved in the memorandum to sign the Memorandum for confirmation. Where the company conducts major matters listed in this article, it shall timely submit the insider files and the progress memorandum of major matters to the Shanghai Stock Exchange after the internal information is publicly disclosed according to law.
Article 10 the directors, supervisors, senior managers and heads of departments, subsidiaries and branches 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 11 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 company’s share price; Securities companies, securities service institutions, law firms and other intermediaries are entrusted to engage in securities service business, and the entrusted matter has a significant impact on the company’s stock price; Acquirers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the company’s share price shall actively cooperate with the company in filing the files 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 above entities shall deliver the insider files to the relevant companies in stages according to the progress of the matter, but the delivery time of the complete insider files shall not be later than the time of public disclosure of the insider information. The company shall do a good job in the registration of insiders in the process of insider information circulation, and summarize the files of insiders involved in the process of insider information circulation.
Article 12 the process of registration and filing of inside information:
(I) when inside information occurs, the person who knows the information shall inform the Secretary of the board of directors of the company at the first time. The Secretary of the board of directors shall timely inform relevant insiders of various confidential matters and responsibilities, and control the transmission and scope of insider information in accordance with various laws and regulations;
(II) the Secretary of the board of directors shall organize relevant insiders to fill in the registration form for insiders of inside information (see Annex I) 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;
(III) after verification, the Secretary of the board of directors shall report to Shanghai Stock Exchange and Beijing Securities Regulatory Bureau for filing in accordance with the regulations.
Article 13 the Secretary of the board of directors shall register and record while the relevant personnel know the inside information, and the registration and record materials shall be kept for at least ten years. The contents of insider information registration include, but are not limited to, the name of insider information, ID number, Department / position, insider information, channels and methods of knowing, and the time to know.
Chapter IV confidentiality management of inside information
Article 14 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 15 insiders of inside information shall be responsible for the confidentiality of the inside information they know. The company shall inform relevant personnel of the above matters by signing confidentiality commitment (see Annex III), confidentiality agreement (see Annex IV), notice of prohibition of Insider Trading (see Annex V) and other necessary means. Before the inside information is disclosed according to law, it shall not disclose, report or report to the public in any form without authorization, nor 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, nor use the inside information to make profits for myself, relatives or others.
Article 16 if the company needs to regularly submit information to the relevant administrative departments 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.
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 report directly to Beijing Securities Regulatory Bureau or Shanghai Stock Exchange.
Article 17 Where the company provides unpublished information to major shareholders, actual controllers and other insiders, it shall be filed with the Secretary Office of the board of directors before providing it, confirm that it has signed a confidentiality agreement or obtained its commitment to the confidentiality of relevant information, and make relevant registration in time.
Article 18 the directors of the company shall carefully perform their duties when deliberating and voting on non-public information proposals, and the directors of related parties shall avoid voting. If the major shareholder or actual controller has no reasonable reason to require the company to provide unpublished information, the board of directors of the company shall refuse.
Chapter V accountability
Article 19 the company shall, in accordance with the provisions of the CSRC and the Shanghai Stock Exchange, 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 relevant regulations, and submit the relevant situation and handling results to Sichuan Securities Regulatory Bureau within two working days.
If insiders of inside information disclose the inside information they know in violation of this system, or use the inside information for insider trading, or suggest others to use the inside information for trading, which has caused serious impact or loss to the company, the board of directors of the company shall, depending on the seriousness of the circumstances, give sanctions such as criticism, warning, demerit recording, retention for observation, demotion, dismissal, confiscation of illegal income, termination of labor contract and so on. The punishment of Shanghai Securities Regulatory Commission will not affect the company.
Article 20 If a shareholder holding more than 5% of the company’s shares and the actual controller of the company disclose information without authorization in violation of this system and cause losses to the company, the company reserves the right to investigate his responsibility.
Article 21 sponsors, securities service institutions and their relevant personnel who produce and issue special documents such as securities issuance recommendation, audit report, asset evaluation report, legal opinion, financial advisory report and credit rating report for the company’s major projects, relevant units and relevant personnel involved in the consultation, planning, demonstration and other links of the company’s major projects, disclose information without authorization in violation of these provisions. The company shall, depending on the seriousness of the circumstances, The intermediary service contract can be terminated and submitted to relevant industry associations or management departments for handling. If losses are caused to the company, the company reserves the right to investigate its responsibility.
Article 22 any insider who violates this system and causes heavy losses to the company and constitutes a crime will be transferred to the judicial organ and investigated for criminal responsibility according to law.
Chapter VI supplementary provisions
