Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Insider registration management system
Chapter I General Provisions
Article 1 in order to further standardize the management of the inside information of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as “the company”), strengthen the confidentiality of the company’s inside information and maintain the principle of fairness in information disclosure, in accordance with the securities law of the people’s Republic of China, the stock Listing Rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations This system is formulated in accordance with the provisions of normative documents and Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the management of the company’s inside information shall be under the unified leadership and management of the board of directors.
Article 3 the Secretary of the board of directors is the person in charge of the confidentiality of the company’s inside information. The Securities Investment Department of the company is the daily management department for the registration and filing of the company’s insider information, assisting the Secretary of the board of directors to be specifically responsible for the registration, disclosure, filing and management of the company’s insider information.
Article 4 the securities investment department is the only information disclosure institution of the company. 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 company’s insider information and information disclosure to the outside world. The documents, hard disks, USB flash drives, CDs, audio (video) tapes 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 after being 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).
Article 5 the company’s directors, supervisors, senior managers and all departments, subordinate companies and joint-stock companies that can exert significant influence on them shall abide by this system and do a good job in the confidentiality of insider information. The above subjects and relevant responsible persons shall have the obligation of internal reporting on insider information and perform the duty of information disclosure.
Chapter II Scope of inside information and insiders
Article 6 The term “inside information” as mentioned in this system refers to the unpublished 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. “Not yet disclosed” means that it has not been publicly disclosed on the information disclosure media or website of listed companies designated by the CSRC.
Article 7 the insider referred to in this system refers to the person who can directly or indirectly obtain the insider information before the disclosure of the company’s insider information.
Article 8 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 decision on major investment and major property purchase;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests 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) when the directors, more than one-third of the supervisors or the general manager of the company change, the chairman or the general manager is unable to perform his duties.
(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) the company makes decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or enters bankruptcy proceedings according to law and is 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 declared invalid 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） Significant changes have taken place in the company’s equity 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） Relevant plans for the acquisition of the company;
（17） Other important information recognized by the securities regulatory authority that has a significant impact on the company’s securities trading price.
Chapter III Registration, filing and filing
Article 9 the company shall truthfully and completely record all insider lists of insider information in all links such as the report, transmission, preparation, review and disclosure of insider information before disclosure, as well as the time when the insider knows the insider information and other relevant files for the company’s self inspection and relevant supervision and management institutions to inquire.
Article 10 before the public disclosure of inside information according to law, the company shall fill in the file form of insiders of inside information (see Annex I), and report to Shenzhen Stock Exchange five trading days after the first public disclosure of inside information according to law.
The files of insiders of inside information shall include: name, certificate type, certificate number, affiliated unit, 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 11 the insider information files shall be registered in the way of one record for each event, that is, each insider information file only involves one insider information item, and the insider files involved in different insider information items shall be recorded separately.
Article 12 Where a company conducts major matters such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing, share repurchase, equity incentive and so on, it shall do a good job in the management of inside information and disclose suggestive announcements in stages as appropriate; It shall also prepare a memorandum on the progress of major events (see Annex II), record the time of each key point in the planning and decision-making process, the list of decision-makers involved in the planning and decision-making, the planning and decision-making methods, and urge the relevant personnel involved in the memorandum to sign on the Memorandum for confirmation. Where the company conducts the above-mentioned major events, it shall timely submit the insider files and the progress memorandum of major events to Shenzhen Stock Exchange after the insider information is publicly disclosed according to law.
Article 13 in case of any of the following circumstances, the company shall submit the insider files of relevant company insider information to Shenzhen Stock Exchange, including but not limited to:
(I) tender offer;
(II) major asset reorganization;
(III) issuance of securities;
(IV) merger, division, spin off and listing;
(V) share repurchase;
(VI) annual report and semi annual report;
(VII) high proportion of shares transferred;
(VIII) equity incentive draft and employee stock ownership plan;
(IX) changes in equity resulting in changes in the actual controller or the largest shareholder;
(x) other matters that may have a significant impact on the trading price of the company’s shares and their derivatives, such as major investment, major foreign cooperation, or signing major contracts for daily operation;
（11） Other circumstances recognized by the CSRC or Shenzhen Stock Exchange.
