Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) insider registration management system
March 2002 (Revised)
catalogue
Chapter I General Provisions 1 Chapter II Scope of inside information Chapter III Scope of insiders Chapter IV Registration and filing of insiders Chapter V confidentiality management of inside information Chapter VI penalties 5 chapter VII Supplementary Provisions 6 attachment: 7 Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) insider files seven
Chapter I General Provisions
Article 1 in order to standardize the management of the company’s inside information, strengthen the confidentiality of the inside information, ensure the fairness and impartiality of information disclosure, and protect the legitimate rights and interests of the company’s investors and relevant parties, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of information disclosure of listed companies This system is formulated in combination with the actual situation of the company and relevant laws, regulations, rules and normative documents such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, and the relevant provisions of the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 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. The chairman is the first person responsible for the confidentiality of the company’s inside information. The board of directors authorizes the Secretary of the board of directors as the person in charge of the management of inside information. The Secretary of the board of directors is responsible for the registration and filing of insiders of inside information, and the Office of the board of directors is responsible for the daily management of inside information.
Article 3 the directors, supervisors and senior managers of the company and all departments, subsidiaries and relevant personnel of the company shall keep the inside information confidential and cooperate with the registration and filing of insiders of the inside information.
Article 4 the board of supervisors of the company is responsible for supervising the implementation of this system.
Chapter II Scope of inside information
Article 5 the insider information mentioned in this system refers to the unpublished information that involves the operation and finance of the company or has a significant impact on the trading price of the company’s securities and their derivatives in accordance with Article 52 of the securities law.
Unpublished refers to the relevant matters that have not been officially disclosed by the company through the designated information disclosure media. 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 6 the scope of insider information mentioned in this system includes but is not limited to the following types of information:
(I) regular reports and performance letters that have not been disclosed by the company;
(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, or has large liability for compensation;
(V) the company has suffered major losses or losses;
(VI) the controlling shareholder of the company changes;
(VII) decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company; Or enter bankruptcy proceedings according to law and be ordered to close down;
(VIII) the directors, one-third of the supervisors or the general manager of the company have changed; The chairman or general manager is unable to perform his duties;
(IX) 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;
(x) the company is suspected of violating laws and regulations and is investigated by the competent authority, or is subject to criminal punishment or major administrative punishment; The directors, supervisors and senior managers of the company are suspected of violating laws and disciplines and are investigated or taken compulsory measures by the competent authorities; The directors, supervisors and senior managers of the company may be liable for major damages according to law;
（11） The company’s profit distribution plan, capital reserve increase or bonus share transfer plan;
（12） The board of directors forms relevant resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes;
（13） Major changes in external guarantees and company debt guarantees;
（14） Major changes in the company’s business policy and business scope;
（15） Major equity changes and major equity structure changes of the company;
（16） Major changes in the external conditions of the company’s production and operation;
（17） The credit rating of corporate bonds changes;
（18） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（19） The main assets of the company are sealed up, seized, frozen or mortgaged or pledged;
（20） 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;
（21） Obtain large government subsidies and other additional income that may have a significant impact on the company’s assets, liabilities, equity or operating results;
（22） Major changes in accounting policies and accounting estimates;
（23） Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（24） The company issues bonds or convertible bonds;
（25） The occurrence of major force majeure events of the company;
（26） Major related party transactions of the company;
（27） The mortgage, sale or scrapping of the company’s main business assets exceeds 30% of the assets at one time;
（28） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
（29） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（30） Other matters prescribed by the CSRC and the stock exchange.
Chapter III Scope of insider information
Article 7 the insider referred to in this system refers to the relevant personnel specified in Article 51 of the securities law, including but not limited to the following personnel:
(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, and the actual controller of the company and its directors, supervisors and senior managers;
(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 directors, supervisors, controlling parties and their actual assets;
(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 and filing of insiders
Article 8 before the public disclosure of insider information according to law, the company shall fill in the insider file (see the annex) in accordance with the regulations, and timely record the list of insider 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 and content of knowing the insider information.
