Hc Semitek Corporation(300323)
Insider registration management system
Chapter I General Provisions
Article 1 in order to further regulate the management of inside information of Hc Semitek Corporation(300323) (hereinafter referred to as "the company" or "the company"), strengthen the confidentiality of inside information, maintain the principles of openness, fairness and impartiality of information disclosure of the company, and protect the legitimate rights and interests of investors, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") Securities Law of the people's Republic of China (hereinafter referred to as the "Securities Law"), Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the "GEM Listing Rules"), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies (hereinafter referred to as the "standardized operation of GEM listed companies"), administrative measures for information disclosure of listed companies This system is hereby formulated in accordance with the actual situation of the company and relevant laws and regulations such as the guidelines for self-discipline supervision of listed companies No. 5 - management of information disclosure affairs of Shenzhen Stock Exchange, the guidelines for supervision of listed companies No. 5 - registration and management system of insiders of listed companies, the articles of association and other relevant provisions.
Article 2 the scope of application of this system: companies, branches and subsidiaries (including subsidiaries in which the company directly or indirectly controls more than 50% and other subsidiaries included in the company's consolidated accounting statements).
Article 3 the board of directors of the company is the management organization of inside information, the chairman of the company is the first person responsible for the management of inside information, and the Secretary of the board of directors is the person in charge of the confidentiality of inside information of the company.
Be 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, prepared and complete, and the board of supervisors shall supervise the implementation of the registration and management system of insiders.
The securities affairs department is the daily work department of the company's insider information registration and filing, and is responsible for the registration and filing of the company's insider information, including the registration of insider information circulation, filing and reporting to the securities regulatory authority.
Article 4 the directors, supervisors, senior managers, departments, branches, subsidiaries and relevant personnel of the company shall keep the inside information confidential.
Article 5 directors, supervisors, senior managers and other insider information of the company shall not be disclosed
Chapter II definition and identification standards of inside information and insiders
Section I definition and identification standard of inside information
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 securities and their derivatives. Unpublished refers to the listed company information disclosure media cninfo.com (www.cn. Info. Com. CN.) that has not been designated by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and selected by the company Or Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange").
Article 7 the insider 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 and the decision to purchase or sell assets;
(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) significant changes in the company's equity structure;
(V) major changes in the company's debt guarantee;
(VI) the mortgage, sale or scrapping of the company's main business assets exceeds 30% of the assets at one time; (VII) the directors, supervisors and senior managers of the company may be liable for major damages according to law;
(VIII) the occurrence of major debts and the failure to pay off the due major debts, or the occurrence of large amount of liability for compensation;
(IX) major losses or losses;
(x) major changes in the external conditions of the company's production and operation;
（11） The company distributes dividends or plans to increase capital;
（12） The chairman, directors, more than 1 / 3 supervisors and general manager of the company change, or the chairman and general manager are unable to perform their duties;
（13） 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;
（14） Decisions on capital reduction, share repurchase, merger, division, dissolution and bankruptcy application of the company; Or enter bankruptcy proceedings according to law and be ordered to close down;
The applicant declares it invalid;
（16） The company is suspected of violating laws and regulations and is investigated by the competent authority, or is subject to criminal punishment or major administrative punishment; The directors, supervisors and senior managers of the company are suspected of violating laws and disciplines and are investigated or taken compulsory measures by the competent authorities;
（17） The board of directors forms relevant resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes;
（18） The court ruled to prohibit the controlling shareholder from transferring its shares; More than 5% of the company's shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law; （19） The main assets are sealed up, seized, frozen or mortgaged or pledged;
（20） Major or all businesses come to a standstill;
（21） Obtain large government subsidies and other additional income that may have a significant impact on the company's assets, liabilities, equity or operating results;
（22） The company conducts undisclosed M & A, reorganization, private placement, signing of major contracts and other activities;
（23） The company's regular reports and financial reports before disclosure according to law;
（24） Other matters stipulated by the CSRC and the Shenzhen Stock Exchange.
