Estun Automation Co.Ltd(002747)
Insider information registration system
(March 2022)
Chapter I General Provisions
Article 1 in order to further standardize the management of the inside information of Estun Automation Co.Ltd(002747) (hereinafter referred to as the "company"), strengthen the confidentiality of the inside information and ensure the openness, fairness and impartiality of the company's information disclosure, 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 Relevant laws and regulations, such as guidelines for the supervision of listed companies No. 5 - registration and management system for insiders of listed companies, stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as "Listing Rules"), guidelines for the governance of listed companies, guidelines for the self-discipline supervision of listed companies of Shenzhen Stock exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as "standardized operation guidelines"), etc This system is formulated in accordance with laws and regulations and the relevant provisions of Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the board of directors of the company shall be responsible for the management of inside information. The Secretary of the board of directors is responsible for the registration and filing of insiders of the company. Shareholders holding more than 5% of the company's shares and their directors, supervisors, senior managers, actual controllers and their directors, supervisors, senior managers, the company and its directors, supervisors, senior managers, acquirers, counterparties of major asset restructuring, securities companies, securities service institutions and other insiders shall actively cooperate with the company in the registration of insiders.
Article 3 this system is applicable to the registration and filing of insiders of the company. Where there are no provisions in this system, the relevant provisions of the company's information disclosure management system shall apply.
Article 4 insiders of the company's inside information shall be aware of the provisions of the company law, the securities law and other laws and regulations on insider trading, market manipulation and other prohibited acts, perform the obligation of confidentiality, and shall not engage in illegal transactions.
Chapter II insider information and the scope of insiders
Article 5 The term "inside information" as 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 price of the company's securities market in accordance with Article 52 of the securities law. The major events listed in paragraph 2 of Article 80 and paragraph 2 of Article 81 of the securities law belong to insider information. The insider mentioned in this system refers to the relevant personnel stipulated in Article 51 of the securities law.
Article 6 insiders of the company's inside information are divided into internal insiders and external insiders. Persons holding positions within the company are internal insiders of inside information; Individuals and units who do not hold positions in the company but can get inside information of the company shall be regarded as external insiders of the company's inside information.
Insiders include but are 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 and Shenzhen Stock Exchange.
Chapter III insider information management
Article 7 insiders of the company's inside information shall keep the inside information confidential and cooperate with the company in the registration and filing of insiders of the inside information.
Article 8 the company shall establish internal insider files of inside information, which shall be registered and filed by the office of the board of directors. The contents of registration include insider information, insider's name, unit and department, duty, ID number, insider information and time, etc. the registration material is kept for at least ten years.
Before the public disclosure of inside information according to law, the company shall fill in the file of insiders of the company's inside information, timely record the list of insiders of the company's inside 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, content and other information of the inside information. The insiders of the inside information shall confirm.
The files of insiders of inside information shall include: name, nationality, certificate type, certificate number, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the listed company, position, related person, relationship type, informed date, informed place, informed way, informed stage, informed content, registrant information, registration time and other information.
The time of knowing the inside information refers to the first time that the insider knows or should know the inside information. The ways to know include but are not limited to meeting, telephone, fax, written report, e-mail, etc. The informed stage includes negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc. Article 9 the company shall, by signing a confidentiality agreement or sending a notice prohibiting insider trading, urge external insiders of insider information to perform their own obligations of confidentiality of insider information, and urge them to actively cooperate with the company in the confidentiality of insider information and insider registration.
Article 10 before public release, the company's inside information shall strictly abide by the responsibilities and procedures specified in the company's information disclosure management system, be reviewed or submitted to the board of directors for deliberation before release.
Article 11 without the approval or authorization of the board of directors, any department or individual of the company shall not disclose, report or transmit the contents of the company's insider information to the outside world. The documents, audio-visual and optical discs and other materials related to inside information reported and transmitted to the outside world must be reviewed and approved by the board of directors and reported to the office of the board of directors for filing before they can be reported and transmitted to the outside world.
Article 12 the company shall disclose information on the selected newspapers and websites designated by the CSRC at the first time, and the information disclosed in other public media shall not be earlier than the newspapers and websites designated by the CSRC. When the company publishes relevant publicity information in the media, it shall follow the principle that the publicity information cannot exceed the content of the announcement.
Article 13 in addition to the registration and filing of insider information in accordance with these Provisions, the company shall also prepare a memorandum on the progress of major events, 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. 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.
If the company conducts the major events listed in the preceding paragraph, it shall submit the insider files of the insider information and the progress memorandum of the major events to Shenzhen Stock Exchange within 2 trading days after the public disclosure of the insider information according to law.