Article 9 the Secretary of the board of directors shall organize the office of the board of directors to carry out the registration and filing work as soon as the insider knows the insider information. The office of the board of directors has the right to regularly inquire about the insider and his related parties’ trading of the company’s securities, form a written record, submit it to the board of directors, and report it to the board of directors according to the requirements of the regulatory authority.
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, they shall fill in the file of the insider of the unit.
Where securities companies, securities service institutions, law firms and other intermediaries are entrusted to engage in securities service business, and the entrusted matters have a significant impact on the company’s stock price, they shall fill in the files of insiders 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 company’s share price shall fill in the files of insiders of the unit.
The above-mentioned entities shall deliver the insider files to the company in stages according to the progress of the matter, but 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 in accordance with the requirements of this system.
The company shall do a good job in the registration of insider information in the process of insider information circulation, and summarize the files of insider information of all parties involved in paragraphs 1 to 3.
Article 10 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 the relevant administrative department 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.
Article 11 the directors, supervisors and senior managers of the company, as well as the main principals of the subordinate departments, branches, holding subsidiaries and listed companies of the company who can have a significant impact on them, shall actively cooperate with the company in the registration and filing of insiders of inside information, and timely provide the information of insiders of inside information and the changes of relevant insiders of inside information. All departments and holding subsidiaries of the company shall appoint special personnel to be responsible for the registration and filing of insider information.
Article 12 for major matters such as acquisition, major asset reorganization, issuance of securities, merger, division and share repurchase, in addition to filling in the insider files of the company in accordance with the provisions of this system, the company shall also prepare a memorandum on the progress of major matters, 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 way of planning and decision-making, etc. The company shall urge the relevant personnel involved in the memorandum to sign the Memorandum for confirmation.
Article 13 Where the company conducts the major events listed in Article 12 of the system, it shall timely submit the insider files and the progress memorandum of major events to Shanghai Stock Exchange after the insider 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.
Article 14 the company shall timely supplement and improve the file information of insider information. The files of insiders of inside information shall be kept for at least 10 years from the date of recording (including supplement and improvement).
Chapter V confidentiality management of inside information
Article 15 when reporting and transmitting insider information, all departments of the company shall strictly implement the relevant provisions of the company’s internal control system such as information disclosure management system.
Article 16 insiders of the company’s inside information shall be responsible for the confidentiality of the inside information and shall not disclose it in any form before the inside information is made public. The company shall inform relevant insiders of its confidentiality obligations and responsibilities by signing confidentiality agreements, notification of prohibition of insider trading and other necessary means.
Article 17 insiders of the company’s inside information shall take necessary measures to minimize the insiders of the information before the public disclosure of the inside information.
Article 18 insiders of the company’s inside information shall not use the inside information to buy and sell the company’s securities, or suggest others to buy and sell the company’s securities.
Article 19 before the disclosure of inside information according to law, the shareholders and actual controllers of the company shall not abuse their shareholders’ rights and dominant position to require the company to provide them with inside information.
Article 20 non insider information insiders shall consciously avoid asking for insider information. Non insiders become insiders of inside information after they know the inside information and are bound by this system.
Chapter VI penalties
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 inside 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 its insider registration management system, and submit the relevant information and handling results to Zhejiang regulatory bureau of CSRC and stock exchange within 2 working days.
Article 22 If the insider violates the company law, securities law, stock listing rules and the regulations of this system, the company will give the responsible person a warning, a notice of criticism, demotion, dismissal, termination of labor contract and other corresponding penalties according to the seriousness of the circumstances; If it causes serious consequences in society and causes heavy losses to the company, the company may require it to bear civil liability for compensation; Those who violate the relevant laws and regulations of the state will be handed over to the judicial organ for handling according to law.
Article 23 the company’s shareholders and controllers who violate the provisions of the company’s insider information retention system shall be investigated for the actual losses caused to the company’s shareholders and controllers.
Chapter VII supplementary provisions
Article 24 matters not covered in this system shall be implemented in accordance with the relevant national laws, regulations, normative documents and the relevant provisions of the articles of association mentioned in Article 1 of this system; 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 by legal procedures, the relevant laws, regulations and rules of the State shall prevail《