After the company discloses major matters, if there are major changes in relevant matters, the company shall timely supplement and submit the files of insider information.
Before the company discloses major events, if abnormal fluctuations have occurred in the trading of its shares and derivatives, the company shall timely submit the files of insider information.
Article 14 the company shall strengthen the management of inside information and strictly control the scope of insiders of inside information. Insiders of inside information shall actively cooperate with the company in the filing of insiders of inside information, and timely provide the company with true, accurate and complete insider information in accordance with relevant requirements.
Article 15 before the public disclosure of the matters listed in Article 13 of the system or during the planning process, if the company needs to file with the relevant state departments, submit for approval or submit information in other forms according to law, it shall do a good job in the registration of insiders and fulfill the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 16 when submitting the files of insider information, the company shall issue a written commitment to ensure the authenticity, accuracy and integrity of the information of insider information and the memorandum on the progress of major matters, and inform all insider information of the relevant provisions of relevant laws and regulations on insider information. The chairman and the Secretary of the board of directors shall sign on the written commitment for confirmation.
Article 17 the directors, supervisors, senior managers and heads of departments and subordinate companies 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 18 the company’s shareholders, actual controllers, affiliates, acquirers, securities service institutions of the counterparty and other insider information insiders shall actively cooperate with the company in the registration and filing of insider information insiders, and timely inform the company of the insider information of major events that have occurred or are to occur and their changes. Article 19 the archives management of insiders and the progress memorandum of major events shall be kept for at least 10 years from the date of recording.
Chapter IV confidentiality and accountability
Article 20 the directors, supervisors, senior managers and relevant insiders of the company shall be responsible for the confidentiality of the insider information they know. Before the insider information is disclosed according to law, they shall not disclose, report or transmit the insider information in any form, nor use the insider information to buy or sell or suggest others to buy or sell the company’s securities and their derivatives, They shall not conduct insider trading or cooperate with others to manipulate the trading price of the company’s securities and their derivatives, and shall not use insider information to seek profits for themselves, their relatives or others. The company informs the insider of its confidentiality obligations and responsibilities for illegal confidentiality by signing confidentiality agreements with the insider of the company and other necessary means. Article 21 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, and shall not spread it in any form. Major information documents shall be submitted and kept by designated personnel.
Article 22 the board of directors of the company will punish the insiders who violate this system, disclose insider information without authorization, use insider information for insider trading, or suggest others to use insider information for trading, depending on the seriousness of the circumstances and the losses and impact on the company, and investigate their legal responsibilities in accordance with the provisions of laws, regulations and normative documents.
Article 23 before the disclosure of inside information according to law, the controlling shareholders, actual controllers and shareholders who directly or indirectly hold more than 5% of the shares of the company shall not abuse their shareholder rights or dominant position and require the company and its directors, supervisors and senior managers to provide them with inside information.
Article 24 the company reserves the right to investigate the responsibility of sponsors, securities service institutions and their personnel who issue special documents for the company’s performance of information disclosure obligations, shareholders who directly or indirectly hold more than 5% of the company’s shares, controlling shareholders or actual controllers of the company if they disclose the company’s information without authorization and cause losses to the company. Article 25 the company shall conduct self inspection on the trading of the company’s securities by insiders in accordance with the provisions of the CSRC and Shenzhen Stock Exchange. If it is found that insiders of inside information conduct insider trading, disclose inside information or suggest others to conduct trading, the company shall verify and investigate the responsibilities of relevant personnel in accordance with this system, and submit the relevant information and handling results to the CSRC and Shenzhen Stock Exchange within 2 working days.
Chapter V supplementary provisions
Article 26 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 27 the right to interpret this system belongs to the board of directors of the company.
Article 28 the system shall come into force from the date of deliberation and approval by the board of directors of the company, and the same shall apply to modification.
Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Board of directors
March 2022
Annex I:
Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Insider information form
The name of the unit is ID, the ID number is known, the information is known, the information is informed, the information is known, the information is registered, the time of registration, the time and place of the Registrar are based on the stage of the content.
Annex II:
Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Memorandum on progress of major issues
Time and place planning and decision-making in the transaction stage, negotiation and resolution contents of participating institutions and personnel, signature and confirmation of participants
