Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866)
Insider information management system
(reviewed and formulated at the 23rd Meeting of the 6th board of directors of Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) the company on October 21, 2010, adopted and revised at the 6th meeting of the 7th board of directors of the company on March 9, 2012 and the 15th meeting of the 10th board of directors of the company on March 25, 2022.)
Chapter I General Provisions
Article 1 in order to further standardize the management of the company’s inside information, strengthen the confidentiality of the company’s inside information and safeguard the 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 and the stock listing rules of Shanghai Stock Exchange This system is formulated in combination with the actual situation of the company in accordance with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, the relevant provisions of the Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) articles of association and Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) information disclosure management system. Article 2 this system is also applicable to the company’s branches and subsidiaries (including subsidiaries in which the company directly or indirectly controls more than 50% and other subsidiaries included in the company’s consolidated accounting statements). The insider information management of joint-stock companies that can have a significant impact on them shall be implemented with reference to this system.
Article 3 the board of directors shall be responsible for the management of the company’s inside information, and the Secretary of the board of directors shall organize the implementation. The office of the board of directors is the daily office for the management, registration and submission of the company’s information disclosure. 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.
Article 4 the board of supervisors shall supervise the implementation of the insider registration management system.
Article 5 without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the contents related to the inside information and information disclosure of the company to the outside world. The documents, soft (magnetic) discs, audio (video) tapes, CDs 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 with the approval of the board of directors or the Secretary of the board of directors.
Chapter II inside information and insiders
Article 6 the insider information referred to in this system refers to the unpublished information related to the operation and finance of the company (including the holding subsidiaries of the company) or having a significant impact on the trading price of the company’s securities and their derivatives in accordance with the securities law of the people’s Republic of China. The above unpublished means that the company has not been officially disclosed on the information disclosure media or website of listed companies designated by the CSRC.
The major events listed in paragraph 2 of Article 80 and paragraph 2 of Article 81 of the securities law belong to insider information.
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 company’s insider information is disclosed according to law, including but not limited to the scope listed in Article 51 of the securities law.
Chapter III Registration, filing and submission of insider information
Article 8 insiders of inside information shall register and record in accordance with this system when they directly or indirectly obtain the company’s inside information. The Secretary of the board of directors shall register and record while relevant personnel report and obtain insider information.
Article 9 the registration of insiders of inside information shall be carried out on a case by case basis. The company shall truthfully and completely record the list of insiders of all links of insider information such as report, transmission, preparation, resolution and disclosure of insider information before disclosure, as well as the stages of negotiation and planning, demonstration and consultation, contract conclusion, and the location, basis, method and content of insider information for the company’s self-examination and relevant regulatory authorities.
Article 10 before the disclosure of inside information according to law, the insiders of the company who have learned the inside information shall not disclose and report the inside information to the outside world, and shall not spread it in any form among non business related departments or individuals within the company. If the above-mentioned inside information is provided to relevant departments or individuals, it shall be registered and filed as an insider of inside information at the first time.
Article 11 the contents of the registration and filing of insider information include but are not limited to the insider’s name, identity, unit / Department, position / post, certificate type and number, time, place and method of knowing the insider information, stage of the insider information, etc.
Article 12 directors, supervisors, senior managers and the main principals of all departments of the company’s headquarters, branches and holding subsidiaries 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 13 shareholders, actual controllers, affiliates, acquirers, counterparties, securities service institutions and other insiders of the company 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 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 requirements of this system and confirmed by insiders of inside information.
Article 14 when the company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase, or discloses other matters that may have a significant impact on the trading price of the company’s securities, in addition to filling in the insider file according to the provisions of this system, it shall also make a memorandum on the progress of major events, including but not limited to the time of each key time point in the planning and decision-making process The list of decision-makers involved in planning and decision-making methods, etc. the relevant personnel involved in the memorandum shall sign on the Memorandum for confirmation. 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 Where a joint-stock company of the company is involved in the company and has a significant impact on the trading price of the company’s securities and their derivatives, it shall fill in the file of the insider of the unit, and shall be obliged to keep the insider information confidential, report to the company and the board of directors, and cooperate with the board of directors in information disclosure.
Article 16 the company shall timely supplement and improve the inside information, insider file information and important event progress memorandum information. The files of insiders of inside information and the progress memorandum of major events shall be kept for at least 10 years from the date of recording (including supplement and improvement). The China Securities Regulatory Commission and its dispatched offices and stock exchanges may inquire about insider files and memoranda on the progress of major matters.
If the company carries out the major matters listed in Article 6 of this system, it shall timely submit the insider files and the progress memorandum of major matters to Shanghai Stock Exchange after the internal information is publicly disclosed according to law.
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.
Chapter IV confidentiality and punishment
Article 17 insiders of 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 it in any form without authorization, conduct insider trading or cooperate with others to manipulate the trading price of the company’s securities and base derivatives, and shall not use the inside information to make profits for themselves, their relatives or others. The company shall inform relevant personnel of the above matters by signing confidentiality agreement with insiders, notification of prohibition of insider trading and other necessary means.
Article 18 the company and its directors, supervisors, senior managers and insiders of relevant inside information shall take necessary measures to minimize the insiders of the information before the public disclosure of the inside information. Article 19 prior to the public disclosure of inside information according to law, the controlling shareholders and actual controllers of the company shall not abuse their shareholders’ rights or dominant position and require the company and its directors, supervisors and senior managers to provide them with inside information.
Article 20 directors, supervisors and senior managers shall enhance their awareness of law-abiding and compliance. When trading the company’s securities and their derivatives, they shall strictly abide by the relevant provisions of the measures for the administration of shares held by directors, supervisors and senior managers and their changes, and resolutely eliminate the use of the company’s insider information to buy and sell the company’s shares. Article 21 If insiders of inside information disclose information without authorization in violation of this system, or violate regulations due to dereliction of duty, or use inside information for insider trading or suggest others to use inside information for trading, which has caused serious impact or loss to the company, the company will punish the relevant internal responsible persons according to the relevant provisions of the company, depending on the seriousness of the circumstances, and reserve the right to claim compensation from them. The punishment of China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory authorities will not affect the company’s punishment.
Article 22 If the sponsors, securities service institutions and their personnel who issue special documents for the company’s performance of information disclosure obligations, shareholders or potential shareholders holding more than 5% of the company’s shares, actual controllers of the company and other external relevant responsible persons disclose the company’s information without authorization and cause losses to the company, the company reserves the right to investigate their responsibilities.
Article 23 any insider who violates this system and causes serious consequences to the society or heavy losses to the company, which constitutes a crime, shall be handed over to the judicial authority for handling.
Chapter V supplementary provisions
Article 24 matters not covered in this system shall be handled in accordance with relevant rules and regulations or other supplementary documents. Article 25 in case of any conflict between this system and the laws and regulations promulgated by the state in the future or the articles of association modified through legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the system shall be revised in time and submitted to the board of directors for deliberation and approval.
Article 26 the right to interpret this system belongs to the board of directors of the company.
Article 27 the system shall be implemented from the date of deliberation and approval by the board of directors, and the same shall apply to modification.
