Jahen Household Products Co.Ltd(300955) insider registration management system
April, 2002
Jahen Household Products Co.Ltd(300955)
Insider registration management system
Chapter I General Provisions
Article 1 in order to strengthen the inside information management of Jahen Household Products Co.Ltd(300955) (hereinafter referred to as “the company”), keep the inside information confidential, safeguard the principle of fairness in information disclosure and protect the legitimate rights and interests of investors, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration and administration system for insiders of listed companies, and the Listing Rules of Shenzhen Stock Exchange GEM stocks This system is formulated in accordance with the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the Jahen Household Products Co.Ltd(300955) 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, which shall ensure that the files of insiders of inside information are true, accurate and complete, and the chairman of the company is the main responsible person. The chairman is the main person responsible for the company’s insider information management, and the Secretary of the board of directors is the specific person in charge of the insider information management. 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. The Securities Affairs Department of the company is the daily office responsible for the company’s information disclosure and investor relations management.
Article 3 the Secretary of the board of directors is responsible for the registration and filing of insiders of the company’s insider information, and the Securities Affairs Department of the company is responsible for the daily management of the company’s insider information.
Article 4 without the approval or authorization of the board of directors, any department or individual of the company shall not disclose, report or transmit the company’s insider information and information disclosure to the outside world. The extent to which the Secretary can review the contents of the internal report, the audio-visual report and the important information of the board of directors (as well as the information transmitted by the Secretary) shall be subject to the approval of the board of directors.
Article 5 the board of supervisors of the company is responsible for supervising the implementation of the insider registration management system.
Chapter II insider information and insider scope
Article 6 the insider information referred to 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 shares, securities and their derivatives in accordance with the relevant provisions of the securities law, including but not limited to:
1、 Major events that may have a great impact on the stock trading price of listed companies and companies whose shares are traded on other national securities trading places approved by the State Council, including:
(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 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） Other matters prescribed by the securities regulatory authority under the State Council.
If the controlling shareholder or actual controller of the company has a great impact on the occurrence and progress of a major event, it shall timely inform the company in writing of the relevant information it knows, and cooperate with the company to fulfill the obligation of information disclosure.
2、 Major events that may have a great impact on the trading price of listed and traded company bonds, including:
(I) major changes in the company’s ownership structure or production and operation;
(II) the credit rating of corporate bonds changes;
(III) mortgage, pledge, sale, transfer and scrapping of major assets of the company;
(IV) the company fails to pay off its due debts;
(V) the company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
(VI) the company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
(VII) the company has suffered heavy losses exceeding 10% of its net assets at the end of the previous year;
(VIII) the company distributes dividends, 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;
(IX) major litigation and arbitration involving the company;
(x) the company is suspected of committing a crime, and the company’s controlling shareholders, actual controllers, directors, supervisors and senior managers are suspected of committing a crime and taken compulsory measures according to law;
（11） Other matters prescribed by the securities regulatory authority under the State Council.
Article 7 the insider referred to in this system refers to the internal and external relevant personnel of the company who can contact and obtain insider information, including but 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; Management personnel of the company (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 members 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 the company and its 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.
Chapter III Registration and filing of insiders
Article 8 the company shall truthfully and completely record all insider lists of insider information in all links such as report, transmission, preparation, resolution and disclosure of insider information before disclosure, as well as relevant files such as the time when the insider knows the insider information, for the company’s self-examination and the inquiry of relevant regulatory agencies.
Article 9 when the company discloses the following major matters, it shall report to the Shenzhen stock exchange the relevant insider information files:
(I) tender offer;
(II) major asset restructuring;
(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 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.
Before the public disclosure of inside information according to law, the company shall fill in the insider file of the company’s inside information, and report to Shenzhen stock exchange for filing within five trading days after the first public disclosure of inside information according to law.
Before the company discloses major events, if the trading of the company’s shares and their derivatives has undergone abnormal fluctuations, it shall report to the Shenzhen stock exchange for relevant insider information files.