Section 2 Definition and identification standards of insider information
Article 8 insider refers to the person who can directly or indirectly obtain insider information before the disclosure of the company's insider information.
Article 9 the insider referred to in this system refers to the relevant personnel specified in the securities law who can directly or indirectly obtain the insider information before the disclosure of the company's insider information, including but not limited to:
(I) directors, supervisors and senior managers of the company; The company controlled or actually controlled by the company and its 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 items (I) and (II) above;
(IV) other personnel specified by the CSRC.
Chapter III Registration and filing of insiders
Article 10 before the public disclosure of inside information according to law, the company shall fill in the files of insiders of inside information in accordance with this system, and timely record the name list of insiders of inside 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 inside information.
Article 11 for the acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase and other major matters recognized by the Shenzhen Stock Exchange, in addition to filling in the insider files in accordance with Article 10 of the system, the company shall also prepare a memorandum on the progress of major matters, including but not limited to the time of each key time 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. If the company carries out the major events specified in the preceding paragraph, it shall timely submit the insider files and the progress memorandum of major events to the Shenzhen Stock Exchange after the internal information is publicly disclosed according to law, and disclose the relevant contents in the progress memorandum of major events according to the requirements of the Shenzhen Stock exchange.
Article 12 the board of directors of the company 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 and filing of insiders of listed companies. The registration materials shall be kept for at least ten years.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 13 the company's directors, supervisors, senior managers and the main principals of departments and subsidiaries (branches) 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 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 trading price of the company's securities, they shall fill in the file of the insider of the unit.
Where securities companies, securities service institutions and other intermediary institutions are entrusted to engage in securities service business, and the entrusted matters have a significant impact on the securities trading price of listed companies, they shall fill in the files of insiders of their own institutions.
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 of the unit.
The above-mentioned entities shall deliver the insider files to the relevant companies 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 Article 10 of this system. Timely inform the company of the insider information of major events that have occurred or are to occur and the change of relevant insider information.
The company shall do a good job in the registration of insiders in the circulation of insider information it knows, and summarize the files of insiders of all parties involved in paragraphs 1 to 3.
Article 15 the internal information management of the subordinate departments, branches, subsidiaries of the company and the joint-stock companies that the company can have a significant impact on shall be carried out with reference to this system. If the above subjects involve the company and have a significant impact on the securities trading price of the company, the company shall fill in the files of the insiders of the internal information.
Article 16 the company shall, within five trading days after the first public disclosure of the inside information according to law, report to the Shenzhen stock exchange for filing the insider files of the inside information.
When the company discloses the following major matters, it shall report to the Shenzhen stock exchange the relevant insider 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 plan 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 the Shenzhen stock exchange that may have a significant impact on the trading price of the company's shares and their derivatives.
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 insider files to the Shenzhen Stock Exchange.
While submitting the files of insiders, the company shall issue a written commitment to ensure the authenticity, accuracy and completeness of the information of insiders and the contents of the memorandum on the progress of major matters, and inform all insiders of the relevant provisions of relevant laws and regulations on insiders. The chairman and the Secretary of the board of directors shall sign on the written commitment for confirmation.
Article 17 in case of major events specified in Article 16 of this system, the company shall do a good job in insider information management, disclose the relevant information in stages according to the situation, and 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 personnel involved in planning and decision-making, the way of planning and decision-making, and urge the relevant personnel involved in planning major events to sign on 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.
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 the Shenzhen Stock Exchange within five trading days after the disclosure of insider information according to law.
Article 18 the procedures for the registration and filing of insiders are as follows:
1. 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;
2. The Secretary of the board of directors shall organize relevant insiders to fill in and verify the inside information in time to ensure the authenticity and accuracy of the contents filled in;
3. After verification, the Secretary of the board of directors shall report to Shenzhen Stock Exchange and Hubei regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as "Hubei securities regulatory bureau") for filing in accordance with the regulations.
Article 19 the examination and approval procedures for the circulation of inside information of the company are as follows:
1. In general, the circulation of inside information should be strictly controlled within the scope of its functional departments (branches and holding subsidiaries). Inside information informed