After the company discloses major events, in case of major changes in relevant events, the company shall timely supplement and submit insider files to Shenzhen Stock Exchange.
Before the company discloses major events, if the trading of its shares and their derivatives has undergone abnormal fluctuations, the company shall report relevant insider information files to Shenzhen Stock Exchange.
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. Shenzhen Stock Exchange may require listed companies to disclose the relevant contents in the memorandum on the progress of major events.
Chapter IV confidentiality measures of inside information and restrictions on insider trading Article 14 insiders of inside information shall have the obligation of confidentiality and shall not disclose or divulge the company's inside information, nor use the inside information to buy or sell the company's shares or their derivatives.
Article 15 the recommendation and underwriting institutions, financial consultants, law firms, accounting firms, asset appraisal companies, public relations companies and other intermediaries employed by the company, as external insiders of inside information, shall enter into confidentiality agreements or formulate strict confidentiality arrangements with them to ensure that the inside information will not be disclosed before public disclosure.
Article 16 the company's inside information needs to be reviewed and approved by relevant units or departments due to its related matters. Relevant units and departments shall also manage as external insiders of the company's inside information. While providing them with inside information, the company shall urge them to fulfill their obligations of confidentiality of inside information by sending them a notice prohibiting insider trading, and cooperate with the registration of external insiders of inside information.
Article 17 insiders of securities trading insider information shall not use the insider information to engage in stock trading activities. Before the insider information they know is made public, they shall not buy or sell the company's shares or suggest others to buy or sell the company's shares.
The company shall, in accordance with the provisions and requirements of the CSRC and Shenzhen Stock Exchange, conduct a self-examination on the trading of the company's securities and their derivatives by insiders within five trading days after the announcement of the annual report, semi annual report and relevant major events. If it is found that insiders conduct insider trading, disclose insider information or suggest others to use insider information for trading, It shall verify and investigate the responsibilities of relevant personnel according to its insider registration management system, and submit the relevant information and handling results to Shenzhen stock exchange for disclosure within two trading days.
Article 18 insiders shall consult the Secretary of the board of directors in writing before buying and selling the shares of the company. The Secretary of the board of directors shall check the progress of the company's information disclosure and major events. If there may be improper trading behavior, the Secretary of the board of directors shall timely notify the insider of the proposed trading and prompt the relevant risks.
Chapter V accountability
Article 19 If the company's directors and supervisors violate this system, the company will give criticism and warning according to the seriousness of the case, until it is submitted to the general meeting of shareholders or the general meeting of employees for removal; If other insiders of the company's inside information violate the provisions of this system, but do not cause serious impact or loss to the company, the company will give sanctions of criticism, warning and demotion according to the seriousness of the circumstances. If other insiders of the company violate the provisions of this system, resulting in violation of information disclosure and causing serious impact or loss to the company, the company will demote, dismiss or dismiss the parties according to the seriousness of the circumstances.
Article 20 if shareholders holding more than 5% of the company's shares, actual controllers of the company, intermediaries providing services for the company, other external insiders of the company's inside information and the staff of the above insiders disclose the company's information without authorization and cause losses to the company, the company reserves the right to investigate their responsibilities.
Article 21 if the insider divulges information without authorization, which is suspected to be illegal, the company will transfer it to the judicial authority for handling.
Chapter VI supplementary provisions
Article 22 this system shall come into force as of the date of deliberation and adoption by the board of directors.
Article 23 the right to revise and interpret this system belongs to the board of directors of the company.
Article 24 matters not covered in this system shall be implemented in accordance with the company law, securities law, listing rules, governance standards for listed companies, administrative measures for information disclosure of listed companies, articles of association and other relevant provisions.
Attachment: registration file format of insiders of the company
Company abbreviation: Company Code: insider information matters (Note 1)
No. inside information knowing inside information obtaining inside information registration time of inside information
Valentine's name screen information location information mode information according to the stage of the content
time
Note 2 Note 3 note 4
Note 1: insider information matters shall be recorded one by one, that is, each insider file only involves one insider information matter, and the insider files involved in different insider information matters shall be recorded separately. Note 2: fill in the ways to obtain inside information, including talks, telephone, fax, written reports, e-mail, etc. Note 3: fill in the basis for major shareholders, actual controllers or competent authorities and regulatory authorities to require listed companies to submit information, such as relevant laws and regulations such as statistical law and accounting law, departmental rules, normative documents, regulations of superior departments, institutional arrangements made by major shareholders and actual controllers or informal requirements such as e-mail. The name of the document, the issuing unit and the specific applicable provisions shall be listed. Note 4: the stage of filling in the inside information, including negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