After the disclosure of major events, if there are major changes in relevant events, the company shall timely supplement and submit the files of insider information to Shenzhen Stock Exchange.
Article 10 where the company conducts major matters specified in Article 9, 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 11 when planning major asset restructuring (including issuing shares to purchase assets), the company shall submit the insider files to Shenzhen Stock Exchange when disclosing the restructuring matters for the first time. The first disclosure of reorganization matters refers to the earlier of the first disclosure of the planned reorganization, the disclosure of the reorganization plan or the disclosure of the reorganization report.
During the period from the first disclosure of the reorganization matters to the disclosure of the reorganization report, if the reorganization plan is significantly adjusted or terminated, or if the reorganization matters are disclosed for the first time without disclosing the main financial indicators, estimated values, proposed pricing and other important elements of the underlying assets, the insider files shall be supplemented when the major changes of the reorganization plan or the important elements are disclosed.
Article 12 Where the company needs to file with relevant administrative departments, submit for approval or submit information in other forms before the public disclosure or planning of major events specified in Article 9 of this system, it shall do a good job in the registration of insiders of inside information, and perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 13 the directors, supervisors, senior managers of the company and the heads of all departments, holding subsidiaries and joint-stock companies and branches that can have a significant impact on 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 14 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 15 the process of registration and filing of inside information:
(I) the insider of the company needs to be informed within one working day of the occurrence of the insider’s information. The Securities Affairs Department of the company shall timely inform the 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 Securities Affairs Department of the company shall organize relevant insiders to fill in the registration form for insiders of inside information (see Annex) at the first time, and verify the inside information in time to ensure the authenticity and accuracy of the contents filled in the registration form for insiders of inside information. The Securities Affairs Department of the company has the right to require insiders to provide or supplement other relevant information;
(III) the Securities Affairs Department of the company shall submit it to the Secretary of the board of directors for review after verification, and the Secretary of the board of directors shall report to Shenzhen Stock Exchange and the securities regulatory bureau of the place where the company is located for filing in accordance with the regulations.
Article 16 the Secretary of the board of directors of the company shall be responsible for the registration and filing of insiders of the company’s insider information. The company shall timely supplement and improve the files of insiders and the progress memorandum of major matters. The files of insiders of inside information and the progress memorandum of major events shall be kept for at least 10 years from the date of recording (including supplement and improvement). The contents of insider information registration include, but are not limited to, the name, duty, ID number of insider information, the time, place and manner of insider information, and the contents, location, registration time and registrant of the insider information. The CSRC and its dispatched offices and stock exchanges may inquire the files of insiders of inside information.
Chapter IV confidentiality management of inside information
Article 17 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.
Article 18 insiders of the company’s inside information shall have the obligation to keep confidential the inside information they know. Before the disclosure of the inside information according to law, they shall not disclose, report and submit the inside information in any form, use the inside information to buy and sell the company’s shares and their derivatives, or suggest others to buy and sell the company’s shares and their derivatives, or use the inside information to make profits for themselves, their relatives or others.
Article 19 when discussing matters that may have a significant impact on the company’s stock price, the controlling shareholders and actual controllers of the company shall minimize the scope of information. If the matter has been circulated in the market and changes the stock price of the company, the controlling shareholder and actual controller of the company shall immediately inform the Secretary of the board of directors of the company, so that the company can clarify it in time, or report directly to the securities regulatory bureau or Shenzhen stock exchange where the company is located.
Article 20 if the company needs to provide unpublished information to insiders other than controlling shareholders and actual controllers, it shall be filed with the Secretariat of the board of directors before providing it, and confirm that it has signed a confidentiality agreement with it or obtained its commitment to the confidentiality of relevant information.
Article 21 the directors of the company shall carefully perform their duties when deliberating and voting on non-public information proposals, and the directors of related parties shall
