Insider registration management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to further standardize the management of inside information of Nanjing Baose Co.Ltd(300402) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, maintain the fairness of information disclosure of the company and protect the legitimate rights and interests of investors, According to 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 GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the guidelines for standardized operation of companies listed on gem of Shenzhen Stock Exchange This system is hereby formulated in combination with the actual situation of the company in accordance with the relevant laws, regulations, rules and normative documents such as 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 Nanjing Baose Co.Ltd(300402) articles of Association (hereinafter referred to as the “articles of association”) and Nanjing Baose Co.Ltd(300402) information disclosure system.
Article 2 the board of directors of the company is the management organization of inside information, which shall ensure that the files of insiders of inside information are true, accurate and complete, and the chairman of the board of directors is the main responsible person.
The Secretary of the board of directors is responsible for the registration, filing and submission of insiders of the company, and the securities affairs representative is obliged to assist the Secretary of the board of directors in relevant work.
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.
The office of the board of directors is the daily office for the supervision, management, registration, disclosure and filing of the company’s insider information, which is specifically responsible for the daily management of insider information.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 the Secretary of the board of directors, securities affairs representative and the office of the board of directors shall be responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall act as the Secretary of the board of directors.
Article 4 without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the company’s insider information and information disclosure to the outside world. The documents, soft (magnetic) discs, audio (video) tapes, optical discs and other materials related to insider information and information disclosure reported and transmitted to the outside world must be reviewed and approved by the Secretary of the board of directors (and submitted to the board of directors for review according to the degree of importance) before they can be reported and transmitted to the outside world.
Article 5 directors, supervisors, senior managers, departments, branches and subsidiaries of the company (including subsidiaries directly or indirectly controlled by the company, other subsidiaries included in the company’s consolidated accounting statements and joint-stock companies that can have a significant impact on them, the same below) and other insiders shall cooperate in the registration and filing of insiders.
Article 6 the directors, supervisors, senior managers, departments, branches, subsidiaries and other insiders of the company shall keep the inside information confidential and shall not disclose the inside information, conduct insider trading or cooperate with others to manipulate the securities trading price.
Insiders of inside information shall have the obligation of confidentiality before the disclosure of inside information.
Chapter II definition and scope of inside information
Article 7 the insider information mentioned in this system refers to the information that involves the operation and finance of the company or has a significant impact on the price of the company’s shares and their derivatives in trading activities and has not been officially disclosed on the information disclosure media or website of listed companies designated by the CSRC, including but 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) entering into contracts or providing significant rights and interests that may affect the operating results of the company;
(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) change of directors, more than one-third of supervisors or managers of the company; 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） Major changes in the company’s production and operation;
（13） Major changes in the credit rating of corporate bonds;
（14） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
（15） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（16） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（17） The board of directors forms relevant resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes; （18） The company’s undisclosed merger, reorganization, private placement, signing of major contracts and other activities;
（19） The company’s regular reports and financial reports before disclosure according to law;
（20） Other matters stipulated by laws, regulations and the CSRC and Shenzhen Stock Exchange.
Chapter III definition and scope of insider information
Article 8 the insider referred to in this system refers to the units and individuals that can directly or indirectly obtain the insider information before the public disclosure of the company’s insider information.
Article 9 the scope of insiders referred to in this system includes but is 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;
(III) the actual controller of the company and its directors, supervisors and senior managers;
(IV) the company controlled or actually controlled by the company and its directors, supervisors and senior managers;
(V) persons who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(VI) acquirers or major asset traders of listed companies and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VII) 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;
(VIII) staff of securities regulatory bodies who can obtain inside information due to their duties and work;
(IX) 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 listed companies and their acquisitions and major asset transactions;
(x) personnel of other external units who obtain relevant inside information from the company according to law;
（11） Other informed persons stipulated by laws, regulations and the CSRC and Shenzhen Stock Exchange.
Chapter IV Registration and filing of insiders
Article 10 before the public disclosure of insider information according to law, the company shall fill in the insider file (see Annex I for details) in accordance with the regulations, and timely record the list of all insider information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution, disclosure and other links, as well as the time, place, basis, method, content and other information of knowing the insider information, And report to Shenzhen Stock Exchange in time.
Article 11 the contents of the insider’s files include but are not limited to: the insider’s name, nationality, certificate type, certificate number or unified social credit code, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the listed company, position, related person, relationship type, informed date, informed place, informed method, 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 12 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company and other matters that have a significant impact on the company’s share price, they shall fill in the files of insiders of the company’s insider information.
Where a securities company or securities service institution is entrusted to engage in securities service business, and the entrusted matter has a significant impact on the company’s stock price, it shall fill in the files of insiders.
Acquirers, counterparties of major asset restructuring and other initiators involved in the company and having a significant impact on the company’s securities trading price shall fill in the files of 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, 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 according to the specified requirements and confirmed by insiders of inside information.
The company shall do a good job in the registration of insiders in the circulation of insider information that it knows and the registration of insiders in all parties
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 each event.
Article 14 when a company conducts major matters 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 securities trading price of a listed company, it shall, in addition to filling in the insider file of the company’s insider information as required, also prepare a memorandum on the progress of major matters (see Annex II for details), The contents 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 memorandum to sign and confirm the progress memorandum of major matters. 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.
The progress memorandum of major events shall record each specific link and progress of major events, including the time, place, participating institutions and personnel of scheme demonstration, contact and negotiation, forming relevant intentions, making relevant resolutions, signing relevant agreements, performing approval procedures and other matters.
Article 15 the directors, supervisors and senior managers of the company and the heads of all departments, branches, subsidiaries and joint-stock companies that can have a significant impact on them shall actively cooperate with the company in the registration and filing of insiders, and timely inform the insiders of the company and the changes of relevant insiders.
Article 16 the company’s shareholders, actual controllers, affiliates, acquirers, counterparties, securities service institutions and other insiders 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.
Article 17 after the company discloses major events, if there are major changes in relevant events, the company shall timely supplement and improve the insider files 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 public disclosure of the inside information according to law, submit the files of insiders of the inside information and the progress memorandum of major events to the stock exchange.
Article 18 procedures for registration and filing of insiders:
(I) when inside information occurs, the insider who knows the information (mainly the person in charge of each department and institution) shall inform the Secretary of the board of directors 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 insider file at the first time and verify the insider information in time to ensure the authenticity and accuracy of the contents filled in the insider file;
(III) after verification, the Secretary of the board of directors shall file the registration materials and report to Shenzhen stock exchange for filing in accordance with the regulations.
Article 19 the examination and approval procedures for the circulation of inside information of the company:
(I) in general, the circulation of inside information shall be strictly controlled within the scope of the company’s subordinate departments, branches and subsidiaries.
(II) for the circulation of inside information between departments, branches and subsidiaries of the company, it can be transferred to other departments, branches and subsidiaries only after being approved by the person in charge of the original holding department, branch and subsidiary of the inside information.
(III) the provision of inside information shall be approved by the deputy general manager in charge, the Secretary of the board of directors or the board of directors.
In the process of transmitting the inside information, the insider shall inform the office of the board of directors of the list of personnel in the next link of the inside information transmission, and shall inform the personnel in the next link of the inside information to
