Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
Insider registration management system
Chapter I General Provisions
Article 1 in order to further regulate the inside information management of Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as “the company” or “the company”), strengthen the confidentiality of the company’s inside information and maintain the principle of fairness in 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 Guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies (announcement [2021] No. 5 of China Securities Regulatory Commission), listing rules of GEM stocks of Shenzhen Stock Exchange, guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs and other relevant laws and regulations, as well as Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) articles of Association (hereinafter referred to as the “articles of association”) This system is formulated in accordance with the provisions of Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) information disclosure management system and in combination with the actual situation of the company.
Article 2 the board of directors of the company is the management organization of inside information, the chairman is the person in charge of the confidentiality of inside information, and the Secretary of the board of directors is responsible for organizing and implementing the confidentiality of inside information and the registration and filing of insiders of inside information.
The board of directors shall ensure that the files of insiders are true, accurate and complete, and the board of supervisors shall supervise the implementation of the registration and management system of insiders.
Article 3 the Securities Department of the company is the daily office of information disclosure management, investor relations management and insider information registration and filing. It is responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders.
Article 4 without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the inside information and information disclosure related to 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 must be reviewed and approved by the Secretary of the board of directors of the company (and submitted to the board of directors of the company for review according to the importance of the information). Chapter II Scope of inside information and insiders
Article 5 the insider information referred to in this system refers to the information that is known to insiders, involves the operation and finance of the company or has a significant impact on the trading price of the company’s stocks, securities 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 China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Article 6 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 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) 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) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the situation of shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company has changed greatly, and the situation of the actual controllers of the company 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 ownership structure or production and operation status;
（13） The credit rating of corporate bonds changes;
（14） Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
（15） The company fails to pay off its due debts;
（16） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; （17） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（18） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（19） Other matters stipulated by China Securities Regulatory Commission, Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and relevant laws and regulations.
Article 7 criteria for identification of insiders: insiders referred to in this system refer to units and individuals that can directly or indirectly obtain insider information before the disclosure of the company’s insider information, including but not limited to: (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 controllers of the company and their directors, supervisors and senior managers;
(III) the company controlled or actually controlled by the company and its directors, supervisors and senior managers;
(IV) persons who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(V) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VI) relevant personnel of securities trading places, securities companies, securities registration and settlement structures 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 specified by the CSRC and the Shenzhen Stock Exchange.
Chapter III Registration, filing and filing of insider files
Article 8 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 regulatory authorities.
The company shall timely record the list of insiders of inside information at 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 inside information.
Article 9 the Secretary of the board of directors shall register and record the insider information while the relevant personnel know the insider information. The insider file shall be kept for at least 10 years from the date of recording (including supplement and improvement).
Insiders of inside information shall take the initiative to fill in the file form of insiders of inside information (Annex I) from the date of learning the inside information, and submit it to the securities department for filing within 5 trading days. The securities department has the right to require insiders to provide or supplement other relevant information.
Tenth insider information is recorded, including, but not limited to, the name, duty, ID number, work unit, insider information, channels and methods of insider information, the time of knowing, etc.
Article 11 the directors, supervisors, senior managers, departments, holding subsidiaries, branches and persons in charge of joint-stock companies that can have a significant impact on them 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 12 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.
The acquirer of the company, the counterparty of major asset restructuring and other sponsors involved in the company and having a significant impact on the share price of the listed company shall fill in the file of the insider 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 register the insiders of the insider information in the circulation of insider information it knows, and summarize the files of insiders of all parties.
Article 13 if the company needs to regularly submit information to the relevant administrative departments in accordance with the requirements of relevant laws, regulations and policies before the disclosure of insider information, it can be regarded as the same insider information matter 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 14 in case of any of the following circumstances, the company shall submit relevant announcement documents (such as periodic reports, resolutions of the board of directors, etc.) to the Shenzhen Stock Exchange and submit relevant files of insiders, including but not limited to:
(I) major asset reorganization;
(II) high proportion of shares transferred;
(III) changes in equity resulting in changes in the actual controller or the largest shareholder;
(IV) tender offer;
(V) issuance of securities;
(VI) merger, division, spin off and listing;
(VII) share repurchase;
(VIII) annual report and semi annual report;
(IX) equity incentive draft and employee stock ownership plan;
(x) other matters required by the CSRC or Shenzhen stock exchange that may have a significant impact on the trading price of the company’s shares and their derivatives.
In case of major changes in relevant matters after the company’s disclosure of major matters, the company shall timely supplement the insider files of insider information 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 submit relevant insider information files to Shenzhen Stock Exchange.
Article 15 Where the company conducts major matters specified in Article 14, it shall do a good job in insider information management and disclose relevant information in stages according to the situation; It shall also make a memorandum on the progress of major events, 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 way of planning and decision-making, and urge the relevant personnel involved in planning major events to sign and confirm on the memorandum. 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. The company shall submit a memorandum on the progress of major events to Shenzhen Stock Exchange within five trading days after the disclosure of insider information according to law.
Article 16 the company shall strengthen the management of the submission and use of inside information. The submission of annual statistical statements and other submission requirements of external units without legal basis shall be rejected. If the company should submit according to the requirements of laws and regulations, it is necessary to register the relevant personnel of the submitted external unit as insiders for future reference. The submitted external unit shall remind relevant personnel to perform the obligation of confidentiality.
Article 17 the procedures for the registration and filing of the company’s inside information are as follows:
1. When inside information occurs, insiders who know the information (mainly the heads of departments and institutions) need to inform the Secretary of the board of directors of the company of the information 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;
2. 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.
3. The insiders of relevant inside information shall timely obtain and submit the file of insiders of inside information to the securities department. After registration, the securities department shall be responsible for filing the form for the company’s self inspection or the inspection of regulatory authorities.
Article 18 the approval procedures for the circulation of inside information of the company are as follows:
1. Insiders of inside information shall strictly control the circulation of inside information within the minimum range within the first time they know the inside information.
2. When the inside information needs to be circulated within the Department, the insider of the inside information shall obtain the consent of the head of the Department.
3. When the inside information needs to be transferred between departments, it can only be transferred to other departments after being jointly approved by the person in charge of the original holding functional department of the inside information and the outflow functional department of the inside information.
4. In the process of transmitting the inside information, the insider shall inform the Securities Department of the list of personnel in the next link of the inside information transmission, and inform the personnel in the next link of the inside information to register with the securities department. If the insider in the next link fails to register in time, the relevant responsibilities shall be borne by the insider and the insider in the next link.
5. The securities department shall timely inform relevant insiders of their confidentiality matters and responsibilities when registering insiders of inside information, and control the transmission and scope of inside information in accordance with various laws and regulations.
6. Provided by the company
